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18-062 Studios Architecture, Design Review for the De Anza HotelCITY OF (I PROFESSIONAL/CONSUL TING SERVICES AGREEMENT C U PERTINO 1. PARTIES This Agreement is made and entered into as of _A_.p_r_i1_4_,_,_2_0_1_8 ____________ _ ("Effective Date") by and between the City of Cupertino , a municipal corporation ("City"), and Studios Architecture ("Contractor"), a Cor oration for design review services for the De Anza Hotel 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services , attached here and incorporated as Exhibit A . 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30 , 2019 ("Contract Time"), unle s s terminated earlier as provided herein. Contractor's Services shall begin on April 4 , 2018 and shall be completed by J_u_n_e_3_0~, 2_0_1_9 _____ _ 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance , attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 3300 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable comp leted and the amount due for the preceding month. Within thirty (30) days of comp letion of Services , Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any fu1ther payment or other obligations under the Agreement. Proj ec t De Anza Hotel Professional/Co ns ulting Contrac ts /Ve rs ion : Nov 16. 201 7 Page I o f 8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an ind ependent contractor and not an emp loyee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker's compensat ion or other benefits from the City . 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and ski l ls to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed , registered , and/or ce11ified to perform the Services as required by law and have procured a City Business L ic ense . 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement wi ll apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5 .6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confident ial information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third patties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it on ly to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map , plan , drawing, specification, data, record , document or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement wi ll be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code , all Work Product arising out of this Agreement is considered "works for hire" and al l copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. Proj ect De An za Hotel Professio11a/lC011 sulti11g Co ntracts /Ve rsion : Nov 16. 201 7 Pa ge 2 of8 7.3 Patents and Licenses . Contractor must pa y royalties or license fees required for authorized use of any third patty int e llectual prope1ty, in c luding but not limited to patented , trademarked , or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired ; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services ; and /or ( d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides , except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally acce pted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables , which must be available to City for review and audit. The records and suppo1ting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign , sublease, hypothecate, or transfer this Agreement, or any interest therein , directly or indirectly , by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval , which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displaye d in all pieces of publicity, including flyers , press releases , posters , brochures , public service announcements, interviews and newspaper articles. No signs may be posted , exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of C it y perso nnel , Contractor shall indemnify, defend and hold Project De Anza Hote l Professio11a l/Co n s ulting Con tracts /Ve rsion: Nov 16. 20 17 Page 3 of8 harmless City, its City Council , boards and commissions, officers, officials, employees, agents , servants , volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability , damages , claims, actions , causes of action , demands, charges, losses , costs and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings) of every nature , arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations , representations or warranties ; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, prope11y damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors ; (d) Unauthorized use or disclosure of City's confidential and proprietary Information ; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual prope11y rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision . Contractor must accept a tender of defense upon receiving notice from City of a third-party claim , in accordance with California Public Contract Code Section 9201. At City's request , Contractor will assist City in the defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not I im ited to the Contract Price, workers' com pensation payments , or the insurance or bond amounts required in the Agreement. Nothing in the Agreement s hall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a c laim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Ex hibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and ex piration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice , purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Project De Anza Hotel Professiona/l C0 11 su/tin g Contracts !Ve rs ion: Nov 16. 20 17 Pa ge 4 of8 13.2 Labor Laws. Contractor s hall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "publi c works " component, Contractor is required to comply with prevailing wage Jaws under Labor Code Section 1720 and other labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race , religious creed , color, ancestry, national origin, ethnicity, handicap , disability, marital status , pregnancy, age , sex, gender, sexual orientation , gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification . Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and I 1135 , and Labor Code Sections I 735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination , Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person , by Contractor or its employees or sub-contractors will not be tolerated . 13.4 Conflicts oflnterest. Contractor shall comply with all conflict of interest Jaws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official , employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indire ct financial interest in this Agreement, in violation of California Government Code Section I 090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations . Contractor agrees to abide by the City's rules go v erning gifts to public officials and employees . 13 .5 Remedies. An y violation of Section 13 constitutes a material breach and may result in City suspending pay ments , requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 1 I of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Gian Martire as the City 's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time , and without prior notice to Contractor. Contractor Project Manager. Subject to City approval , Contractor assigns David Sabalvaro Principal as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays , as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15 . ABANDONMENT OF PROJECT City may abandon or postpon e the Project or parts therefor at any time . Contractor will be compensated for satisfactory Service s p e rformed through th e date of abandonm e nt, and will be Proj ec t De Anza Hotel Professional/Co n sulting Con1rac /s /Ve rs ion : No v 16. 20 17 Page 5 of 8 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be suppotted by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-complaint, or pursues arbitration , appeal , or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third patty beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Patties, and supersedes any other agreement(s) and understanding(s), either oral or written , between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Proj ect De Anza Hotel Profess iono/lC011 sulting Contracts /Vers ion: Nov I 6. 20 I 7 Pa ge 6 of8 22. INSERTED PROVISIONS Eac h provision and clause required by law for this Agreement is deemed to be included and will be inferred herein . Either party may request an amendment to cure mistaken insertions or omissions of required provisions . The Parties will collaborate to implement this Section , as appropriate . 23. HEADINGS The headings in this Agreement are for convenience only, are not a pati of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void , invalid , illegal or unenforceable , such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated , including the Indemnification , Ownership of Materials/Work Product, Records , Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail , postage prepaid , registered or ce11ified , or the ne xt business day following electronic submission: To City of Cupe1iino I 0300 Torre Ave., Cu pertino CA 95014 Attention: Gian Ma11ire Email: Gianm @ cupertino.org To Contractor: Studios Architecture 405 Howard Street, Suite 488 San Francisco , CA 94105 Attention: David Sabalvaro Email: dsabalvaro@ studios.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23 , as amended from time to time, (b) is signed b y the City Manager or an authorized designee , and (c) is approved for form by the City Attorney's Office. Proj ec t De Anza Hote l Professional/Co nsulting Co ntracts /Ve rsion: Nov 16. 20 17 Page 7 of8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterpa11s, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR Studios Architecture By~ Name David Sabalvaro Title P1incipal Date April 9.2018 Tax 1.D. No.: 94-30 17304 ------- ATTEST:~ fuuw Ii GRACE SCHMIDT l{ ---kJ--{ f City Clerk Project De Anza Holel CITY OF CUPERTINO Name Aarti Shrivastava Title Assistant City Manager Date -121/~C-- Professional/Cons11/ting Contracrs /Version: Nov /6, 2017 Page 8 of 8 Exhibit A STUDIOS -J.05 Ho\\ard Street, S lliLe --188 San Franc isco, CA (M l 05 arch i tect u re 4 15 :198 7575 ,J.15 898 :-38:29 fax , ,w, L st uclio sarcl 1i Lecture .corn Date: April 3 , 2018 PROPOSAL TO : Mr. Gian Martire Associate Planner City of Cupertino PROJECT Community Development Department 10300 Torre Avenue Cupertino , CA 9501 O City of Cupertino Design Review Consultation De Anza Hotel 10931 North De Ansa Boulevard Cupertino, California STUDIOS Architecture (STUDIOS) is pleased to submit this proposal for Architectural Consulting Services to the City of Cupertino Planning Department. I. PROJECT DESCRIPTION: Assist the City of Cupertino Planning Staff in Site and Architectural Design Review of development proposals submitted to the City of Cupertino for review and approval. II. SCOPE OF BAS IC SER V ICES : David Sabalvaro , AIA LEED AP , a Principal of STUDIOS Architecture shall provide the following limited consulting services : A. Visit Site for conte xt information . Review submitted development proposal generally consisting of site plans , floor plans, sections, elevations , renderings and written information . (1 site visit) B . Initial Meeting (Meeting # 1): Meet with City Planning Staft'and Applicant to provide initial comments, ask questions , discuss important issues per City of Cupertino requirements , design guidelines and policies. C . Review re-submittal of Plans , following Initial Meeting and provide comments , and/or mark- ups, etc . a nd discuss with City of Cupertino Planning Staff via telephone and/or email prior to meeting . Exhibit C Mr. Gian Martire Associate Pl a nner City of Cupertino Consulting Services April 3 , 2018 D . If required -Attend a Second Project Review meeting with Cupertino Planning Staff and provide additional comments to Project Applicant regarding updated plans . (Cupertino Visit -Meeting #2) E. If required -Review Responses and Re-Submittal package from Project Applicant and comment. Ill. SERVICES EXCLUDED : A. Consulting Services are limited to those listed above . Actual Design Services or Major Re- Design of proposed developments are not anticipated and not included in the proposed scope of services. B. The proposed compensation excludes any sub consultants for detailed review outside of general architectural design issues . C. It is assumed that adequate review time will be provided Ill. COMPENSATION : Page 2 For the above referenced scope of services , we propose to be compensated on a Time and Material Basis. A. Hourly Rates: Assumed Maximum Man-hours: 15 man-hours @ $200/hour = $3,000.00 David Sabalvaro, AIA LEED AP Principal (Note : Travel time to the City of Cupertino from the City of San Francisco and back will also be billed when required to attend informal review meetings.) B. Sub-Consultant Services: Sub-Consultant services are not anticipated at this time and thus are not in c luded here . If it is determined during the course of the project , that the services of a consulta nt are required , STUDIOS will submit a separate proposal. C. Reimbursable Expenses (if required) Estimated $300.00 Normal project related reimbursable expenses such as printing , postage , delivery services , long distance phone calls (e x cluding 405,510 ,650 Area Codes), facsimile Exhibit B Mr . Gian Martire Associate Planner City of Cupertino Consulting Services April 3, 2018 transmissions, mileage , CADD plots , and special project-related supplies will be charged at 1.1 times the cost to STUDIOS. D. Total Fee Allowance= $3,000 (Labor)+ $300.00 (Reimbursables) = $3,300.00 IV. PROPOSED SCHEDULE : TBD V. Contract: City of Cupertino Consultant Services Agreement Thank you for the opportunity to present this proposal. Please provide a Purchase Order for this project and Invoice instructions , policies and procedures . Sincerely, STUDIOS Architecture ~ David Sabalvaro, AJA LEED AP Principal Page 3 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contra ct, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED I. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liabili ty for premises operations, products and comp leted operations, contractual liabili ty, and personal and advertising inju1y with limits no less than $2,000,000 per occurrence (ISO Form CG 00 0 I). If a general aggregate limit applies, either the general aggregate limit sha ll apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it sha ll be twice the required occurrence limit. a . It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and /or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not s eek contribution from City 's insurance/se lf-insu ra nce , and shall be at least a s broad as ISO Form CG 20 01 (04 /13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned , hired , and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Emp lo yer's Liabi li ty Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 N ot required. Consultant has prov ided written verification of no employe es . 4. Professional Liability for professional acts , errors and omissions, as appropriate to Consultant's profession , with limits no less than $2 ,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form : a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c . If coverage is canceled or non-renewed, and not replaced with another claims-m ade policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services . OTHER INSU RANC E PROVISIONS The aforementioned insurance shall be endorsed and have all the fol lowing conditions and provisions: Exh. D-lnsurance Re quire m ents fo r Desig n Prof essio nals & Consultants Co ntracts Form Update d Fe b. 2 0/8 1 Additional Insured Status The City of Cupe1tino, its City Council , officers, officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad as ISO Form CG 20 IO ( I I/ 85) or both CG 20 1 0 and CG 20 3 7 forms , if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or IO days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein . Specifically, the Workers' C ompensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option , either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City . Acceptability of Insurers Insurers must be licensed to do business in California with an A .M. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of th e CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Ex h. D-lnsurance Require ments .for Desig n Profess ionals & Co nsultants Co ntracts Form Update d Feb. 201 8 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMID D/YYYY) ~ 4/5/2018 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 COVE RAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICAT E OF INSURANCE DOES NOT CONSTITUTE A CON T RACT BETWEEN THE ISSUI N G INSURER(S), AUTHORIZ ED REPRESENTATIVE OR PRODUCER , AND THE CERT IF ICATE HOLDER. IMPORTANT: If t he c e rtific ate hol d er i s a n ADDITIONAL INSURED, t h e p ol i cy(ies) must hav e ADDITIONAL INSURED provi sio n s or be endo r sed . If SUBROGATION IS WAIVED, s u bj ect to th e t erm s a nd condit i on s of th e policy, c ertai n pol icies m ay re q uire an e ndorsement. A s t at emen t o n t h is ce rti fi cate does not confe r rights t o t h e c e rt ificat e holder in l ie u o f s u c h e ndorse m ent(s). PRO DU CER ~~~iAcT David Eckman D ea ley , Re n ton & Associates ;.~~>N,7n E x t\· 510-465 -3090 I FAX P. 0. Box 12675 IA/C No l : 510-452-2193 Oakland CA 94604-2675 ~fl~~ss : deckman@ldea lev renton.com INSURER(Sl AFFORD ING COVERAG E NA IC# INSURER A : American Insurance Comoanv 21857 INS URED STUDIARCH INSURER B: Ame rican Automobile Ins. Co. 21849 STU DI OS Architectu re INSURER c : X L Specia lty Insurance Co. 37885 1625 M Street NW Washington DC 20036-3509 INS URER D : INSURER E : INS URER F: COVERAGES CERTIFICATE NUMBER: 637457580 REVISION NUMBER: THIS IS TO CERTIFY THAT THE PO LI CIE S OF INSURANC E LI ST ED BELOW HAVE BEEN ISSUED TO T HE INSURED NAMED ABOVE FOR THE PO LI CY PERIOD IND ICATED. NOTW ITHSTANDING ANY REQU IREMEN T, TERM OR COND ITI ON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPEC T TO WHICH THIS CERT IFICATE MAY BE ISSUED OR MAY PERTA IN, THE INSURANCE AFFORDED BY THE PO LI CIE S DESCR IBED HERE IN IS SUBJ ECT TO ALL THE TERM S, EXC LU SIONS AND COND ITIONS OF SUCH PO LI CIES . LIM ITS SHOWN MAY HAV E BEEN REDUCED BY PA ID CLAIMS . INSR AD DL SU BR POLI CY EFF PO LICY EXP LTR TYPE OF INS URANCE ""~n "",n POLI CY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LI MITS A X COMMERC IAL GEN ERAL LI ABILIT Y AZC80919335 1/1/2018 1/1/20 19 EAC H OCC URRE NCE S 1,000,000 f,--D CLA IMS-MADE 0 OCCUR DAMAGE TO RE NTED PREM ISES (Ea occurrence) S 1,000 ,000 MED EXP (Any one person) S 10,000 - PERSONAL & ADV IN JURY S 1,000 ,000 - GE N'L AGGREGATE LI MIT APPLIE S PER: GENERAL AGG REGATE S 2,000 ,00 0 =l 0 PRO-DLOC PRO DU CTS -COM P/OP AGG $2 ,000 ,000 PO LI CY JECT OTHER : $ A AUTOMOBI LE LIAB ILIT Y AZC809 19335 1/1/2018 1/1/2019 COM BINED SING LE LIM IT $1 000000 /Ea acc identl -ANY AU TO BODILY INJURY (Per pers on) $ -OWNED -SC HEDULED AUTOS ON LY AUTOS BODILY INJU RY (Per accidenl) s f,-- X HIRED X NON-OWNED PROP ERTY DAMAG E s AUTOS ON LY AU TO S ONLY (Per accident) f,-- s B UMBRELLA LIAB M OCCUR CGX24649444 1/1/2018 1/1/2019 EACH OCCURRENCE S 5,000,000 -X EXCESS LIAB CLA IM S-MAD E AGGREGATE S 5,000 ,000 OED I I RETENTION s s B WORKERS COM PE NSATI ON SCW00019 11801 1/1/2018 1/1/2019 X I PER I I OTH-STATUTE ER AND EMPLOYERS' LIABI LITY Y/N ANYPROPR IETOR/PARTNER/EXECUTIVE D N /A E.L. EACH ACC IDENT S 1,000 ,000 OFF ICER/MEMBER EXCLUDED? (Mandatory in NH ) E.L. DI SEASE -EA EMP LOYEE S 1,000 ,000 If yes , describe und er DE SCR IPTI ON OF OPERATION S below E.L. DISEASE -POLICY LIMIT S 1,000 ,000 C Pro/es sional Li abi lit y DPR9920520 1/1/2018 1/1/2 019 SS,000 ,000 per Claim S7 ,000,000 Annual Aggregate DESCR IPTION OF OPERAT IONS/ LOCATI ONS/ VE HIC LE S (ACORD 101, Addit ional Remar ks Sch edu le, may be attached ii more space is requir ed) Re: City of Cupertino Design Review Consultation, De Anza Hote l, 109 31 North De Ansa Bou levard. Cupertino , California -The City of Cupertino , its City Council , officers . officials , employees . agents , servants and volunteers are n amed as A ddition al Insureds as re s pe cts General and Auto Liabi li ty as required per written co ntract or ag reement. General Li ability in surance is Primary/Non-Contributory per poli cy form w ording. Insurance coverage includes Waiver of S ubrogation per th e attached. SEE CANCEL LATION SECTION of Certifi ca te for 30 Days Notice of Cancellation. CE RT IFICATE HOLDER CANCELLATI ON 30 D N t' ay o ice o fC II t' ance a 10n SHOULD ANY OF THE AB OVE DES CR IB ED PO LICI ES BE CA NCE LL ED BEF ORE THE EXPI RAT ION DATE THEREO F, NOT ICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PRO VISI ONS . Community Development 10 300 Torre Avenue AUTHORIZED REPRESENTATIVE C upertino CA 95014 ~-\. e.. ~ I © 19 88-2 01 5 A C ORD CORPORAT ION . All r i g h ts reserved . A C O R D 25 (2016/0 3) T h e A C ORD n ame a n d logo are reg i stered mar ks of ACORD AZC809 19335 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 ownership, 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. EX CERPTFROM : 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 insu red against whom claim is made or suit is brought. Additional Insured -Owners, Lessees or Contractors -AB 90 67 12 93 Policy Amendment Section II In sured: STUDIOS Architecture P d Dealey , Renton & Associates ro ucer: P. 0. Box 12675 Oakland CA 94604-2675 Schedule Name of Person(s) or Organization(s) Policy Number: AZC80919335 Effective Date: 1/1/2018 Re: City of Cupertino Design Review Consu lt ation. De Anza Hotel , 10931 North De Ansa Boulevard , Cupertino , California -The City of Cupertino, its City Council , officers , officials , employees, agents, servants and volunteers (If no entry appea rs above , information required to co mplete this En dorsement w ill be shown 111 th e Declarations as app lic a bl e to this End orseme nt.) The following is ad ded to Part I -WHO IS AN IN- SURED in the Business Liability Section of thi s policy 5. The person or organization shown in the Schedule is also an in sure d, but only with respect to liability aris in g out of your work for that insured by or for yo u. All other terms and cond ition s of th e poli cy a pply. Thi s Form mu st be attached l o Change Endorsement when issu ed after the policy i s written . On e oflhe Fireman's Fund Insurance Companies as named in th e policy AB9067 12-93 Contains Copyrighted Material of In surance Services Office , Inc . 1984 POLICY NUMBER: AZC80919335 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This e ndorsement modifies insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With res pect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modifi ed by this endorsement. Th is endorsement identifies person(s) or organi zation(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form . Th is endorsement does not alter coverage provided in the Coverage Form . This e ndorsement c hanges the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: STUDIOS Architecture Endorsement Effective Date: 1/1/2018 SCHEDULE Name Of Person(s) Or Organization(s): Re: City of Cupertino Design Review Consultation , De Anza Hotel, 10931 North De Ansa Boulevard , Cupertino , California -The City of Cupertino , its City Council , officers , officials , employees, agents, Information required to complete this Schedule , if not shown above, will be shown in the Declarations . Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage , but only to the extent that person or organ ization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragra ph D.2. of Section I -Covered Autos Covera ges of th e Auto Dealers Coverage Form . CA 20 48 10 13 © In s ura nce Se rv ices Offi ce, In c., 2011 Page 1 of 1