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13-083 Cotton Shires & Associates, Inc., Consultant Services for Preparation of Initial Geotechnical Letter Addressing Soil Erosion OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 4-c.i9,. TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 � sr WEBSITE:www.cupertino.org CUPERTINO July 16, 2013 Cotton Shires & Associates Inc. 330 Village Lane Los Gatos, CA 95030 RE: Agreement Enclosed for your records is a fully executed original copy of your agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Dorothy Steenfott Senior Office Assistant City Clerk's Office Enclosure cc: Public Works GREEMENT BETWEEN THE CITY OF CUPERTINO G7F,193 AND COTTON SHIRES & ASSOCIATES, INC. jp, yCf 9/57 FOR GEOTECHNICAL SERVICES THIS AGREEMENT, for reference dated July 3'2013 is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Cotes Shires & Associates, Inc., a California corporation, whose address is 330 Village Lane, Los atos, CA 95030 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for consultant services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall co:rnmence on July 1, 2013, and shall terminate on July 1, 2014, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. The area of concern is shown on Exhibit"C", attached hereto. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth in Exhibit "B" which is attached hereto and incorporated herein by this reference. 4. COMMUNICATION Consultant is being retained as an expert by the City Attorney of the City of Cupertino for issues related to an Orchard Court property. Consultant shall communicate with and take direction from Carol Korade, City Attorney, Melissa Tronquet, Assistant 1 City Attorney or Gary Baum, Special Counsel. Consultant shall endeavor to maintain attorney client confidentiality and privilege on all communications between Consultant and City Attorney's Office on behalf of the City. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and 2 all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 10. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate- all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount 3 of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: 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 without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint 4 venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino City Attorney's Office 20410 Town Center Lane, Suite 210 Cupertino CA 95014 Attention: City Attorney All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Cotton Shires &Associates, Inc. 330 Village Lane Los Gatos, CA 95030 Attention: Ted Sayre 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. 6 City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCE: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 20. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. 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.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 21. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 22. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 23. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 24. CAPTIONS: The captions 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. p etc.s--8/ IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. COTTON SHIRES and ASSOCIATES, INC. CITY OF CUPERTINO A Municipll Corporation By: Ted Sayre • By_: City Manager Principal Date ��t «}. ,`> Date 713/13 RECOMMENDED FOR APPROVAL: Public Works Director APPROVED AS TO FORM: ty orney 6 o rru 7,000 co 14C CDv� +' 110 - r - 70'4 7(0/15 Cy C}4- r1 /f6 (C 3 Consultant Agreement Cotton Shires 7-I-13 8 EXHIBIT"A" SCOPE 0 WORK Consultant shall prepare an initial geotechnical letter addressing observed conditions and causes of soil erosion of the slope located between properties on Orchard Court and the City owned property located West of Stevens Creek, and North of Stevens Creek Boulevard (APN 326-17-004). The Consultant shall also prepare a second letter that provides various alternatives and concepts that could be used to mitigate, or lessen, the erosion and stabilization issues that adversely affect the slope. This may include a meeting with staff and the City Attorney or outside counsel and one meeting with the property owner. 9 EXHIBIT"B" COMPENSATION TO CONSULTANT City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described in Exhibit "A" and reimbursable expenses shall not exceed a total amount of Seven thousand dollars ($7,000.00). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City. Hourly Rates Managing Principal $193.50/hour($215 per hour less 10% discount). Invoices In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, task(s) for which work was performed, hourly rates, and reimbursable expenses), based upon Consultant's billing rates. Reimbursable Expenses Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. City shall reimburse consultant for reasonable travel. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. 10 • �-''""il 0 DATE(MM/DDIYYYY) ACc 1 CERTIFICATE OF LIABILITY INSURANCE 03/07/2013 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 pcllicy(ies)must 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 LIC #0E67768 1-925-416-7862 CONTACT Gigi Yuen NAME: IOA Insurance Services PHONE 1925} 416-7862 I AX No 1'if.0,Ne.E><tl;... t—�__-i_---._..... E-MAIL i i uen®ioauaa.com 3875 Hopyard Rd., Suite 240 ADDRESS: BIB 'y PRODUCER Pleasanton, CA 94588 _CUSTOMER ID B: _ ---...----r._.._._--- ...-- Leslie Pancoas t, CIC, RPLU• INSURER(S)AFFORDING COVERAGE NAM i< INSURED !ASURERA: TRAVELERS IND CO OF CT 25682 _--- - Cotton, Shires and Associates, Inc. INSURER B: TRAVELERS PROP CAS CO OF AMER 25674 330 Village Lane INSURER C: RLI INS CO 113056 INSURER D: _ _ __ _ --•. --... ._...... Los Gatos, CA 95030-7218 INSURER E: L— ---" INSURER F: COVERAGES CERTIFICATE NUMBER: 32400084 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 SEEN REDUCED BY PAID CLAIMS. INSR I ADDL SUER — POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE INSR WVa POLICY NUMBER JMM/DD/YYYY) (MMIDDIYYYY) A GENERAL LIABILITY 6806878L222 12/04/171 12/04/13 EACH OCCURRENCE 1$ 1,000,000 1 DAMAGE TO RENTED 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ ____CLAIMS•MADE [j OCCUR MED EXP(Any one person) {S 10,000 PERSONAL&ADV INJURY _1$ 1,000,000 _--- GENERAL AGGREGATE l$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X JEC F I S B `AUTOMOBILE LIABILITY LOC BA667M2092 12/04/1 12/04/13 COMBINED SINGLE LIMIT $ 1,000,000 fNI (Ea accident) ANY AUTO BODILY INJURY(Per person) I S ALL OWNED AUTOS BODILY INJURY(Per accident)1$i SCHEDULED AUTOS PROPERTY DAMAGE S HIRED AUTOS (Per accident)- -- "' --- NON-OWNED AUTOS - $ IS t-'—I UMBRELLA LIAB __OCCUR I EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE (AGGREGATE II S DEDUCTIBLE I I I " I S — ""-`- I RETENTION $ I —. I S B WORKERS COMPENSATION UB3616T507 01/01/1? 01/01/14 X1 MAT S I ER -_ ..._ AND EMPLOYERS'LIABILITY 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTNE IY/NI N/A!A E.L.EACH ACCIDENT s OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under I E.L,DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below 1 _ C Professional Liability RDP0009499 02/01/11 02/01714 Per Claim 1,000,000 C Professional Liability RDP0009499 02/01/1- 02/01/14 Annual Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) All operations of the Named Insured, including referenced project, if any. General Liability & Auto Liability: See Additional Insured endorsements attached. GENERAL LIABILITY AND AUTO LIABILITY ADDITIONAL INSUREDS: The City of Cupertino RE: Update to Geotech report for McClellan Ranch Environmental Classroom CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Public Works Projects Manager ACCORDANCE WITH THE POLICY PROVISIONS. Carmen Lynaugh 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 T5)a- `—_�Y USA C_ i tpancoastLP ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD 32400084 POLICY NUMBER: 68068781.222 COMMERCIAL GENERAL LIABILITY DATE ISSUED: 03/07/2013 NAMED INSURED: Cotton, Shires and Associates, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED B. The following is added to Paragraph a. of 4. Other (Section II): Insurance in COMMERCIAL GENERAL LIABILITY Any person or organization that you agree in a"contract CONDITIONS(Section IV): or agreement requiring insurance" to include as an However, if you specifically agree in a "contract or additional insured on this Coverage Part, but only with agreement requiring insurance" that the insurance respect to liability for "bodily injury", "property damage" provided to an additional insured under this Coverage Part or"personal injury" caused, in whole or in part, by your must apply on a primary basis, or a primary and non- acts or omissions or the acts or omissions of those contributory basis, this insurance is primary to other acting on your behalf: insurance that is available to such additional insured a. In the performance of your ongoing operations; which covers such additional insured as a named insured, b. In connection with premises owned by or rented to and we will not share with the other insurance, provided you;or that: c. In connection with "your work" and included within (1) The"bodily injury"or"property damage"for the"products-completed operations hazard". which coverage is sought occurs;and Such person or organization does not qualify as an (2) The"personal injury"for which coverage is additional insured for "bodily injury", "property damage" sought arises out of an offense committed; or"personal injury'for which that person or organization after you have entered into that "contract or agreement has assumed liability in a contract or agreement. requiring Insurance". But this insurance still is excess The insurance provided to the additional insured is over valid and collectible other insurance, whether limited as follows: primary, excess, contingent or on any other basis, that is d. This insurance does not apply on any basis to any available to the insured when the insured is an additional person or organization for which coverage as an insured under any other insurance. additional insured specifically is added by another C. The following is added to Paragraph 8. Transfer Of endorsement to this Coverage Part. Rights Of Recovery Against Others To Us in e. This insurance does not apply to the rendering of or COMMERCIAL GENERAL LIABILITY CONDITIONS failure to render any"professional services". (Section IV): f. The limits of insurance afforded to the additional We waive any rights of recovery we may have against any insured shall be the limits which you agreed in that person or organization because of payments we make for "contract or agreement requiring insurance" to "bodily injury", "property damage" or "personal injury' provide for that additional insured, or the limits arising out of "your work" performed by you, or on your shown in the Declarations for this Coverage Part, behalf, under a "contract or agreement requiring whichever are less. This endorsement does not insurance" with that person or organization. We waive increase the limits of insurance stated in the LIMITS these rights only where you have agreed to do so as part OF INSURANCE (Section III) for this Coverage of the "contract or agreement requiring insurance" with Part. such person or organization entered into by you before, and in effect when, the "bodily injury" or "property C 2007 The Travelers Companies,Inc. CG D3 81 09 07 includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page I of I damage" occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part,provided that the "bodily injury" and "property damage" occurs, and the "personal injury"is caused by an offense committed; a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect;and c. Before the end of the policy period. CG D3 82 09 06 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 2 Copyright,Insurance Services Office,Inc.,1988 POLICY#: BA667M2092 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM • TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion 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. Endorsement Effective: 12/04/2011 Countersigned By: Named Insured: Cotton, Shires and Associates, Inc. (Authorized Representative) SCHEDULE Name of Person(s)or Organization(s): City of Cupertino Public Works Projects Manager 10300 Torre Avenue Cupertino, CA 95014 USA (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an"insured"under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998