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19-192 The KPA Group, Conceptual Deesign Services for the Cupertino Library Expansion CITY OF DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH THE KPA GROUP FOR CONCEPTUAL DESIGN SERVICES FOR CUPERTINO THE CUPERTINO LIBRARY EXPANSION I 1. PARTIES This Agreement is made and entered into as of October 30, 2019 ("Effective Date"),by and between the City of Cupertino, a municipal corporation("City"), and The KPA Group ("Consultant"), a Corporation for Conceptual Design Services for the Cupertino Library Expansion ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services"in the Agreement include Basic Services and Additional Services,unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement,the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term.This Agreement begins on the Effective Date and ends on January 31, 2020 , 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 opportunity 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("NTP"), and must complete each task within the time specified in Exhibit B. City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)/Rev.May.2018 Page 1 of 10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time,resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$55,000 ("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$48,260 ("Lump Sum Price")for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including,but not limited to, subConsultant's costs,materials, supplies, equipment,travel,taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion,but not the obligation, to authorize Additional Services up to an amount not to exceed$6,740 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying,printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses.For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i)name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv)the hourly billing rate or Sub- Consultant charge and payment due; and(v) an itemized list with amounts and explanation for all permitted reimbursable expenses. City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)/Rev.May. 2018 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C,which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee,partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation,retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed,registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools,Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City,which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)/Rev.May.2018 Page 3 of 10 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-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants 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-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following,but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, 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 part of the Deliverables required under this Agreement,which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents,proceedings, and activities related to this Agreement. If a supplemental examination or City Project Cupertino Library Conceptual Design Services 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, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"),that arise out of,pertain to, or relate to the negligence,recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees 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 property rights,which arises out of,pertains to, or relates to Consultant's City Project Cupertino Library Conceptual Design Services 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, expert 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,pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost,in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price,to Workers' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault, as determined by final.decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws.Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law,rule or regulation. City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)/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 of race,religious creed, color, ancestry,national origin, ethnicity, handicap, disability,marital status,pregnancy, age, sex, j gender, sexual orientation, gender identity,Acquired-Immune Deficiency Syndrome(AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement,has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City,with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.A violation of this Section constitutes a material breach and may result in City suspending payments,requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Michael Zimmermann, CIP Manager ,who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be Paul.Powers,AIA,NCARB , 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 Performance, and providing regular updates to the City's Project Manager on the Project status,progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)/Rev.May.2018 � Page 7of10 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. TERNIINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty(30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination,but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City.All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement,the prevailing party will be entitled to reasonable attorney fees and costs.This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach,whether of the same or a different character. City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)/Rev.Al(qv. 2015 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written,between them. Any modification of this Agreement will be effective only if in writing and signed by each 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 party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices,requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery,the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To Cityf Cupertino To Consultant:The KPA Group o p p 10300 Torre Ave. 6700 Koll Center Parkway,Ste 125 Cupertino CA 95014 Pleasanton,CA 94566 Attention:Michael Zimmermann,CIP Manager Attention:Paul Powers,President Email:michaelz@cupertino.org Email: PaulP@thekpagroup.com City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)/Rev.May.2018 Page 9 of 10 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee,and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right,power,and authority to enter into this Agreement and carry out all actions herein,and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Consultant.This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT CITY OF CUPERTINO A Municipal Corp.Or By_ By Name ul Powers AIA,NCARB Name Roger L e Title pr ident Title Director of Public Works Date Date a/ Tax I.D. No.:94-3202690 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST-S)/ GIUCE SCHMIDT City Clerk City Project Cupertino Library Conceptual Design Services Design Professional Agreement(single)!Rev.May.2018 Page 10 of 10 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the Cupertino Library Expansion Conceptual Design and Budget Report("PROJECT"). SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves providing professional design services to complete concept development for the Cupertino Library expansion.Tasks will include Project Management, Concept Development, Concept Development Meetings,Concept Refinement and development of a Budget Report. The concept development will identify potential concepts for review with project stakeholders including City staff,library staff,Friends of the Library and Library Commissioners. Program needs have been discussed with Consultant and include certain essential program elements, discretionary program elements and wish list items. Essential program elements will be included in all concepts. Discretionary and wish list items may be presented as part of individual concepts. Essential program elements include: • 130 seat minimum audience capacity • Flexible space(2 moveable partitions for 3 possible rooms) • Alcove space with utility sink and food preparation area(kitchenette) • Spillover seating and tables,including storage • Presentation space (Raised dais with speakers in a panel setting) Discretionary program elements include: • Larger story room(priority level 1) • 170 seat minimum audience capacity(priority level 2) • Separate off-hours entry(priority level 2) • Ability to hang art • Dedicated storage for frequent room users • 1-2 small conference rooms Wish list program elements include: • Performance space • Outside gathering space • Green roof or rooftop patio • Maker space • Public Art City of Cupertino Exhibits Page 1 of 5 Cupertino Library Conceptual Design The KPA Group B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups,departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five(5)working days after the meeting. 5. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY,to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 6. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule of performance indicated in EXHIBIT B may be adjusted by mutual agreement. 7. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY,research applicable design criteria, and communicate with members of the PROJECT team. 8. CONSULTANT shall submit work products to the CITY, according to SECTION 2-TASKS, of this EXHIBIT A for purposes of evaluation and approval by the CITY. C. Estimate of Probable Construction Cost: See Budget Report below. SECTION 2. TASKS A. Project Management Consultant will meet with City to discuss the needs and elements related to the design for the proposed"perch" addition to the library. Consultant will coordinate with the City of Cupertino throughout concept development. Consultant will attend project meetings, research applicable design criteria and coordinate with members of the project team while developing concepts. Consultant will manage the services of a third-party cost estimator. City of Cupertino Exhibits Page 2 of 5 Cupertino Library Conceptual Design The KPA Group B. Concepts Consultant will prepare concepts for the City of Cupertino. Concepts will include essential program elements and certain discretionary elements. Wish list items will be included in certain concepts. Concept deliverables will be floor plans outlining various options for the space. C. Concept Development Meeting Consultant will host an in-person concept development meeting with the City of Cupertino to discuss pros and cons of each concept. This will allow the City,Friends of the Library, Library staff, and other stakeholders to provide feedback and determine a viable concept for future exploration. D. Concept Refinement Consultant will refine the concepts based on feedback from the City and information from the concept development meeting. Concept refinement may include minor changes to floor plan layout or inclusion of additional elements. E. Budget Report Consultant will complete a budget report outlining costs of the concepts. Consultant will work with a third party cost estimator throughout the development of the budget report. ADDITIONAL SERVICES Consultant services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services allowance is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. EXHIBIT B SCHEDULE OF PERFORMANCE The schedule of performance will be as follows: • Finalize and submit final budget report and concepts by December 20,2019. i EXHIBIT C City of Cupertino Exhibits Page 3 of 5 Cupertino Library Conceptual Design The KPA Group COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT,including both payment for professional services, additional services and reimbursable expenses,shall not exceed FIFTY-FIVE THOUSAND DOLLARS($55,000). CONSULTANT agrees that it shall perform all of the services set forth in EXHIBIT A of this AGREEMENT,except for additional services required pursuant to Section 2,TASKS and inclusive of reimbursable expenses,for the maximum not to exceed amount of FORTY-EIGHT THOUSAND TWO HUNDRED SIXTY DOLLARS($48,260). The maximum amount of Additional Services authorized under Section G of this EXHIBIT C is SIX THOUSAND SEVEN HUNDRED FORTY DOLLARS ($6,740). B. Method of Payment For the Tasks outlined above, CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable,in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY,the CITY shall pay CONSULTANT the amount shown on the Invoice within (*tyvorking days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable,in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: !, i Phase Compensation Tasks outlined in Exhibit A 48,260 Additional Services Allowance $6,740 Total Agreement Amount $55,000 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior i written authorization from the CITY. The CITY may approve in writing the transfer of budget City of Cupertino Exhibits Page 4 of 5 Cupertino Library Conceptual Design The KPA Group I amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed FIFTY-FIVE THOUSAND DOLLARS($55,000). D. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. E. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation,including, but not limited to, any expenses related to CONSULTANT's internal plan checks,CAD test prints, 81/2"x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks A and B in EXHIBIT A. F. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein,as authorized by the CITY. The CITY has set aside the sum of SIX THOUSAND SEVEN HUNDRED FORTY DOLLARS($6,740)for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized,CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule in EXHIBIT C-1. The rates shown therein shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITIONAL SERVICES job Title Hourly Rate Principal $250 Project Manager $225 Project Architect $200 Technical Professional $160 CAD Technician $130 Administrative $95 City of Cupertino Exhibits Page 5 of 5 Cupertino Library Conceptual Design The KPA Group 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. 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 1 general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability:ISO CA 00 01 covering any auto (including owned, hired, and non-owned 20\ 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. O 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. 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 Additional Insured Status /The City of Cupertino, its City Council, officers, officials, employees,agents, servants and volunteers V/ ("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 primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment 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-V1I,orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. 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. i Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 A�® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 11/1/2019 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton&Associates PHONE FAX P. O. Box 12675 C.No E •510-465-3090 A/C No):510-452-2193 Oakland CA 94604-2675 ADDRESS: certificates deale renton.com I� / INSURER(S)AFFORDING COVERAGE I h—S,— X� NAIC# INSURER A:Travelers Property Casualty Co of Ameri 25674 INSURED KPAGROUP INSURER B:Travelers Casualty&Surety Co.America H- Xd 31194 The KPA Group 6700 Koll Center Parkway INSURER c:Travelers Indemnity Co.of Connecticut KJ 25682 Suite 125 INSURER D:Trumbull Insurance Company I/ X, 27120 Pleasanton CA 94566 INSURERE: INSURER F COVERAGES CERTIFICATE NUMBER:1362119721 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. INSR TypE OF INSURANCE ADDL SUER POLICY NUMBER MM/DD/YYYY MM/POLICY EFF POLICY D/YYYY EXP LIMITS LTR A X COMMERCIAL GENERAL LIABILITY Y Y 6806H537085 1/18/2019 1/18/2020, EACH OCCURRENCE $1,000,000 DAMAGE TO REITE CLAIMS-MADE Fx] OCCUR PREMISES (E.occurrDence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000�� POLICY� JE� LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y Y BA73771_370 1/18/2019 1/18/20201 COMBINED SINGLE LIMIT $1,000,000 !� Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LIAB X OCCUR Y Y CUP8139Y00A 1/18/2019 1/18/2020 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DIED RETENTION$ $ D WORKERS COMPENSATION Y 57WEGAD5P4T �' 7/1/2019 7/1/2020V X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 V' OFFICER/MEMBER EXCLUDED? 7 NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional 105404592 2/25/2019 2/25/2020 $1,000,000 per Claim Liability $2,000,000 / And Aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE:Conceptual Design Services for the Cupertino Library Expansion. The City of Cupertino,its officers,officials,employees,and volunteers are named as Additional Insured for General and Auto Liability as required by written contract or agreement.Insurance is primary and non-contributory per policy form.A Waiver of Subrogation applies to General Liability,Auto Liability and Workers'Compensation.Schedule of Underlying Coverage to Umbrella:General Liability, Auto Liability and Employer's Liability.The Umbrella is follow form.The Named Insured has NO COMPANY OWNED AUTOS.30 Days Notice of Cancellation will be given to the certificate holder.Professional Liability policy is claims-made.Professional Liability Retroactive Date:Full Prior Acts.DEDUCTIBLES: Professional Liability Deductible:$50,000 per claim. Other Liability Deductibles:$0. CERTIFICATE HOLDER CANCELLATION 30 Days Notice of 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. Dept. of Public Works 1300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD —� COMMERCIAL GENERAL LIABILITY POLICY NUMBER 6806H537085 ISSUED DATE: 11/1/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury"or"property damage"occurs or the"personal injury"or"advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (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 in- This insurance does not apply to "bodily injury" or clude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for"bodily injury", "property committed, after: damage", "personal injury" or "advertising injury" 1. All work, including materials, parts or equip- caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted; or the additional insured(s) at the location(s) desig- nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- B. With respect to the insurance afforded to these tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. \ COMMERCIAL GENERAL LIABILITY POLICY NUMBER': 6806H537085 ISSUED DATE: 11/1/2019 THIS( DOR�R " ENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for"bodily injury" or"property damage" included in the"products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of clude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or "property dam- tions hazard". age" caused, in whole or in part, by"your work" at the CG 20 37 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMB f2: 6806H537085 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL- INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary (1) The "bodily injury" or"property damage"for which Insurance, of SECTION IV — COMMERCIAL GEN- coverage is sought is caused by an 'occurrence" ERAL LIABILITY CONDITIONS: that takes place; and However, if you specifically agree in a written contract (2) The "personal injury" or "advertising injury" for or agreement that the insurance afforded to an addi- which coverage is sought arises out of an offense tional insured under this Coverage Part must apply on that is committed; a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that subsequent to the signing and execution of that con- is available to such additional insured which covers tract or agreement by you. such additional insured as a named insured, and we will not share with that other insurance, provided that: CG D4 25 07 08 ©2008 The Travelers Companies, Inc. Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 68061-1537085 ISSUED DATE: 11/1/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that you agree in a written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or AGAINST OTHERS TO US Condition (Section IV- "your work" done under a contract with that person COMMERCIAL GENERAL LIABILITY CONDITIONS) or organization and included in the "products- is amended by the addition of the following: completed operations hazards." This waiver applies We waive any right of recovery we may have against only to the person or organization shown in the the person or organization shown in the Schedule Schedule above. above because of payments we make for injury or CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 37 POLICY NUMBER: B.7377 B COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR NaPe9fVAR�9rAg�15o§(s�IABILITY COVERAGE A This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: The KPA Group SCHEDULE Name Of Person(s)Or Organization(s): All parties as required by written contract Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number._57WEGAD5P4T--1 Endorsement Number: Effective Date:07/01/2019 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: The KPA Group 6700 Koll Center Parkwav Suite 125 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us t Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Policy Expiration Date:07/01/2020