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17-130 Callander Associates Landscape Architecture, Inc., Professional Services for the I-280 Channel Trail Feasibility StudyP.O.# :2{)t 3 -~~ AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC. FOR PROFESSIONAL DESIGN SERVICES FOR THE 1-280 CHANNEL TRAIL FEASIBILITY STUDY This Agreement for Professional Design Services ("Agreement"), dated -'-"~f-C....--- 2017 , is entered into by and between City of Cupertino , a municipal corporation ("C' "), and Callander Associates Landscape Architecture , Inc., a California corporation ("Design Professional"). 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. Design Professional represents that it is specially trained , experienced and competent to perform the feasibility study and design services ("Services ") requi red for the City 's 1-280 Channel Trail Feasibility Study ("Project"). C. Design Professional represents that it is duly licensed in good standing by the State of California to perform such Services and has submitted a proposal , dated June 14 , 2017 , ("Proposal") in response to the City's request for proposals . D. City is entering into this Agreement in reliance upon Design Professional's representations, set forth above , to provide the Services in accordance with the terms and conditions of th is Agreement. TERMS AND CONDITIONS 1. TERM: The term of this Ag reement ("Term ") will begin on the date this Agreement is fully executed by both parties and , unless terminated earlier as set forth below or extended by a written amendment to this Agreement, will expire upon on June 30 , 2019. 2 . SERVICES TO BE PERFORMED: A. Basic Services. Design Professional will provide Basic Services under this Agreement as further described the Scope of Services set forth in Exhibit A, Scope of Services , attached hereto and incorporated herein , and as further specified in the Proposal , except to the extent that any provision in the Proposal conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected in writing by the City . Basic Services may be divided into separate sequential tasks ("Tasks ") as further specified in Exhibit A City of Cupertino Callande r Asso c iates Landscape Architecture , Inc . Fo r 1-280 Channel Tra il Feas ibil ity Study Page 1 of 14 [Agrmt-Des Prof-Single Proiect-FINAL-2016.09] B. Additional Services. City may request, at any time during the Term of this Agreement, that Design Professional provide additional services related to the Project, which are not already encompassed, expressly or implicitly , in this Agreement, Exhibit A or the Proposal ("Additional Services"). Any Additional Services must be authorized in writing by City . Design Professional will not be entitled to compensation for Additional Services provided without or prior to the City's written authorization. Duly authorized Additional Services are subject to all of the provisions that apply to Basic Services under this Agreement, except and only to the extent otherwise specified. All references to "Services" include Basic Services and any authorized Additional Services. 3. SCHEDULE: All Services must be provided within the times specified in Exhibit 8, Schedule of Performance, attached hereto and incorporated herein. Design Professional must promptly notify the City of any actual or potential delay in providing the Services as scheduled to afford the City adequate opportunity to address or mitigate the delay if possible. Design Professional must begin each separate Task included in Basic Services upon receipt from City of a notice to proceed ("Notice to Proceed") for that Task , and must complete the Task within the time specified in Exhibit B. 4. COMPENSATION: A. Maximum Compensation. The cumulative total payment to Design Professional for Basic Services, Additional Services and expenses under this Agreement may not exceed $299,935.00. Design Professional is not entitled to any payment for Services or expenses in excess of this maximum limit. B. Basic Services. City will pay Design Professional $264,325.00 ("Lump Sum Price "), for the complete and satisfactory performance of the Basic Services in accordance with this Section 4 and as may be further specified in Exhibit C, Compensation, attached hereto and incorporated herein. The Lump Sum Price is completely inclusive of all time and expenses to provide the Basic Services, including, but not limited to, subconsultant costs, materials , supplies, equipment, travel, taxes, overhead and profit. If, for any reason, Design Professional does not fully complete the Basic Services it will only be entitled to a percentage of the Lump Sum Price that is proportionate to the percentage of Basic Services that were completed to the City 's reasonable satisfaction. C. Additional Services. Additional Services that have been duly authorized by City as specified above, and provided to the City's reasonable satisfaction, may be compensated on a lump sum basis or based on time and expenses, subject to a not-to-exceed limit, using the Hourly Rates Schedule and Reimbursable Expenses Schedule included in Exhibit C, Compensation. An allowance of $35,610.00 has been budgeted for Additional Services under this Agreement. The City has the discretion, but not the obligation, to authorize Additional Services up to this not-to-exceed amount , including the discretion to elect not to authorize any Additional Services. For Additional Services provided on an hourly basis, Design Professional will be entitled to compensation for costs other than direct labor, normal business expenses and overhead, based on the documented actual cost only, with no markup or surcharge ("Reimbursable Expenses "). Design Professional will not be entitled to reimbursement for in house copying, printing , faxes, telephone charges, employee overtime , or travel to City's offices City of Cupertino Callander Associates Landscape Architecture , Inc. For 1-280 Channel Trail Feasibility Study Page 2 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016.09] or to the Project site , unless or to the extent such expenses are specifically authorized in Exhibit C. D. Invoices and Payments. City will pay Design Professional for Services provided to the City's reasonable satisfaction, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. 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 further specified in Exhibit C. City will notify Design Professional in writing if it disagrees with the stated percentage of completion , and if the disagreement is unresolved , City will pay Design Professional based on the portion of Services that City agrees have been satisfactorily completed at that point. 1. Time and Expenses: For Additional Services provided on an hourly basis, each invoice must also include, for each day Services were provided: a. The name and title of each individual or subconsultant providing Services; b. A succinct summary of the Services performed by each individual or subconsultant ; c. The time spent by each individual or subconsultant providing those Services, in 30 minute increments; d. The applicable hourly billing rate or subconsultant charge and payment due ; e. An itemized list with amounts and explanation for all permitted reimbursable expenses. 2. 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 Term of the Agreement. Each invoice must attach legible , dated receipts for all Reimbursable Expenses. 5. TIME IS OF THE ESSENCE: Time is of the essence for the performance of all Services required under this Agreement and for all of Design Professional's duties under this Agreement. Design Professional must at all times have sufficient, qualified staff or subconsultants assigned to timely provide all Services under this Agreement. Design Professional must take appropriate measures to avoid delay of Project completion, including , but not limited to, prompt submission of deliverables and any required revisions, and prompt responses to City or contractor requests , including, but not limited to , requests for information , substitution requests and change order requests. Failure to comply with the schedule requirements or failure to timely submit deliverables or provided responses as specified under this Agreement may be deemed a material breach of this Agreement. 6. STANDARD OF CARE: All Services must be provided in a manner that meets or exceeds the standard of care applicable to the same type of design professionals performing similar work in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by the City and who do not have any contractual City of Cupertino Callander Associates Landscape Architecture , Inc . For 1-280 Channel Trail Feasibility Study Page 3 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016.09] relationship with City, with the exception of this Agreement. All Services provided under this Agreement, including authorized Additional Services , must be performed as specified to the City's reasonable satisfaction. 7. ERRORS AND OMISSIONS: Design Professional is solely responsible for all of its or its subconsultants' errors and omissions and must promptly correct any and all such errors and omissions at its sole expense. Design Professional must also take appropriate measures to avoid or mitigate any delay , liability or costs resulting from any such errors or omissions. This provision survives expiration or termination of this Agreement. 8. PROJECT COORDINATION: A. City Project Manager. The City's authorized delegee , Jennifer Chu , will be the City's representative for all purposes under this Agreement ("City Project Manager") with authority to oversee the progress and performance of Services under this Agreement. The City reserves the right to replace or provide a substitute City Project Manager at any time , and without prior notice to the Design Professional. 8. Design Professional Project Manager. Design Professional will assign a single Project Manager (the "DP Project Manager"), subject to City approval, with authority to receive and act on directions from the City and responsibility for the progress and performance of Services under this Agreement. The _designated DP Project Manager is Dave Rubin. If a substitute or replacement DP Project Manager is required for any reason , the City must be notified of the need as soon as possible , Design Professional 's designation of the individual proposed to serve as the substitute or replacement will be subject to the City's prior written approval. Design Profess ional is not entitled to compensation for the time required for the subst itute or replacement DP Project Manager to obtain sufficient knowledge of the required Serv ices to fully assume the former DP Project Manager's responsibilities. C. Communication and Coordination. Design Professional is responsible for coordinating the efforts of Design Professional 's subconsultants or subcontractors providing Services for this Agreement. Design Professional must also coordinate its Services to the extent reasonably possible , with other City employees or consultants assigned to the Project. Design Professional is responsible for ensuri ng that the City Project Manager is regularly updated as to the progress or status of the Services , including , but not limited to , participation in meetings or compliance with reporting requirements specified in Exhibit A. Design Professional has an affi rmative obligation to promptly notify the City Project Manager of any significant problems or concerns as they arise in order to enable timely resolution or mitigation of any such problems . Design Professional must promptly respond to the City Project Manager's inquiries regarding the Services . 9. HOLD HARMLESS: A. Indemnity Obligations Subject to Civil Code Section 2782.8. Design Professional will , 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 (collectively , the "Indemnified Parties ") from and against any and all liability , claims , actions , causes of action or demands whatsoever against City of Cupertino Callander Associates Land scape Arc hitecture , Inc . For 1-2 80 Channel Trail Fe asibility Study Page 4 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016.09] any of them , 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 Design Professional or Design Professional's employees, officers, officials , 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. Design Professional is not obligated under this Agreement to indemnify City to the extent that any Liability is caused by the sole or active negligence or willful misconduct of any of the Indemnified Parties. 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 For Other Liability. For all liabilities other than those included within paragraph (A) above, Design Professional will, to the fullest extent allowed by law, indemnify, defend, and hold harmless the Indemnified Parties against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Design Professional or Design Professional's employees, officers, officials, 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. Design Professional will not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of the Indemnified Parties. C. Claims Involving Intellectual Property. In addition to the obligations set forth in paragraphs (A) and (B) above, Design Professional will indemnify, defend, and hold the Indemnified Parties harmless from and against any claim in which an alleged violation of intellectual property rights, including but not limited to copyright or patent rights, arises out of, pertains to , or relates to Design Professional's negligence, recklessness or willful misconduct under this Agreement. 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 . D. Survival. The requirements of this section survive expiration or termination of this Agreement. 10. INSURANCE: On or before the commencement of the Term of this Agreement , Design Professional must furnish City with certificates showing the type, amount, effective dates and dates of expiration of insurance coverage required in this section. Such certificates, which do not limit Design Professional 's indemnification obligations, must also contain substantially the following statement: "If any of the above insurance covered by this certificate is canceled before the expiration date thereof, the insurer affording coverage will provide 30 days advance written notice to the City of Cupertino, Attention: City Manager." Design Professional will maintain in force at all times during the performance of this Agreement all insurance coverage required by this Agreement with an insurance company that is acceptable to City and authori zed to do insurance business in the State of California. Design Professional must also submit endorsements with the certificates naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies, as further specified below. City of Cupertino Callander Associates Landscape Architecture , Inc. For 1-280 Channel Trail Feasibility Study Page 5 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016.09) A. Coverage. Design Professional must maintain the following insurance coverage : 1. Workers' Compensation: Statutory coverage as required by the State of California. If Design Professional is self-insured, it must provide its duly authorized Certificate of Permission to Self-Insure. 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: Commercial automotive liability coverage for owned, non-owned and hired vehicles, in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Comoined Single Limit: $500,000 each accident 4. Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Design Professional in the amount of at least $1,000,000 per claim and in the aggregate. The professional liability insurance must include prior acts coverage, which must remain in effect for four years following the earlier of expiration or termination of the Term of this Agreement. B. Subrogation Waiver. Each required policy must include an endorsement that the insurer waives any right of subrogation it may have against the City or the City's insurers. Design Professional agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Design Professional will look solely to its insurance for recovery. C. Failure to Comply. If Design Professional at any time during the Term of this Agreement fails to secure or maintain the required insurance, City may obtain or maintain the insurance in the Design Professional's name or on behalf of the Design Professional and will be compensated by the Design Professional 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 Endorsements. City, its City Council, boards and commissions, officers, officials, employees, agents and volunteers must be named as additional City of Cupertino Callander Associates Landscape Architecture , Inc . For 1-280 Channel Trail Feasibility Study Page 6 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016.09] insureds under all insurance coverages , except any worker's compensation and professional liability insurance , required by this Agreement. Any additional insured will 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 will not be required to contribute anything toward any loss or expense covered by the insurance required under this Agreement. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Design Professional. Design Professiona l is advised to confer with Design Professional's insurance broker to determine adequate coverage for Design Professional. 11. INDEPENDENT CONTRACTOR: City and Design Professional intend that the relationship between them created by this Agreement is that of owner-independent contractor. The manner and means of providing the Services are under the control of Design Professional, except to the extent they are lim ited 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 Design Professional's performance of the Services . None of the benefits provided by City to its employees , including, but not limited to, unemployment insu rance , workers' compensation plans , vacation and sick leave , are available from City to Design Professional , its employees or agents. Deductions will not be made for any state o r federal taxes , FICA payments , PERS payments , or other purposes normally associated with an employer-employee relationship from any payments due to Design Professional. Payments for the above items , if required , are the responsibility of Design Professional. 12. SUBCONSULTANTS: Unless prior written consent from City is obtained, only those individuals and subconsultants whose names are included in this Agreement , including the Exhibits hereto, may provide Services under this Agreement. Design Professional must require all of its subconsultants provid ing Services under this Agreement to comply with the terms and conditions of th is Agreement. Any subconsultants employed by Design Professional must be required to furnish proof of workers' compensation insurance and must also be required to carry general , automobile and professional liability insurance in reasonable conformity to the insurance required for Design Professional. 13. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Design Professional assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing the Services , pursuant to all applicable IRCA or other federal , or state laws, rules or regulations. Design Professional will indemnify and hold City harmless from and against any loss, damage , liability, costs or expenses arising from any noncompliance with this section by Design Professional. 14. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer or employee conduct , Design Professional agrees that harassment or discrimination directed toward a job applicant, an employee, a City employee , or any other person , by Design Cit y of Cupertino Callander Assoc iates Landscape A rchitecture , Inc . For 1-280 Chann e l Trai l Fea si bil ity Study Page 7 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016.09] Professional or Design Professional's employees or subconsultants on the basis of race , religious creed , color, national origin , ancestry, handicap , disability, marital status, pregnancy, sex, age , sexual orientation, or any other protected classification will not be tolerated. Any violation of this provision by Design Professional, its employees , subconsultants or agents constitutes a material breach of this Agreement, and grounds for termination for cause. 15. PROHIBITION AGAINST TRANSFERS: Design Professional will 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 City 's consent will be null and void, and any assignee , sublessee, hypothecate or transferee will acquire no right or interest by reason of any attempted assignment , hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Design Professional, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Design Professional is a partnership or joint venture or syndicate or cotenancy, which results in changing the control of Design Professional as a legal entity, will be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the business entity. 16. PERMITS AND LICENSES: Design Professional, at its sole expense , must 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 the Services. 17. WORK PRODUCT: A. Property Rights. Any interest (including copyright interests) of Design Professional or its subconsultant(s) in any work product, document, report, draft , memoranda, map, record , plan , drawing, specification and other deliverable, in any medium (collectively, "Work Product"), which has been prepared or created by Design Professional or its subconsultant(s) pursuant to or in connection with this Agreement, will be the exclusive property of City. No Work Product, information or other data given to or prepared, created, or assembled by Design Professional or its subconsultant(s) pursuant to this Agreement may be made available to any ind ividual or organization by Design Professional or its subconsultant(s) without prior written approval by City. All provisions of this section survive expiration or termination of this Agreement. B. Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product prepared or created under this Agreement is deemed works for hire and all copyrights in such Work Product will be the property of City. In the event that it is ever determined that any Work Product prepared or created by Design Professional or any subconsultant under this Agreement are not works for hire under federal law, Design Professional hereby assigns to City all copyrights to such Work Product when and as created. Subject to City's prior written approval, Design Professional may retain and use copies of such Work Product for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Design Professional 's standard details, Design Professional may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Services. City of Cupertino Callander Associates Landscape Architecture , Inc. For 1-280 Channel Trail Feasibility Study Page 8 of 14 [Agrmt-Des Prof-Single Project-F INAL-2016.09] C. Patents and Licenses. Design Professional must pay any and all 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 that it selects for incorporation into the Services or Work Product provided under this Agreement. D. Re-Use of Work Product. Without limiting any other City right to any of the Work Product prepared or created by Design Professional or its subconsultants , and subject to the limitations of law , all Work Product prepared under this Agreement may be used or modified by the City or its authorized agents in execution or implementation of: 1. The Services for which Design Professional was hired; 2 . Completion of the Services by others; 3 . Subsequent additions to the Services ; and/or 4. Other City projects. E. Deliverables and Format. Electronic and hard copies of Design Professional's Work Product will constitute the Project deliverables. Plans must be in CAD and PDF formats, and unless otherwise specified , other documents must be in Microsoft Office applications and PDF forma ts. All written Work Product required to be provided by this Agreement (other than large-scale architectural plans and similar items) must be printed on recycled paper and copied on both sides of the paper excep t for one orig inal , which must be single-sided. 18. RECORDS: Design Professional must maintain complete and accurate records with respect to sales , costs , expenses , receipts and other such information required by the City that relate to the performance of Services under this Agreement. Design Professional must maintain adequate records of Services provided in sufficient detail to permit an evaluation of the Services . All such records must be maintained in accordance with generally accepted accounting principles and must be clearly identified and readily accessible. Design Professional must provide free access to such books and records to the City or its agents at all times during Design Professional 's normal business hours. Des ign Professional must give the City or its agents the right to examine and audit those items, and to make transcripts or copies as necessary, and to inspect all work , data , documents, proceedings and activities related to this Agreement. Such records , together with supporting documents , must be kept separate from other documents and records which are unrelated to this Agreement and must be maintained for a period of three years after receipt of final payment from the City. 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 fa ilure to act in good faith, then Design Profess ional must reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. The requirements of this section survive expiration or termination of this Agreement. 19. NOTICES: All notices , demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally; or on the second business day City of Cupertino Callander Associates Landscape Architecture , Inc. For 1-280 Channel Trail Fe as ibil ity Study Page 9 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016 09] after the deposit thereof in the United States Mail, postage prepaid , registered or certified; or upon confirmation of delivery by a reputable overnight delivery service. A. To City. All notices, demands, requests, or approvals from Design Professional to City must be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Jennifer Chu 8. To Design Professional. All notices , demands, requests , or approvals from City to Design Professional must be addressed to Design Professional at: Callander Associates Landscape Architecture, Inc. 300 South First Street , Suite 232 San Jose, CA 95113 Attention : Dave Rubin 20. TERMINATION: A. Termination for Convenience. City may , at any time, acting in its sole discretion and without cause , terminate this Agreement for convenience by giving written notice to Design Professional at least seven days before the effective date of the termination. If the Agreement is terminated pursuant to this paragraph , the City will compensate Design Professional for all Services satisfactorily performed prior to the effective date and time of the termination , in accordance with this Agreement. B. Termination for Cause. If Design Professional fails or refuses to perform any of its duties under this Agreement at the time and in the manner required , Design Professional will be deemed in default of this Agreement. If the default is not cured or diligently attempted to be cured by Design Professional within the time specified in the City's written notice of default, or if the Design Professional has otherwise materially breached the Agreement, the City may terminate the Agreement for cause by giving written notice to Design Professional at least seven days before the effective date of the termination, unless otherwise specified in the written notice of default. C. Duties upon Termination. If the Agreement is terminated, whether for convenience or cause, within seven days of the effective date of the termination , Design Professional must promptly deliver to City copies of all Work Product , deliverables, or documents prepared by Design Professional under this Agreement, including both print and electronic versions. Full compliance with this requirement is a condition precedent to final payment following termination. This paragraph survives termination of the Agreement. 21. LEGAL REQUIREMENTS: Design Professional must comply with all applicable local , state or federal laws , rules and regulations , and all ordinances, rules and regulations enacted or issued by City. In addition, if any of the Services provided under this Agreement are subject to prevailing wage requirements under Labor Code Section 1720 et seq., the following provisions apply to those Services: City of Cupertino Callander Associates Landscape Architecture , Inc. For 1-280 Channel Trail Feasibility Study Page 10 of 14 [Agrmt-Des Prof-Single ProJect-FINAL-2016.09] A. Prevailing Wages. To the extent applicable , Design Professional must comply with the City 's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. B. Working Day. To the extent applicable , Design Professional must comply with California Labor Code Section 1810 , et seq. which provides that wo rk perform ed by employees of cont ractors in excess of 8 hou rs per day , and 40 hou rs du ring any one we ek , must be compensated as overtime , at not less than 1 ~ times the basic rate of pay. C. Payroll Records . To the extent applicable , Design Professional must comply with California Labor Code Section 1776 which requires certified payroll records be mainta ined with the name, address, social security number, work classification , straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice , worker, or other employee employed by him or he r in connection with this Agreement. The payroll records must be made available for inspection as provi ded in Cal ifornia Labor Code Section 1776. D. Apprentices. To the extent applicable , Design Professional must comply with California Labor Code Section 1777.5 regarding apprentices. 22. DISPUTE RESOLUTION: This Agreement will 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 ju risdiction. 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 must be filed with the Superior Court fo r the County of Santa Clara , State of California , and no other place. If the parties engage in arbitration to resolve a dispute relating to this Agreement , the arbitrator's award must be supported by law and substantial evidence, and must include detailed written findings of law and fact. This section survives expiration or termination of the Agreement. 23. ATTORNEY FEES: If the City initiates a legal action , including a complaint or cross-complaint , arising out of, relating to or seeking the interpretation or enforcement of the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs, including the attorney fees and costs for any arbitration, appeal, or enforcement of judgment. This attorney fee provision does not apply to legal actions initiated by the Design Professional. This section survives expiration or termination of the Agreement. 24. ADVERTISEMENT: Design Professional may not post , exhibit , display or allow to be posted , exhibited , displayed any signs , advert ising , posters or cards of any kind on City property performed under this Agreement without prior written approval from the City. City of Cupertino Callander Associates Landscape Architecture , Inc . For 1-2 80 Chann e l Trail Fea s ibility Study Page 11 of 14 [Agrrnt-Des Prof-Single Project-F INAL-2016.09] 25. WAIVER: A waiver by City of any breach of any term , covenant , or condition contained herein will 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. 26. THIRD PARTY BENEFICIARIES: There are no intended third party beneficiaries of this Agreement. 27. RECITALS: The parties agree that the above recitals, w~h~i=c ,..,_,,,,,_,,._""'"""~-=->a=.,..~"'--'-"'"""=~~,-'~~~dbbl,._ _____ _ correct. 28. INTEGRATED AND AMENDMENT: 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 will be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written instrument signed by authorized representatives for both City and Design Professional. If any provision of this Agreement is determined to be illegal, invalid , or unenforceable by a court of competent jurisdiction, all remaining provisions will remain in full force and effect. 29. CONFLICT OF INTEREST: Design Professional warrants that it is not a conflict of interest for Design Professional to perform the Services required by this Agreement. Design Professional may be required to fill out a conflict of interest form if the Services provided under this Agreement require Design Professional 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. 30. GIFTS: Design Professional is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, as set forth in City Administrative Procedures . Design Professional agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. Offering or giving a prohibited gift constitutes a material breach of this Agreement by Design Professional. In addition to any other remedies City may have in law or equity, City may terminate this Agreement for cause as provided in Section 20 of this Agreement. 31. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement is deemed to be enacted herein, and the Agreement will 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 will be amended to make such insertion on application by either party. City of Cupertino Callander Associates Landscape Architecture, Inc . For 1-2 80 Channel Trail Feasibility Study Page 12 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016 09] 32. EXECUTION: The person executing this Agreement on behalf of the Design Professional represents and warrants that the Design Professional has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Design Professional. 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. 33. 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. [Signatures on following page.] City of Cupertino Callander Associates Landscape Architecture, Inc . For 1-280 Channel Trail Feasibility Study Page 13 of 14 [Agrmt-Des Prof-Single Project-FINAL-2016.09] IN WITNESS WHEREOF , the parties have caused the Agreement to be executed. DESIGN PROFESSIONAL Callander Associates Landscape Arch~re, Inc. By ~,) Name t}fJt/1(/rlft/( Title ~ Date ~PJ/YJJ Tax I.D . No .: 1f-1;1;,ft/17 CITY OF CUPERTINO A Municipal Corporation By ~ Timmorden,Director of Public Works Address: 11/~ &jJ/llj:;ft#t-n, /Jlj/rlf!!l;UJ vJrj//!7 APPROVED AS TO FORM : Cit y of Cupertino ,( Randolph Stevenson Hom , City Attorney ATTEST: ~'fr f--7/-r7 G race Schmidt, City Clerk Contract Amount: ,,."l'i't , ~ '?$,!l,i Account No . : I.fro . 9Dt. . o,<, ftJD-'los- '7.:>i' 0 ;;> ""h &t . ~ ( p D U1.E · -z:z, g Page 14 of 14 Callander Associates Landscape Architecture , Inc . For 1-280 Chann e l Trail Feasib ility Study [Agrrnt-Des Prof-Single Project-FINAL-2016.09] EXHIBIT A -SCOPE OF SERVICES Interstate 280 Channel Trail Feasibility Study July 31 , 2017 The following scope of service s is a sugge sted approach and is subject to modification to respond to specific requirements of the project. The scope incorporates three fundamental principles of public project development; ( l) a carefully managed project v etting proces s, (2) keeping the client fully informed at all times, (3) opportunities for input on each plan iteration b y all effected parties . Items shown in bold-face italics are deliverables. TASK 1: BACKGROUND INFORMATION 1.01 Start-Up Meeting: Prepare for and facilitate an initial meeting with city staff to review overall project objectives, team member role s, approach , project management and schedule, Technical Ad v isory Committee (TAC) formation , key concerns and other aspects of the project. In coordination with the city, we will prepare a meeting agenda and a meeting summary. l .02 Phone Coordination: Conduct bi-weekly phone conferences to discuss project statu s for the duration of the project. Task as sumes one (l) hour for each call . l .03 Initial Site Investigation: As part of the start-up meeting a cursory initial site visit will be critical to an understanding of the project and rapid identification of plausible alignments. We will v isit select spots along the 1-280 channel as well a s parallel corridors to the south and note specific characteristic s of each. l .04 Technical Advisory Committee Formation and Outreach Plan: Formalize technical advisory committee and develop contact list and identify meeting dates and locations . The Committee shall consist of the underlying property owners and other key players and is anticipated to include representative s from Vallco, Apple, SCVWD, Caltrans , Cupertino Loc-N-Stor, SCVTA the City of Sunnyvale, PG&E and others as warranted . In assembling this disparate group of stakeholders the attendees benefit from a broader project understanding and a spirit of cooperation emerges that is much more d ifficult to foster if each stakeholder was to be approached separately. Develop a public outreach plan including community events to be attended and by whom , committee and public meeting dates and locations, goals and objectives of each meeting , notification collateral and protocols, etc. Craft a Mission Statement that embodies the project 's goals, 'spirit' and working relation ships. 1.05 Public Meeting Collateral: As part of the above outreach plan identify and p repare all project outrea c h collateral items including project branding (to be incorporated on all materials), meeting newsletter (1), meeting postcard (1), on- line surveys (3), and information booth materials such as a banner project information board. Callander to prepare designs and provide originals to city for printing and distribution. Task includes preparation of artwork for the above and preparation of content for posting to the City's website throughout the process. Translation and interpreter services to be provided by the City. 1 .06 Base Data Acquisition: Obtain reference information for use in conceptual design. Exist ing mapping of the subject area (b y SCVWD, City GIS, utility agencies , Google Earth aerials , shall be used in the development of base sheets. Other information to be obtained to include regulatory guidelines, prior planning documents, SCVWD shared use guidelines, and general policy statements issued by local jurisdictions that speak to the development of trails. This shall include Cupertino General Plan, 2016 Bicycle Transportation Plan, South Vallco Connectivity Plan , Joint Cities Coordinated Stevens Creek Trail Feasibility Study, Santa Clara Countywide Trails Master Plan Update, Countywide Trail s Prioritization and Gaps Analysis , and VTA Bikeways Map D -Cupertino, Campbell, Saratoga, and Los Gatos. In addition, revie w available standards from Santa Clara County, Santa Clara Valley Water District, Caltrans, ADA, VTA and other that wo uld apply to this planning effort. Prepare summary memo describing standards and guidelines and how this trail segment aligns with previous planning efforts and standards as well as any additional findings that would affect trail development. 1.07 File Set-Up: Create a Drop Box or equivalent file share for the project. Collect and catalog reference info. TASK 2: OWNERSHIPS AND JURISDICTIONS 2.01 Mapping: In order to better evaluate the feasibility of this trail alignment it will be necessary to understand property ownership issues, easements, right of ways, and other site conditions. The mapping task will occur over two phases. a. Phase One -Research and locate available documents (parcel maps, deeds, title reports, aerial, topo survey , etc.) available from the City and Santa Clara Valley Water District to initially define the available Right-of- Way for the project with an emphasis on the channel . Obtain a limited number of title reports for those parcels that present challenges such as easements or property constraints. (note: as part of this fee an allowance has been provided for obtaining title reports) Combine base data sources into a series of project base maps for use on the project. b . Phase Two (Optional Services) -Once alignments are narrowed down and topographic needs and constraints identified then mapping can continue in earnest. A mapping services proposal will be prepared that will be limited to the more feasible alignments and will involve filling in the gaps in information provided by the City through GIS files and other documentation. For purposes of this proposal and allowance has been provided for this effort. With City's concurrence on the limits, scope and cost of th e additional mapping to be performed, proceed to complete the project mapping . TASK 3: SITE RECONNAISSANCE 3.0 l Detailed Site Reconnaissance: With base information in hand perform a detailed investigation . This field work wi ll include more extensive field documentation of existing conditions and 'walking' the entire length of each reach to develop a higher level of understanding of the specific challenges associated with each . Photograph site for studio and presentation purposes. 3.02 Site Analysis: Document findings on an Existing Facilities Inventory and Analysis consisting of graphics, photographs, and supporting imagery superimposed on the project base map to educate stakeholders and the public about the existing site conditions and to summarize key opportunities and constraints . Items to map include property ownership, zoning & land use , channel condition s, on-street bicycle/ped facilities, multi-modal connections, crossings (road, rail, water, bridges), major vegetation, utilities (critical above and below ground items), grading issues, easements, and geological and biological concerns. 3.03 City Staff Meeting: Review the above information with city staff. Capture the decisions made and the follow up action items in a meeting summary . 3.04 Community Events: Participate in up to (2) community event booths , such as farmer's markets to get the word out about the project and highlight opportunities for input. 3.05 TAC Meeting #1: Review overall project goals and objectives and discuss specific site issues utilizing the existing facilities inventory and analysis. Obtain feedback and prepare written meeting summary. 3.06 Public Meeting #1 (Single Meeting): The purpose of the first public meeting wil l be to introduce the project goals and objectives, related planning efforts, review opportunities and constraints, and to obtain initial thoughts and concerns from the public. Our expectation is that a large community hall type venue would be available and we wou ld facilitate individual stations that participants can navigate and obtain project information and provide input. Prepare written meeting summary. TASK 4: DEVELOPMENT OF ALTERNATIVES 4.0 l Trail Alignment Alternatives: Based on the initial site investigations, and public input, suggest potential trail alignments. Review the route as identified in the Citywide study and provide additional alternate routes where constraints suggest that alternates should be evaluated. These will be documented on a 200 scale trail alternative alignments plan . Each alignment route will be catalogued with photos showing typical condition and potential obstacles (cros sings, etc.). Detailed areas such as crossings will be the subject of plan enlargements (up to five total) to better depict the specifics of the plan. 4.02 Route Evaluation: Prepare a preliminary assessment of alignments of the pro's and con's associated with each alternate route. Utilize goals and objectives developed during city staff meetings and public input and develop a graphic evaluation matrix to compare alignments and how the meet the se goals. 4.03 Traffic Analysis: Fehr & Peers wi ll assist with the development of the trail alignments and perform associated operational analyses, preliminarily including the following tasks: • Identify and document potential affects to traffic operations resulting from the introduction of at-grade trail crossings at up to three locations. • AM and PM peak hour traffic operational analysis for existing conditions and one future traffic volume scenario. • All analyses will be conducted using Synchro 9.0 software and do not include microsimulation. • It is assumed that existing traffic signal timing, traffic count data, and future vo lume forecasts will be provided to Fehr & Peers by others and/or taken from available sources . 4.04 City Staff Meeting: Present the above in a meeting with City staff . Discuss refinements and make minor revisions to plans and matrix where prudent. Prepare written meeting summary. 4.05 TAC Meeting #2: TAC members are reconvened to provide input on the alternative alignment plans and assessments. Facilitate input and prepare written meeting summary. 4.06 Public Meeting #2 (Two Separate Meetings): Public meeting #2 is anticipated to follow the format of the first meeting, with the addition of a recap of all the project activities that transpired since the first meeting. Participants will have the opportunity to evaluate the alternative alignments and assessments and then provide feedback. The same meeting will be held at two different locations and days to provide additional opportunities for public input. Prepare written meeting summary. 4.07 Bike and Pedestrian Commission Meeting #1: Present the project at a single Bike and Pedestrian Commission Meeting . Presentation to include a summary of the pro's and con's of each route, a summary of the work performed to date and the items of significance as identified by the public. Provide clarifications and responses to Commission members' questions. Provide the Commission with a recommendation on a preferred alignment and solicit the commissions ' support or recommendation of an ultimate alignment. 4.08 Council Meeting #1: Pre sen t the project at a single City Council Study Session . Presentation to essentially match the format of the presentation to the Commission with the exception that the Commission meeting input will be discussed. Share the Commissions' recommendations on a preferred alignment and solicit the Council's support or their recommendation of an alternate alignment. TASK 5: COMMUNITY OUTREACH/ PREFERRED ALIGNMENT 5.01 Draft Alignment Plan Preparation: Prepare a Draft Alignment Plan . This single alignment plan will indicate the most desirable of the options pursued to this point. The Alignment plan will consist of a combination of documents including an overall plan prepared at 200 scale, detail enlargements of up to fi v e key areas along the trail (crossings , pinch points . etc.), and up to three SketchUp visual simulations of ke y elements such as bridges and other elements more easily understood with 3-D modeling . Additional documentation to include a traffic considerations memo summarizing the result s of operational analyses for up to five proposed at-grade trail cross ing s, ROW acquisitions required, and an overall estimate of project costs (de sign+ construction+ administration). 5.02 City Staff Meeting: Meet to present all of the aforementioned materials to City Staff. Facilitate comments and discu ss direction for proceeding w ith refinements. Allow for minor modifications to documents prior to the next tasks. Prepare written meeting summary . 5 .03 TA C Feedback: Issue the abov e information t o the te c hnical adv is ory committee v ia email to allow for members to prov ide feedback . Prepare written summary of feedback received . 5.04 Public Meeting #3 (Single Meeting): Public meeting #3 is anticipated to follo w the format of the first tw o meetings, w ith the addition of a recap of all the project activ ities that tran spired since the first meeting . Prepare written meeting summary. 5 .05 City Staff Meeting: Meet to go over the input received in the public meeting and identify any course corrections and necessary refinements to the plan to be incorporated as part of the draft feasibility study report below. Prepare written meeting summary. 5 .06 Draft Feasibility Study Report Preparation: Prepare an executive summary, process description, summary of key considerations, and timetine and compile the work products developed over the course of the project into a cohesive , easy-to-read report (Feasibility Study) w ith the intention that thi s plan will serve as the blueprint for the next phase of the 1-280 Channel Trail . 5.07 City Staff Meeting: Present the revised materials and strategize the upcoming commission meeting. Prepare written meeting summary . 5 .08 Bike and Pedestrian Commission Meeting #2: Pre sent the project at a single Bike and Pede strian Commiss ion Meeting , reporting on input received and the selection of an alignment. Soliciting their input and endorsement (conditioned as needed). 5.09 Park and Recreation Commission & Planning Commission: Present the project at separate Park and Recreation Commission & Planning Commission Meetings, reporting on input received and the selection of an alignment. Soliciting their input and endorsement (conditioned as needed). TASK 6: FEASIBILITY STUDY 6.01 Final Feasibility Study Report Preparation: Based upon input from above, proceed to refine the draft report and supporting materials and submit the Final Feasibility Study to the City. 6.02 City Staff Meeting: Present the Feasibility Study in draft form and discuss the format and content. Prepare written meeting summary. 6.03 Council Meeting #2: Present the revised plan, respond to Council member questions and concerns and seek the Council's endorsement of the plan. Make minor modifications to the report and supporting materials based upon input. Submit the Final Feasibility Study Report to the City in electronic format for their use. OPTIONAL SERVICES It is understood that periodically throughout the feasibility study process the design team and city staff will be evaluating the need for additional information and meetings to ensure holes in background information are filled and that the community engagement program is producing the input required. For this reason, several optional tasks have been provided for the city to authorize if the need is identified. These tasks include obtaining a limited amount of topographic survey information to further analyze a specific crossing or conflict area, that cannot be fully analyzed through available information, and budgets for additional meetings if they are needed. These tasks must be authorized by the city in writing prior to beginning the work. ADDITIONAL SERVICES All tasks not specifically noted above could be performed as additional services. These tasks would include, but not be limited to, all revisions or additional submittals required by the City or any other agency's review, other meetings, additional design studies, or other tasks not specifically noted in the foregoing. These services would be billed hourly or on a lump sum fee basis to be documented in a written amendment to this agreement. REIMBURSABLE EXPENSES In addition to the above fees, we would bill for all printing and reproduction , delivery, horticultural soils samples, the communication and insurance surcharge, and other reimbursable expenses as noted in the attached Standard Schedule of Compensation. You should establish a tentative budget for these expenses (see 7.0 Summary below). These costs will be itemized on our invoice and compared monthly with the total allowances to assist you in monitoring these costs. EXHIBIT B -SCHEDULE OF PERFORMANCE 1-280 Channel Trail Feasibilit y Study 1 ~ 1 6 ~~~~;~~I Approval -------------------·--·-·--·--------"'--Durat ion _ ! \-I Jll 30, e See 24, '17 Nov 19, 'HI Jan 14, '18 IMar 11, '18 IMay6, '18 1~~ ""• '"I w, ... '"II -Tu :~;15/1 71 Tu:i~~hl-5/l-7 !Predecessors -1 [ ~8/1~-f_F T -s _ _l_w [U _T _J __ M __ ,_ FJ __ T)_s .l w __ • __ s U _L t.1 _ __] -' --' -' --- ______ 3 ___ _ ----29 __ _ 30- -3_1 _ ~ ------33 ::-1 ~ --3ii-i §3 ----;ro 41- 42 ----43 --] if3 TASK 1: BACKGROUND INFORMATION J _OJ slort -up m ee ling 1 .02 phone coordinali<ln 1 _03 init ial sit e inves tigation J _04 outreach pion I _05 public mee tin g coll ateral J _06 base data acquisition J _07 fi le se t-up TASK 2: OWNERSHIPS AND JURISDICTIONS 2.0 1 mopping (phase o ne ) i TAS K 3 : SITE RECONNAISANCE 3 _01 detailed site re conoissonce 3-02site analysis _3-03 city sta ff meeting 3 _04 communit y event s 3-05 toe m eeting # 1 3.06 publi c meeting # 1 • PHASE 4:-DEVELOPMENT OF-ALTEli°N ATIVES 4_01 trail alignment alternatives _ 4.02 route evaluati on 4_03 traffic analysis 4,04 city stoffrne~tin g 4_.05 _toc meeting #_2 _ 4_06 publi c meetin_g #2o 4_06 public meeting #2b 4.07 b ik e and pedestrian commission meeting #I (third Wednesday) 4_08 Council meetin g #1 (fi srt and third Tuesday) i TASt< 5: i::OMMUNiTY OUTREACH /PREFERRED ALIGNMENT 5_01 d raft a li gnment pion preparation 5-02 city staff meeting 5_03 toe feedback 5_.04p_ublic meeting #3 5_05 c it y staff meeting __ 5-06 cJrof t feasibility stu dy report 5.07 cily staff meeling 5-08 bike and pedestrian comm issio n mee li ng #2 (lhird Wednesday) 5_09 pork and recreation commission (firsl Thursday) 5.09 p lanning commiss io n (second and fourth Tuesday) 'TASK 6: FEASIBILITY STUDY 6-0 I fi noi feasibility study report 6.02 city sl off meeling 6-03 Council m ee tin g #2 (first and third Tuesday) Project : PJ380_Schedule Date; Fri 7128/17 Task Split Progress Milestone • o days 321 days 5 days Tue8/15/17 Tuell /6/18 ! ! : Mon 8/2 1 /17 Fri 8/25/17 11 FS+4 days I - 32 i days 5 days JO days 15 days Tue 8/15/17 Tu ~ l l /6/18 T -----[ Mon 8/2 1 /17 Fri 8/25/17 : 3FF ' Mon 8/28/17 Mon 8/28/17 15 days _Mon 8/28/17 5 days Mon 8/28/1 7 25 days 25 days 65 days Mon _8/28/17 Mon 8/28/17 Mon 9/11 /1 7 Fri 9/8/17 15 Fri 9/15/17 13 Fri9/15/17 3 Fri 9/1/17 ;3 Fri 9 /3.9 /17 i Fri 9/29/17 i 3 Fri 12/8/17 ! 5 days Mon I 0/2/17 Fri I 0/ 6/17 11 IO days Mon 10/9 /17 Fri I 0/20/17 13 ---Sdoys M on ll/6/17 Fri 11iici11i l 14 FS+l0 doys 45 -doys Mon9/ll/17 Fri 11/10/1 7 :6 -- 5 days Mon l I /27 /17 Fri 12/1 /17 • I 5FS+ 10 days 5 days Mon 12/4/17 Fri 12/8/17 ' 17 81 cla_y_s Mon 12/11 /17 Tue 4/3/18 · 25 days Mon 12/11 /17 Fri 1 /12/18 ! 18 10 days Mon 1i 1;i 8 -----------Fri l/12/18120FF 15 days Mon 12/25/17 Fri I /1 2/18 • 20FF 5 days Mon l /29/18 5 days Mon 2/12/1 8 5doys Mon 2/19/18 5 days Mon 2/26/1 8 0 days Wed 3/21/18 Odoys Tue 4/3/18 l 15 ___ da_ys Tue 4/3/18 25 days Tue 4/3/18 5 days Tue 5/22/18 15doys Tue 5/29 /1 8 5 days Tue 6/5/18 __ 5doys Tue 6/_19/18 IS days _Tue 6/26/ I 8 5 days Tue 7/3 1/18 0 days Wed 8/15/18 0 days Thu 9/6/18 Odoys Tu e 9/1 1/1 8 Fri 2/2/l 8 J20FS_+ 10 days Fri 2/16/18 • 23FS+5 days Fri 2/23/18 ! 24 - Fri 3/2/1 8 \ 25 Wed 3/21/18 ' Tue 4/3/18 : _Tue 9/11 /18 _'. Mon 5/7/18 ,28 Mon 5/28/18 , 30FS+ IO days Mon 6/1 8/18 : 3 1 M_on 6/11 /18 · 3 1 FS+5 days Mon 6/25/18 : 33FS+5 days Mon 7/16/i8 :3.i --- Mon 8/ 6/ I 8 _ 35FS+ t O days Wed 8/15/18 ! Thu 9/6/18 ' Tue 9/1 1/18 - 40 days _ Tue 9/1_ 1 /18 i Tu _e 11/6/1_8 : I 15 days Tue 9/11/18 Mon 10/1/18 39 I 5 days Tue I 0/16/18 0 days Tu e I I /6/18 Mon l 0/22/18 !41FS+IO days I Tu e 1 I/ 6/18 i ! Summary • • External Task s I ___ ... ______ J Deadl ine P roject Summary ~ '9 Exte rn al Milestone + Page 1 • 3/21 {I, • 8/15 • 9/6 ~ ; .11/6 Callander Associates Landscape Architecture Overall EXHIBIT C · COMPENSATION 1-280 Channel Trail Feasibility Study July 31, 2017 Based on the Scope of Services prepared by Callander Associates and subconsultants and the "Task Matrix" dated June 31, 20 17, we have prepared the following summary of compensation. Callander Associates Landscape Architecture, Inc. will be the prime consultant on the project with the following subconsultants: Fehr & Peers (FP) traffic engineering Sandis (SAN) topographic/boundary survey, civil engineering Fees, Basic Services task CA I FP SAN 1.0 background information $28,943 $1,500 $1,750 2.0 ownerships and jurisdiction $0 $0 $12 ,500 a. title report allowance $1,890 $0 $5,000 3.0 site reconnaissance $2 1,7 94 $5,000 $2,000 4.0 development of alternatives I $4 1.29a 1 $28,000 $2 .000 1 5.0 community outreach/p referred alignment $65,821 $12 ,000 $0 6.0 feasibi li ty study $12,609 $7,500 $2,000 reimbursable expenses (allowance) $10 ,340 $1,620 $760 !Subtotal (fees and expenses) I $1a2.69s I $55,620 $26,0 10 I Total Basic Services Not to Exceed Compensation (for tasks 1.0 through 6.0 and reimbursable expenses) Additional boundary/topographic survey and meetings (allowance) Total with Additional Services Totals $32,193 $12,500 $6,890 $28,794 $7 1,298 $77,821 $22,109 $12,720 $264,325 $264,325 $35,610 $299,935 All reimbursable expenses, including the communication and insurance surcharge noted on the attached Standard Schedule of Compensation d ated 2017 (San Jos e), would be invoiced as a separate line item . These costs will be itemized on our invoice and compared monthly with the total allowance to assist you in monitoring these costs. PJ380FeeProposal.xls ©copyrighted 2017 Callander Associates Landscape Architecture , Inc. G:\ Callander Associates • I Landscape A r chitectu r e 4 ) Y EARS Standard Schedule of Compensation 2017 San Jose General The following list of fees and reimbursable e x pense items shall be used in providing service in the agreement. These amounts shall be adjusted in January, upon issuance of an updated Standard Schedule of Compensation : Hourly Rates Principal Senior A ss ociate Associate Senior Project Manager Project Manager l Project Manager 2 Construction Manager Job Captain Designer l Designer 2 Assistant Designer Project Administrator Accounting Reimbursable Expenses $190/hour $178/hour $168/hour $152/hour $146/hour $138/hour $149/hour $127 /hour $117/hour $108/hour $95/hour $105/hour $122/hour All costs for photography, printing and plotting, special delivery, insurance certificate charges, charges for waivers of subrogation, local business licenses, sales taxes , assessments, fees, mileage, all CADD and visual simulation ancillary costs , such as data transfers , tapes and outside services , and all other costs directly related to the project will be billed as a reimbursable e x pense at our cost plus a fifteen percent (15%) administration charge . The cost of professional liability insurance and all costs associated with cell phones, electronic mail. faxes, long distance phone charges and related telecommunications shall be charged as a combined surcharge of 2.5% on the total fees . Payments Payments are due within ten days after monthly billing with amounts more than thirty days past due subject to a 1.5% per month interest charge . Retainer amounts, if indicated, are due upon signing the agreement and shall be applied to the final invoice for the project. 20 l 7 SJ Fee Schedule © copyrighte d 201 7 Coll onder Associates Landscape Arch itecture. Inc. Client#· 56 CALLAASS01 ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD/YYYY) 7/20/2017 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 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 ~f~i~cT Doris Chambers Dealey, Renton & Associates r..tJgNJo , Extl: 510 465-3090 I ft~. No): 510 452-2193 P. 0. Box 12675 !oMl~~ss, dchambers@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# 510 465-3090 -Mandy Guo INSURER A, American Automobile Ins . Co. 21849 INSURED INSURER B : Hartford Accident & Indemnity 22357 Callander Associates INSURER c: Argonaut Insurance Company 19801 Landscape Architecture, Inc. 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INSR TYPE OF INSURANCE ADDL SUBR (~~hjg~l I 1~~hjgrJ9~1 LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY X X AZC80916258 07/07/2017 07/07/2018 ' EAC H OCCURR ENC E s2,000,000 I-=:J CLAIMS -MAD E ~ OCCUR ~~~tf§H9E~~~JtirPence) s1 000 000 I- MED EXP (Any one person) s 10,000 PERSONA L & ADV IN JURY s2,000,000 I- GEN 'L AGGREGATE LI MIT APP LI ES PER : GENERA L AG GRE GATE s4,000,000 ~ D PRO -D LOC s4,000,000 PO LI CY JECT PRO DUC TS -COM P/OP AG G OTHE R: s A AUTOMOBILE LIABILITY X X AZC80916258 07/07/2017 07/07/201 S COMB IN ED SIN GLE LI MIT 51,000,000 t Ea accident) - ANY AU TO BODI LY INJURY (Per person) s I-ALL OWN ED -SCHE DU LED AU TOS AUTOS BODIL Y INJURY (Per acc ident) S I-NON -OWNED PROP ERTY DAMAG E X HIRED AUTOS X AU TOS /Pe r accid ent) s I- s A ~ UMBRELLA LIAB fi OCC UR X X AZC80916258 07/07/2017 07/07/2018 EAC H OCCURRENC E s1 000 000 EXCESS LIAB CLA IMS-MADE AGGR EGATE s2 000 000 DED I I RETENTI ON $ s B WORKERS COMPENSATION X 57WEGGE6767 07/01/2017 07/01/2018 X l ~~f TUTE I l ?JH-AND EMPLOYERS' LIABILITY Y/N ANY PRO PRIETO R/PARTNE R/EXECUTI VE~ E.L. EAC H ACC ID ENT s1 000 000 OFF ICER/MEMBER EXC LUDED ? N N /A (Mandatory in NH) E.L. DI SEAS E -EA EMP LOY EE s1 ,000,000 If yes , describe under E.L. DISEAS E -PO LI CY LI MIT s1 ,000,000 DESCRI PTI ON OF OP ERATI ONS be low C Professional X IAE1240705 12/31/2016 12/31/201 1 $2,000,000 P" Claim Liability $2,000,000 Anni Aggr. DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remark s Sch edule , may be attach ed if more spac e is required) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. 30 Day Notice of Cancellation/10 Day notice for Non-Payment of Premium. REF: Project: THE 1-280 CHANNEL TRAIL FEASIBILITY STUDY. GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED: City of Cupertino, its City Council, boards and commissions, officers, officials, employees, agents and volunteers. Commercial General Liability is primary and non-contributory and includes (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014-0000 AUTHORIZED REPRESENTATIVE I ~w;_;~~ © 1988-2014 ACORD CORPORATION . All rights reserved . ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S2076485/M2057603 DAC DESCRIPTIONS (Continued from Page 1) severability of interests per policy form. Waiver of Subrogation applies to Commercial General Liability, Automobile Liability and Workers Compensation. SAGITTA 25.3 (2014/01) 2 of 2 #S2076485/M2057603 Callander Associates AZC80916258 EXCERPTS FROM : Fireman 's Fund ABC MUL TICOVER -AB 91 89 08 07 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: AMERICAN BUSINESS COVERAGE 2. Blanket Additional Insured Section II -Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are required by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability arising out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you ; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s) 4. Blanket Waiver of Subrogation Section II -Liability Coverage , Part K. Liability and Medical Payments General Conditions, is amended to include: 6. Transfer or Rights of Recovery Against Others to us and Blanket Waiver of Subrogation b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organization . 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2 is replaced with: 2. Coverage C -Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured , but only with respect to that insured 's liability arising out of the ownersh ip, maintenance , or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance. EXCERPT FROM : PROPERTY/LIABILITY POLICY --AB 90 00 12 93 II. K. 5. Separation of Insureds Except with respect to the Limits of Insurance , and any rights or duties specifically assigned in this policy to the first Named Insured , this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. AZC80916258 ABC MultiCover -AB 91 89 08 07 This endorsement modifies insurance provided under the following: American Business Coverage Your policy is broadened and clarified as follows: permanent lodging, or premises by or at the direction of any insured ; or -------'~----'--N'-'on_Employ menLDiscr.imination_____Lia __ w.t· l.L. y_ _____________________ _ Unless Personal Injury or Advertising Injury 1s excluded from this policy : A. Section III -Definitions , Item 17. Personal Injury is amended to include: f. Discrimination B. Section III -Definitions, Item 2 . Advertising Injury is amended to include: e. Discrimination C. Section III -Definitions is amended to in- clude: 30. Discrimination means the unlawful treat- ment of individuals based on race, color, ethnic origin, gender, religion, age, or sexual preference. D. Section II -Liability Coverage, Part H. Ex- clusions, Item l.p Personal Injury or Adver- tising Injury is amended to include: (11) Arising out of discrimination directly or indirectly related to the past employ- ment, employment or prospective em- ployment of any person or class of persons b y any insured; or ( 12) Arising out of discrimination directly or indirectly related to the sale, rental , lease or sub-l e ase or prospe ctiv e sale, renta l, lease or sub-lease of any dwelling, (13) Arising out of discrimination, if insurance thereof is prohibited by law; or (14) Fines, penalties, specific performance, or tnJtmctions levied or imposed by a go- vernmental entity, or governmental code, law, or statute becaus e of discrimination 2. Bl a nket Additional Insured Section II -Liability Coverage, Part I. Who Is An Insured, Ite m 2. is a m ended to include: f . Any p erson or organization that you a re re- quired by a written insured contract to include as an insured, subject to all of the following provisions: ( l) Cove rage is limited to their liability aris- ing out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or lease d to you ; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you ; or (d) the maintenance, operation or use by you of equipment leased to y ou by such person(s) or organization(s); or Tbis Fonn must be attac bed to Cbange End or sem ent when issued aft er the pol icy is writt en . One of til e Fireman's Fund Insurance Companies as named in th e po licy Seer~ Presi dent AB91 89 8-07 Page l of 6 (e) a state or political subdiv isi o n per- mit issu ed to you . (2) Coverage c.lo es not apply to any occur- rence or offen se: (a) w hic h took place before the exe- cution of, or su b sequ ent to the completion or ex piration of, the r-itten-i n su!'ed-eontr-act-,er (b) which takes place a ft er you ce ase to be a tenant in that premises. (3) With respect to architects, engineers, or surveyors, coverage does not apply to Bodily Injury, Property Damage, Per- sonal Injury or A dvertising Injury arising out o f the rendering or the failure to render any professional serv ices by o r for you inc ludin g: (a) The preparing, approving, or failing to prepare or approve maps, draw- ings , op inions, reports, surveys, change orders, des ign s or specifica- tions; and (b) Supervisory, inspection, or eng1 - . . neenng services. If an Additional Insured end orse m ent is attache d to this policy that sp ecific ally n ames a p erson or o rgan ization as an insured , then this coverage do es not apply to that p erson or organization. 3. Blanke t Additional Insure d for Vendors Unless the Products-Completed Operations Haz- ard is excluded from thi s policy, Section II -Li- ability Coverage, Part I. Who Is an Insured, Item 2 . is amended to in cl ud e: g . A ny vendor but only with res p ect to Bodil y Injury or Property Damage arisi ng out of y our products w hich are di s tributed or so ld in th e regular course of the vend o r's bus ine ss, s ub - j ec t to the following additional exclusio ns: AB9 189 8-07 1. The insurance affo rd ed the vend o r d oes not apply to: a. Bodil y Injury or Property Damage for which the vend or is o bligated to pay d amages by reason of the b. c. assumpti o n of li a bili ty in a co ntrac t or agreement. This exclusion does n o t apply to liability for d am ages that the vendor would h ave in the ab sence o f the contract or agree- m ent; Any express warranty unauthorized by you ; Any physical o r chemical change in the product made intentionally by the vendor; d. R epackaging, unl ess unpacke d sol ely for the purpose of inspection, dem- onstration, testing, or the substi- tution of parts under instructions from the manufacturer, a nd then re - packaged in the original contai n er. e . Any fai lure to make such m- sp ections, adjustments, tests or ser- v1cmg as the vendor ha s agree d to make or normally undertakes to m ake in the u su al course of busi- ne ss, in co nn ec tion w ith th e distrib- ution or sale of the products; f. D emonstration, ins tallation , servic- ing o r repair operations, except s uch operations p erforme d at the vendor 's pre mi ses in conn ec tion w ith the sa le of the product; g . Products which, after di s tribut io n or sa le b y you , have b een la b e led or rel a beled or u sed as a container, part or in gred ie nt of any other thin g or sub stance by or for the vendor. 2. This ins urance does not apply to a ny in- sured p erson o r organiz ati on , from w hom you h ave ac quired such products, or any ingredient, p art or container, en - tering into , accom p a ny in g or containing su c h p ro du c ts. If an A dd iti on a l Insured -Vend ors endorsement is attached to this policy that specifically n ames a person or organ ization as an insured, then thi s coverage does n ot apply to that person or o rgan- ization. Page 2 of 6 4. Blanket Waiver of Subrogation Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include : 6. Transfer of Rights of Recovery Against Oth- ers to us and Blanket Waiver of Subrogation a. If the insured has rights to recover all or -------------=pc=a=rt.-----=of any payment we have made under this Coverage Part, those rights are transfened to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organ- ization. 5. Broadened Named Insured Section II -Liability Coverage, Part I. Who Is An Insured, Item 4 . is replaced with: 4. All of your subsidia1ies , companies, corpo- rations, firms , or organizations, as now or hereafter constituted, qualify as Named In- sured under this policy if: AB9189 8-07 (a) you have the responsibility of placing in- surance for each such entity; and (b) coverage for the entity is not otherwise more specifically provided; and ( c) the entity is incorporated or organized under the laws of the United States of America. But each entity is insured only while you own, during the policy period, a controlling interest in such entity of greater than 50% of the stock or assets. However : (a) Coverage under this provision is afforded only until the end of the policy period, or the 12 month anniversary of the policy inception date, whichever is earlier; (b) Coverage C does not apply to bodily in- jury or property damage that occurred 6. before you acquired or formed the or- ganization; (c) Coverage C does not apply to personal injury or advertising injury arising out of an offense committed before you ac- quired or formed the organization. Medical Payments Unless Coverage D .. techcal-Payments is excluded from this policy: A. Section II -Liability Coverage, Part H. Ex- clusions, Item 2.f. is replaced with: f. Included within the products-completed operations hazard. However, this exclu- sion does not apply to expenses for den- tal services. B. Section II -Liability Coverage, Part G. Cov- erage, Item 2., is amended to include: c . Coverage D. Medical Payments is pn- mary and not contributing with any other insurance, even if that other insur - ance is primary also. 7. Tenant's Legal Liability 8. A Section III -Liability Coverage, Part J. Li- ability and Medical Payments Limits of In- surance, Item 3. is replaced with: 3. The most we will pay under Coverage C -Liability for damages because of prop- erty damage to premises while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner: a . ansmg out of any Covered Cause of Loss shall be the greater of: ( l) 1,000,000 ; or (2) The Tenant's Legal Liability limit shown in the Declarations. Chartered Aircraft Section II -Liability Coverage, Coverage C, Part H. Exclusions, Item Lg. is amended to include: (5) An aircraft in which you have no ownership interest and that you have chartered with crew. Page 3 of 6 9. Coverage Territory Broadened Section Ill -Definitions, Item 5.a. is replaced with: a. The United States of America (including its territories and possessions), Puerto Rico, Ca- nada, Bermuda, the Bahamas, the Cayman Islands and the British Virgin Islands. ____ _l..UL _Brn.ad ened A chr.er:tising_.Iaj.u.cy. Unless Advertising Injury is excluded from this policy: A Section Ill -Definitions, Item 2. is replaced with: 2. Advertising Injury means injury arising out of one or more of the following of- fenses: a . Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organiza- tion's goods , products or services; b. Oral, written, televised or videotaped publication of material that violates a person 's right of privacy; c. Misappropriation of advertising ideas or style of doing business; or d. Infringement of trademark, copy- right, title or s lo gan. B. Section II -Liability Coverage, Coverage C, Part H. Exclusions , Items l.p.(l) and (2) are replaced with: ( l) Arising out of oral, written, televised or videotaped publication of material , if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period; 11. Broadened Personal Injury Unless Personal Injury is excluded from this pol- icy, Section III -Property, Liability and Medical AB9189 8-07 Payments Definitions , Items 17.b., d. and e. a re replaced with: b. Malicious prosecution or abuse of process; d. Oral, written, televised or videotaped publica- tion of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e . Oral, written, televised or videotaped publica- tion of material that violates a person's right of privacy; 12. Broadened Personal or Advertising Injury Unless Personal Injury or Advertising Injury is excluded from this policy, Section II -Liability Coverage, Coverage C, Part H. Exclusions, Item l.p.(4) Exclusions is d eleted in its entirety. 13. Fellow Employees Coverage Section II -Liability Coverage, Part I. Who Is an Insured, Item 2.a.(l) is amended as follows: (l) Personal Injury to you or to a co-employee while in the course of his or her employment, or the spouse, child, fetus , embryo, parent, brother, sister or any member of the house- hold of that employee or co-employee as a consequence of such Personal Injury, or for any obligation to share damages with or repay someone else who must pay damages because of the injury; or 14. Mental Anguish Is Included in Bodily Injury Section Ill -Definitions , Item 4 . is replaced with: 4 . Bodily injury m eans bodily injury, sickness or disease sustained by a person. It includes death or mental anguish which result at any time from such physical harm, physical sick- ness or physical disease. Mental anguish me- ans any type of mental or emotional illness or disease. 15. Unintentiona l Failure to Disclose Hazards Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions , is amended to include: Page 4 of 6 6. Unintentional Failure to Di sc lose H azards If you unintentionally fail to disclose any ha- zards existing at the incep tion date of your policy, we wi ll not den y coverage under this Coverage Form because of such failure. However, thi s provision do es not affec t our right to collect ad ditional premium or exercise our right of cancellation or non-renewal. lega l representatives are aware of th e General Liability occurrence, offense , claim , or suit. Knowledge of an occurrence, offense, claim , or suit by other employee(s) does not imply you also have suc h knowledge. b. To the ex tent possi ble , notice to u s should include : _________________________________ __Jl:-"~---How.,---Wben--anLw.her.e-the_occurrence or 16 . Supplementary Payments, Increase Limits Section II -Liability Coverage, Part G. Coverage, Items l.e. (2) and ( 4) are replaced with : (2) The cost of b ail bonds required becau se of acc idents or traffic law violation s arising out of the use of any vehicle to w hich the B odily Injury Liability Coverage applies. We do not have to furnish these bonds. ( 4) All rea sonabl e expenses incurred by the in- sured at our request to assist us in the inves- tigation or defens e of the claim or suit including substantiated loss of ea rnings up to $50 0 a day b ecau se of tim e off work. 1 7. Per L ocation Aggregate A Section II -Liability Coverage, Part J. Limits of Insurance, Item 4. is amended to includ e: The Aggregate Limit of Insurance applies se - parately to each location owned by you , rented to you, or occupied by you w ith the p ermission of the owner. B. Section III -Property, Liability and Medica l Payments Definitions, is amended to include : 3 1. Location means premises involving the same or connecting lots, or premises whose connection is interrupted only b y a street, roadway, waterway or right-of- way of rai lro a d. 18 . A m end ed Duties in the Event of an Occurrence, Offense Claim or Suit Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions, Item s 2.a . and b. are replaced with : a. In the event of an occurrence, offense, cl aim, or suit, you must promptly notify us. Your duty to promptly noti fy us is effective when your executive officers, p artn ers, members, or AB9189 8-07 offense took place; (2) The names, addresses, and tel ephone numbers of any injured persons and w it- nes ses; and (3) Th e nature and location of any injury or damage ar ising out of the occurrence, of- fense, cl a im , or suit. 19 . Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2. is replaced w ith : 2. Coverage C -Liability If other va lid and collectible insuranc e is available to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as fo llows: a . The insurance provid ed under this policy is prim ary if you are required by a w ritten insured contract to include any person or organization as an insured, but only with respect to that insured 's liability arising out of the ownership, mainte- nanc e, or u se of that p art of the premises owned by or rented to you, or your work for that insured b y or for you. Any other insu ra nce available to that person or or- ganization is excess and noncontributory w ith thi s insurance, or ; b. Except for the c ircum sta nc e d escribed in 2.a., above, the insurance provided under this policy is excess over any other li- ability insurance available to any insured wheth er such other insurance is written as primary, excess , contingent or any other b as is. An exception applies when any insur ed specifically has purchased excess insu ra nce to appl y in excess of the limits of insuranc e shown in the D ecla- rations of thi s Coverage Part for Cove r- age C. Page 5 of 6 20. Damage to In v it ees ' Automobiles from Falling Trees or Tree Limbs -Limited Coverage The p olic y applies to dir ect phys ical dam age to automobiles owned by inv ite es subject to all of th e following: 1. Provided such damage originates from prem- ises owned, manage d, leased or rented by an insured ; 2. Cove rag e app lies only to invitees of an m- sured or an in sur ed's tenant; 3. Such dam age is directly caused by w ind-drive n falling trees or tree limb s; 4 . Th e mo st we w ill pay for any one loss is the lesser of the ac tu a l cash valu e of the damaged automobile as of the time of the loss ; or the cost of rep airi ng or repl ac ing the damage d autom obil e w ith anoth er automobil e of like AB9 189 8-07 kind and quality; subject to a limit of S25 ,000 in any one p olic y peri od; and 5 . This coverage is not subject to the General Li ability General Aggregate Limit. 21. Expec ted or Intended Injury -Amendment to Ex - clusion SECTION I. -2. EXCLUSIONS a. Expected or nten e nJury , 1s rep ace o lowing : a. Expected or Intended Injury Bodily injury or property damage exp ec ted or intended from the stan dp oint o f the insured. This ex clu sion do es not apply to bodily injury or property damage resulting from th e use of reasonable force to protec t persons or prop- erty. All other terms and conditions of the pol icy app ly . Page 6 of 6 Insured Callander Associa tes Policy Number AZCB09 162 58 Effective Date 0 7/0 7/20 17 Aggregate Limits of Insurance (Per Project) -AB 93 16 05 04 Policy Amendment Section II This endorsement modifies insurance provided under the following: American Business Coverage Section II -Liability Coverages, Part J . Liability and Medical Payments Limits of Insurance, 4 . Aggregate Limits, applicable to injury or damage arising from all occurrences during the policy period other than injury or damage: 1. included in the products -completed operat ions hazard ; or 2 . arising out of personal injury offenses or ad vertis - ing injury offenses , appl ies separately to each of your projects away from premises owned by or rented to you. This form MUST be attached to Change Endorsement when issued after the policy is written . One of the Fireman's Fund Insurance Compan ies as named in the policy. AB 93 16 05 04 AZC80916258 FleetCover® Endorsement -CA 70 18 03 10 Policy Amendment(s) Commercial Business Auto Coverage Form -Motor Carrier Coverage Fo1111 A. Broadened Named Insured Section II -Liability Coverage, A . Coverage, 1. Who Is An Insured, the following is added: as an insured under any other automobile li- ability in surance p o lic y whose limits of insur- ance have been exhausted or whose insurer has become insolvent. ------~A~n.,,y~o-rganization__}'_o_u own on the_inception__o.Lt~b=is __ +-<B. Broadened-who-h ~dn-fo~'urcd---- policy, or newly acquire or form during the policy period, and over which you maintain during the policy period, majority ownership or majority 111- terest will qualify as a Named Insured if: (I) There is no other similar msurance available to that organization; and (2) The first Named Jnsured shown in the Dec- larations of this policy has the responsibility of placing insurance for that organization; and (3) The organization is incorporated or organized under the laws of the Un ited States of Amer- ica . However: (a) Coverage under this provision is afforded only until the next occurring 12 month anniversary of the beginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (b) Coverage W1der this provision does not apply to bodily injury or property damage that re- sults from an accident that occurred before you acquired or fonned the organization; and (c) No person or organization is an insured with respect to any current or past partnership, or joint venture that is not shown as a Named Insured in the Declarations; and (d) Coverage under A.(l), (2) and (3) above does not apply to an y organization that is covered 1. Fom1 CAOOO 1 (if attached to this policy), Section II -Liability Coverage, 1. Who Is An Insured , item b.(2) is deleted, and d. is added as follows: d . Your employee while usmg with your permission his owned auto , or an auto owned by a member of his or her house- hold, in your business or your personal affairs , provided you do not own, hire or borrow that auto. 2 . Fonn CA0020 (if attached to thi s policy), Section II -Liability Coverage, 1: Who Is An Insured , item b.(2) is deleted, and f. is added as follows: f. Your employee or agent while using with your pennission hi s owned private pas- senger type auto, or a private passenger type auto owned by a member of his or her hou seho ld , in your business or per- sonal affairs, provided you do not own, hire, or borrow that auto . C. Additional Insured Coverage and Waiver of Subrogation 1. Fotm CAOOO 1 (if attached to thi s policy), Section II -Liability Coverage, 1. Who Is An Insured , th e following is added as item e.; and form CA0020 (if att ac hed to this policy), Section II -Liability Coverage, 1. Who Is An Insured; the following is added as item g.: Thi s Form mu st be attached to Change Endo rse m ent w hen iss ued after the policy is written . One of the Fireman's Fund Insurance Companies as named in the policy Pre si d ent CA7018 3-10 Page I of 7 Any person or organization with respect to the operation, maintenance , or use, of a cov- ered auto , provided that you and such person or organization have agreed under an ex- pressed provision in a written insured contract or written agreement, or a written pem1it is- sued to you by a governmental or public au- thority, to add such person, organization, or governmental or public authority to this pol- icy as an msurecl However, such person or organization is an insured (1) Only w ith respect to the operation, maintenance, or use, of a covered auto; and (2) Only for bodily injury or property dam- age caused by an accident which takes place after : (a) You executed the insured contract or written agreement; or (b) The pem1it has been issued to you. 2. Form CAOOOl (if attached to this policy), Section IV -Business Auto Conditions, A. Loss Conditions, item 5.; and fom1 CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, A. Loss Conditions , item 6.; the following is added: Waiver of Subrogation If required by a: a. Written insured contract or written agreement executed prior to the accident; or b. Written pem1it issued to you by a gov- ernmental or public authority prior to the accident; we waive any right of recovery we may have against any person or organization named in such contract, agreement or pem1it, because of payments we make for injury or damage arising out of the ownership , maintenance or use of a covered auto . D. Auto Medical Payments -Increased Limit For each covered auto described in the Declara- tions or shown in the Schedule as having Auto CA7018 3-10 Medical Payments Coverage, the Medical Pay- ments Limit of Insurance for those autos is revised to the greater of: 1. $5 ,000 ; or 2. The limit shown in the Declarations E. Hired Auto Physical Damage Coverage and Loss ie....Exp=e-n=se~s~~~~~~~~~~ Hired Auto Physical Damage Coverage If Physical Damage Coverage is provided by this policy on your owned covered autos, the following applies: Any auto that you lease, hire, rent or borrow without a driver, will be covered under this policy for Physical Damage Coverage . However any such auto: 1. Will be covered only for the same Physical Damage Coverage that applies to your owned covered autos ; 2. Will be subject to the same applicable deductible shown m the Declarations that applies to your most similar owned covered auto, except any Comprehensive Coverage deductible does not apply to loss caused by fire or lightning; and 3 . The most we will pay for any one loss in any one accident is the lesser of the following: a. Actual cash value of the damaged or stolen property as of the time of the loss as detem1ined by us; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. In addition, we will pay costs and fees associated with such covered loss only for a maximum time period of seven days beginning with the date of loss , subject to a maximum of $500. However: l. If fom1 CAOOO I is attached to this policy, this coverage does not apply to autos you lease, hire, rent or boITow from any of your employees, pa1tners (if you are a partnership), members (if you are a limited liability com- pany) or members of their households; and Page 2 of 7 2. If form CA0020 is attached to this policy, this coverage does not apply to any pr ivate pas- senger type auto you lease, hire, rent or bor- row from any member of your household , any of your employees, partners (if you are a partnership), members (if you are a limited liability company), or agents or members of their households. --------MIJired -A-ut-o-boss-of-B-se-E-x·penses Form CAOOO 1 (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses; and fonn CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses; is deleted and replaced by the following: b. For Hired Auto Physical Damage, we will pay expenses for which an Insured becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declara- tions indicate that Comprehensive Cov- erage is provided for any covered auto; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss is provided for any cov- ered auto; or (3) Collision only ifthe Declarations indicate that Collision Coverage is provided for any covered auto. However, the most we will pay for any ex- penses for loss of use is $100 per day, to a maximum of $1,000 . F. Coverage Territory -Hired Auto Fom1 CA 0001 , (if attached to this policy), Section IV -Business Auto Conditions, B. General Condi- tions, 7. Policy Period, Coverage Territory, b.(5).(a) is replaced by the following: (a) A covered auto of the private passenger type is leased, hired, rented or boITowed without a driver for a period of 180 days or less ; and Form CA0020 (if attached to thi s policy), Section V -Motor Carrier Conditions, B. General CA7018 3-10 Conditions, 7. Policy Period, Coverage Territory, b.(5).(a); is replaced by the following: (a) A covered auto of the private passenger type is leased, hired , rented or b01rnwed without a driver for a period of 180 days or less ; and G. Communication Equipment Coverage 1. Form CA 0001 (if attached to this policy), Section III -Physical Damage Coverage, C. Limit of Insurance, Paragraph 2. is deleted and replaced by the following: 2. $1,500 is the most we will pay for loss in any one accident to all electronic equip- ment that reproduces, receives or trans- m its audio, visual or data signals which, at the time of the loss, is: 2. Fonn CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, Limits of Insurance, Paragraph 2. is deleted and replaced by the following : 2. $1 ,500 is the most we will pay for loss in any one accident to all electronic equip- ment that reproduces , receives or trans - mits audio, visual or data signals which, at the time of the loss, is: H. Tapes, Records, CDs and DVD Coverage A. Under Comprehensive Coverage, we will pay for loss to tapes , records, discs or other similar devices used with audio, visual or data elec- tronic equipment. We will pay only if the tapes , records, discs or other similar audio, visual or data electronic devices: I . Are your prope1ty, or that of a family member; and 2. Are in a covered auto at the time of a loss. B. The most we will pay for loss is $250. C. Physical Damage Coverage provisions apply to this coverage , except that no deductible applies. I. Personal Effects Coverage Form CAOOO l (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; and form CA0020 (if at- tached to thi s policy), Section IV -Physical Page 3 of 7 Damage Coverage, A. Coverage, 4. Coverage Ex- tensions; item d. is added as follows: d. Personal Effects Coverage (1) We will pay only for those expenses in- curred by you that begin 24 hours after the covered loss . (2) We will cease paying for those expenses, regardless of the policy's expiration date, at the earlier of the following dates: We will pay up to $500 for loss for clothing items or other personal effects that are owned by an insured and are in an Owned auto at the time of a covered loss. (a) The number of days reasonably re- ----------------------------------------,,. uired-to-repair-orreplace the cov- Personal Effects do not include audio visual ered auto. If loss is caused by theft, or electronic devices, money, giftcards , secu-this number of days is added to the rities, jewelry, or tools . number of days it takes to locate and This coverage is excess over any other collec- tible msurance. No deductible applies to this coverage. J. Airbag Coverage 1. Fonn CAOOO 1 (if attached to this policy), Section III -Physical Damage Coverage, B. Exclusions, 3.a .; and form CA0020 (if at- tached to this policy), Section IV -Physical Damage Coverage, B. Exclusions, 3.a.; the following is added: However, mechanical breakdown does not mean the unintended discharge of an airbag, provided that any loss covered under this provision is excess over any other collectable insurance or warranty designed to cover such unintended discharge. K. Rental Reimbursement Fom1 CAOOO 1 (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extensions ; and fom1 CA0020 (if at- tached to this policy), Section IV -Physical Dam- age Coverage, A. Coverage, 4. Coverage Extensions; item c. is added as follows: c . Rental Reimbursement or Transportation Expenses If loss occurs to a covered auto described or designated in the Declarations or Schedule and covered for Physical Damage Coverage, we will pay for rental expenses for the rental of a similar replacement auto and add iti onal transportation expenses, incurred by you. This payment applies in addition to the oth- erwise applicable amount of each coverage you have on the covered auto. No deductible applies to this coverage. However: CA7018 3-10 return the covered auto to you; or (b) 45 days from the date this coverage begins. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses m- curred by you ; or (b) $1 ,500. ( 4) This coverage docs not apply while there are spare or reserve autos available to you for your operations. (5) If loss results from the total theft of a covered private passenger type auto (if CA0020 is attached to this policy), or a covered private passenger auto (if CAOOOl is attached to thi s policy), we will pay under this coverage only that amount of your covered rental expenses or additional transportation expenses which are not already provided for under the Physical Damage Coverage Exten- sions. L. Extended Towing Coverage 1. Form CAOOO I (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 2. Towing, is replaced by the fol - lowing: 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: Page 4 of 7 a. All labor must be perfonned at the place of disablement ; and b. If the covered auto is of the private passenger type , no deductible ap- plies; and under Section III -Physical Damage Coverage, A . Coverage, Paragraphs 1, a ., b., or c ., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disable- c. If the covered auto is not of the pri-ment means a breakdown of the covered vate passenger type , our obligation auto including mechanical breakdown, _____________ to._pay will he_re.du.c.e.d__hy_a__.$25,~--------Pngine-fai-lure,or--ti-r-e-bleweut,-where re- deductible per disablement. pairs cannot be made roadside and a tow d. If the covered auto is not of the pri- vate passenger type and the disable- ment results from a Joss covered under Section III -Physical Damage Coverage, A. Coverage, Paragraphs 1, a ., b ., or c., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disable- ment means a breakdown of the covered auto including mechanical breakdown, engine failure, or tire blowout, where re- pairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. 2. Form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 2 . Towing -Private Passenger Au- tos , is replaced by the following: CA7018 3-10 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be perfonned at the place of disablement; and b. If the covered auto is of the private passenger type no deductible applies ; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. d . If the covered auto is not of the pri- vate passenger type and the di sable- ment results from a loss covered is required to remove the auto from the roadway and to seek additional services and repair. M. Cancellation -120 Days Notice If we cancel this policy for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured at the last mailing ad- dress known to us , written notice of cancellation at least 120 days prior to the effective date of can- cellation. N. Supplementary Payments -Increased Limits Section II -Liability Coverage, 2. Coverage Ex- tensions , a. Supplementary Payments, items (2) and (4) are replaced by the following: (2) Up to $2,500 for the cost of bail bonds (in- cluding bonds for related traffic law vio- lations) required because of an accident we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including substantiated loss of earnings up to $500 a day, because of time off from work. 0. Duties in the Event of Accident, Claim, Suit or Loss -Amended Form CAOOO 1 (if attached to this policy) Section IV -Business Auto Conditions, A. Loss Condi- tions , item 2 . a.; and form CA0020 (if attached to this policy) Section V -Motor Carrier Conditions, A. Loss Conditions, item 2. a .; is replaced by the following: a. In the event of accident, claim, suit or loss , you must promptly notify us or our author- ized representative when it becomes known to: (1) You, if you are an individual; Page 5 of 7 (2) Your partner or member, if yo u are a partnership or joint venture; (3) Your member, if you are a limited liabil- ity company; R . Limited Mexico Coverage WARNING AUTO ACCIDENTS IN MEXICO ARE SUB- JECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED ST ATES (4) Your executive officer if you are an or-OF AMERICA. THE REPUBLIC OF MEX- ganization other than a paiinership, joint ICO CONSIDERS ANY AUTO ACCIDENT A __________ v_:e_:::n_:_:tu:__:_r_e _o_r_li _m_it_e_d_l_ia_b_i_lit..:.y_co_n_1:_p _an__:y_;_or ____ ~RI-MIN -AL------Q-F-~Sg__A.£-Wg_1,.b-A.S A CIVIL (5) Your authorized representative or insur- ance manager. Knowledge of an accident, claim, suit or loss by other persons does not impl y that the persons listed above have such knowledge . Notice should include: (1) How , when and where the accident or loss occurred; and (2) The insured'sname and address; and (3) To the extent possible , the names and address of any injured persons and witnesses. P. Unintentional Failure to Disclose Hazards Fann CAOOOl (if attached to this policy), Section IV -Business Auto Conditions, B . General Condi- tions, item 2.; and fom1 CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 2.; the following is added: However, if you unintentionally fail to disclose any hazards existing at the inception date of this policy , we will not deny coverage under this Coverage Fom1 because of such failure. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-rene- wal. Q. Fellow Employee Coverage Section II -Liability Coverage, B . Exclusions , 5. Fellow Employee, th e following is added: However , this exclusion does not apply if the bodily injury results from the u se of a covered auto you own or hire, and provided that any cov - erage under this provi sio n only applies in excess over any other collectible in surance. CA7018 3-10 MATTER. IN SOME CASES THE COVERAGE PRO - VIDED HERE MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLE - MENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PUR- CHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COM- PANY BEFORE DRIVING IN MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OC- CUR OUTSIDE OF 25 MILES FROM THE BORDER OF THE UNITED ST A TES OF AMERICA. Form CAOOOl (if attached to this policy), Section IV -Business Auto Conditions, B . General Condi- tions , item 7.; and fonn CA0020 (if attached to this policy), Section V -Motor Carrier Condi- tions , B . General Conditions , item 7.; the follow- ing is added: The coverage territory 1s extended to include Mexico, but only: a. For accidents or losses occurring within 25 miles of the United States border ; and b. For trips into Mexico of 10 days or less; and c. If the covered auto is principally garaged and principally us ed in the United States ; and d. If the insured is a resident of the United States. If a loss to a covered auto occurs in Mexico, we pay for such loss in the United States. If the cov- ered auto must be repaired in Mexico in order to be driven, we will not p ay for more than the actual cash value of such loss as determined by us at the ne ares t United States point where the rep air s can be made. Page 6 of 7 Any insurance provided under this prov1s1on will be excess over any other collectible msurance. S. Extended Glass Coverage Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, iteni 3.a.; and fom1 CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, we will pay the greater of: (a) The actual cash value, as detennined by us , of the damaged or stolen property as of the time of the total loss; or (b) The outstanding indebtedness under the initial finance agreement for the covered auto and its equipment. -------,A-.-0 :i:v-er.ag...e,-item-3..a...;-iS-r-epJaced--by-tb~llow=---------~~---------- ing: As used here, outstanding indebtedness means a. Glass breakage. If glass must be replaced, the deductible will be $100 or the deductible shown in the Declarations, whichever is less. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. T. Broadened Definition of Bodily Injury Form CAOOO I (if attached to this policy), Section V -Definitions, item C.; and Fom1 CA0020 (if at- tached to this policy), SECTION VI -DEFI- NITIONS, item C.; is replaced by the following : C . Bodily Injury means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or di- sease. U . Customer Lease or Loan Physical Damage Cover- age Extension Fonn CAOOO I (if attached to this policy), Section III -Physical Damage Coverage, C. Limit Of In- surance; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits Of Insurance; item 5. is added as follows : 5. If your covered owned auto is : CA7018 3-10 (I) Shown in the Schedule and designated as covered for Physical Damage Cover- age; and (2) Shown in this policy as having a lo ss payee or additional-insured-lessor; and (3) Incurs a covered total loss; the amount you owe on the fmance agree- ment at the time of total loss: (i) Less any amounts representing taxes, overdue payments, penalties, interest, or charges resulting from overdue payments, additional mileage, excess wear and tear, or lease termination fees ; and (ii) Less any administrative costs or overhead fees assessed by the finance company who has leased the covered auto to you; and (iii) Less security deposits not returned by the lessor; and (iv) Less costs for extended warranties, Credit Life Insurance, Health, Accident or Dis- ability Insurance purchased with the loan or lease ; and (v) Less cany-over balances from previous loans or leases. V. Two or More Deductibles Section III -Physical Damage Coverage, D. De- ductible, the following is added: If another Fireman 's Fund Insurance Company policy or coverage fom1 that is not an automobile policy or coverage fom1 applies to the same acci- dent or loss, !he following applies: (I) If the deduc!ible under this Business Auto Coverage Form is the lesser of (or least) de- ductible, it will be waived. (2) If the deductible under this Business Auto Coverage Form is not the lesser, (or lea st) de- ductible, it will be reduced by the amount of the lesser (or least) deductible. Page 7 of 7 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57WEGGE6767 Effective Date: 7/1/17 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Callander Associates Landscape Architecture , In c. 12150 Tributa ry Po int Drive, Suite 140; Gold River, CA 95670-4259 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section Ill of this endorsement is a Schedule of Covered States . You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C . Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers ' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VO LUNT ARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers ' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers ' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION Ill 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S .A. (Ed. 8/00) Page 1 of 6 © 2000, The Hartford SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS ' COMPENSATION INSURANCE); and E . We Will Also Pay of Part Two (EMPLOYERS ' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs , in addition to other amounts payable under this insurance , as part of any claim , proceeding , or su it we defend : 1. reasonable expenses incurred at our request , INCLUDING loss of earnings ; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the lim it of our liability under this insurance; 3. litigation costs ta xed against you ; 4 . interest on a judgment as required by law until we offer the amount due under this law ; and 5. expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4 . If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days . PART SIX 3 . Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following : Your rights or duties under this policy may not be transferred without our written consent. If you die and we rece ive notice with in sixty days after your death , we will cover your legal representative as insured . 4. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge , the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily tnJury by accident or bodily injury by disease. Bodily injury includes resulting death . 1. The bod i ly in j ury must be sustained by any officer or employee not subject to the workers ' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page . Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) 3. The bodily injury must occur in the United States of America , its territories or possessions, or Canada , and may occur elsewhere if the employee is a United States or Canadian citizen , or otherwise legal resident , and legally employed , in the Un ited States or Canada and temporar ily away from those places . 4. Bodily injury by accident must occur during the policy period . 5. Bodily injury by disease must be caused or aggravated by the conditions of the Page 2 of 6 officer's or employee's employment. The officer 's or employee 's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers ' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligat ion imposed by workers ' compensation or occupational disease law or any similar law . 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers ' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors , Partners , Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing , of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others . If the persons entitled to the benefits of this insurance fail to do those things , our duty to pay ends at once . If they claim damages from you or from us for the injury or death , our duty to pay ends at once . E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our ex penses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) If the persons entitled to the benefits of this insurance make a recovery from others , they must reimburse us for the benefits we paid them . F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page . This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio , Washington, West Virginia and Wyoming . B. Part One (Workers ' Compensation Insurance) does not apply to work in states shown in Paragraph A above . C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Oh io court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered . 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers ' compensation law or laws of a state shown in Paragraph A. E . This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.B . of the Information Page is replaced by the following : B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page . · This provision 1 ·of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited . In this provision the limits are changed from $500,000 to $1,000,000 in California . 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. 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 any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A . How This Reimbursement Applies Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) This reimbursement prov1s1on applies to bodily injury by accident or bodily injury by disease . Bodily injury includes resulting death . 1. The bodily injury must be sustained by an officer or employee. 2 . The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision . 3. Bodily injury by accident must occur during the policy period . 4 . Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee 's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are : 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee . 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada , and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers ' compensation or occupational disease law, or similar law . 3. bodily injury intentionally caused or aggravated by you . Page 4 of 6 4 . liability for any consequence, whether direct or indirect, of war , invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto . D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them : 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others . If the persons entitled to the benefits paid fail to do these things , our duty to reimburse ends at once . If they claim damages from us for the injury or death , our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others , we will keep an amount equal to our expenses of recovery and the benefits we reimbursed . We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others , they must repay us for the amounts that we have reimbursed you . F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of · the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.SA (Ed . 8/00) of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health , or 2 . in the event of death , to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive . H. Endemic Disease The word "disease " includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers ' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following : C. Workers' Compensation Law Workers ' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers ' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits . Part Two (Employers ' Liabil ity Insurance), C. Exclusions , exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act , the Outer Continental Shelf Lands Act , or the Nonappropriated Fund Instrumentalities Act. Page 5 of 6 SECTION Ill 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States . C. Schedule of Covered States : B. If a state, shown in Item 3.A. of the Information Page , approves this endorsement after the effective date of this policy , this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Countersigned by ____________________ _ Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) Page 6 of 6