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18-120 Hexagon Transportation Consultants, Inc., On Call Traffic Review ServicesCITY OF rm MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT -WITH HEXAGON TRANSPORTATION CONSULTANTS. INC . FOR CUPERTINO ON CALL TRAFFIC REVIEW SERVICES 1. PARTIES This Master Agreement is made and entered into as of June 12 2018 ("Effective ---~--------- Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Hexagon Transportation Consultants, Inc . ("Contractor"), Corporation -------------for on call traffic review services. 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set f01ih in the Scope of Services, attached and incorporated here as Exhibit A , on an as -needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless othe1wise specified in Exhibit A. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Perf01mance and Compensation, which the Pa1iies will discuss . Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B . The Service Order will specify the Scope of Services , Schedule of Perfo1mance, Compensation and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City 's best interests. Contractor will not be compensated for Services perfo1med without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3 .1 Term. This Agreement begins on the Effective Date and ends on June 30 , 2022 ("Contract Time"), unless te1minated earlier as provided herein. 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but th at will be capped so as not to ex ceed $ 40 000 ("Contract Price"), based upon the Scope of S erv ices in Exhibit A and the bud get and rates included . The maximum compensation includes all expenses and reimbursements and w ill remain in place even if Contractor 's actual co sts exceed the capped amount. Project On Ca ll Tr affic Review Services Master Pro fess io na l/S pecia li zed Se rvices Agreeme nU R ev. May 22, 201 8 Pa ge I o f 8 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.2 Invoices and Payments . Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thi1iy days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any fiuther payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of perfonning the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor wairnnts on behalf of itself and its subcontractors that they have the qualifications and skills to perfo1111 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 ce1tified to perf01m the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor 's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the te1ms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perfo1m 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 Agree ment, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City . Contractor shall hold in confidence all City information and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prndent contractor would use to protect its own proprietary data. Ill Ill Project On Call Traffic Review Se rvices Mas ter Profess io nal/Sp ecia li zed Serv ices Agreeme nt/ Rev. May 22, 2 01 8 Page 2 o f 8 7. OWNERSHIPOFMATERIALS 7 .1 Property Rights. Any interest (including cop yright interests) of Contractor in any product, memoranda, study, report, map , plan, drawing , specification, data , record , document or other info1mation or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive prope11y of the City and shall not be shown to any third -pai1y without prior written approval of City. 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S . Code , all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the prope11y of City. Alternatively, Contractor assigns to City all Work Product copyii ghts . Contractor ma y use copies of the Work Product for promotion only with City's w1itten approval. 7.3 Patents and Licenses . Contractor must pay royalties or license fees required for authorized use of any third pai1y intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual prope11y 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 w as hired ; (b) Completion of the 01iginal 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 perfonnance in accordance with generally accepted accounting principles . The records must include detailed infonnation of Contractor's performance, benchmarks and deliverables , which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from th e date of City 's final payinent. 9. ASSIGNMENT Contractor shall not as sign, sublease, hypothecate, or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwi se , without prior written consent of City. Any attempt to do so will be null and v oid. Any changes re lated to the financial control or business nature of Contractor as a legal entity will be considered an as signn1ent of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity. Ill Ill Ill Pr oject On Call Traffic Review Se r vices Ma s te r Profess io nal/S pecia li ze d Serv ices Agreement/ Rev. May 22, 201 8 Page 3 of8 10. PUBLICITY I SIGNS Any publicity generated by Contractor for the project under this Agreement, during the te1m of this A greement and for one ye ar thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupertino " will be displayed in all pieces of publicity, including flyers , press releases , posters, brochures , public service announcements , interviews and newspaper articles . No signs may be posted , exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest ex tent allowed by law , and except for losses caused by th e sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council , boards and commissions , officers, officials , employees , agents, servants, volunteers and Contractors ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages , claims, actions, causes of action, demands, charges, losses , costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or wananties ; (b) Negligent or willful acts or omissions committed during perfo1mance of the Services; (c) Personal injury, prope11y damage, or economic loss resulting from the work or perfo1mance of Contractor or its subcontractors or sub-subcontractors ; ( d) Unauthori z ed use or disclosure of City 's confidential and proprietary inf01mation ; ( 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 pai1y . 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-pai1y claim, in accordance with California Public Contract Code Section 9201 . At City 's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers ' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee . 11.4. Contractor 's p ayments may be deducted or offset to cover an y money the City lost due to a claim or counterclaim arising out of this Agreement , a purchase order or other trans action . 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, and must maintain the insurance for the duration of the Agreement , or longer as required by City. City will not execute th e Agreement until City approves receipt of satisfactory ce11ificates of insurance and endorsements ev id encing the type, amount, class of operations covered , and th e effective and Ill Ill Project On Ca ll Traffic Review Services Mas ter P rofess io nal/S pecia li zed Se rv ices Agreeme nU Rev. May 22 , 2 01 8 Page 4 o f 8 expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or te1minating 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 perfonn. Contractor is responsible for verifying the employment authorization of employees perfo1ming the Services, as required by the Immigration Refo1m and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status , pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735, 1777 and 3077.5 . Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and disc1imination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's emp loyees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official , employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest fmm if Contractor makes ce1iain 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 rnles governing gifts to p1,1blic officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or te1minating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including th e 1i ght to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Abby Ayende 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. Ill Ill Project On Ca ll Traffic Review Se r vices Mas te r Profess io nal/S pec ia li zed Serv ices Agree me nt/ Re v. May 22, 20 18 Page 5 of8 Contractor Project Manager. Subject to City appro v al, Contractor assigns _G_a_ry~B_la_c_k _____ _ as its single Representative for all purposes under this Agreement, with authority to oversee the progress and perfonnance of the Services . Contractor 's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Perfonnance. Contractor must regularly update the City 's project manager about the status , progress and any delays with the work. City 's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or patts thereof at any time. Contractor will be compensated for satisfactory Services perfo1med through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services . With City's pre-approval in writing , the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the perfonnance of the Services. 16. TERMINATION City may tenninate 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 Comt 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 comt. If a dispute arises, Contractor must continue to prov id e the Services pending re solution of the dispute. If the Patties elect arbitration, the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration , appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing patty 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 wai ver of a breach shall not constitute waiv er of another provision or breach . Ill Ill Pr oject On Ca ll Traffic Rev iew Services Master Profess io nal/S pecia li zed Serv ices Agree me nt/ Rev. May 22, 2 01 8 P age 6 of8 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Pmiies . 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. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either pmiy 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 pmi of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any tenn or provision of this Agreement, or their application to a pmiicular situation, is found by the court to be void, invalid, illegal or unenforceable, such te1m or provision shall remain in force and effect to the extent allowed by such rnling. All other te1ms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Pmiies 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 te1minated, 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 confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail , postage prepaid, registered or certified , or the next business day following electronic submission: To City of Cupertino 10 300 Torre Ave ., Cupe rtino CA 95014 Attention: Abby Ayende Email: Abigai1A @ cupertino.org Project On Call Traffi c Review Services To Contractor: Hexagon Tran sportation Co ns ultants, In c. 4 North Second Street, Suite 400 San Jo se, CA 95113 Attention: Gary Black -------------- Email: g bl ack@hex tran s .com Ma ster Pro fess ion a l/Spec ia li zed Serv ices Agreement/ Rev. May 22, 2018 Page 7 of8 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for fonn by the City Attorney 's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instmment. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONT Hexag Consu By _.,.-w--++---,,----=-,--,,-- Name_:__~~~_:i:::.1!:'=~:::.._ Title __ _..!L.:..:~~~~- Date. ___ __:::.....+--±-~,--- Tax l .D . No .: --'--1---''-'-+-+=f~ CITY OF CUPERTINO ATTEST: ;// 6i~tfrh ·J-f.f8' GRACE SCHMIDT City Clerk Project 011 C afl 7i·affic Review S ervices Master Professiona l/Specialized Services Agreement/ Rev. May 22, 2018 Page8 of 8 ~ [XAGON T~ANSPO~TATION CONSULTANTS, IN<. June 9, 2018 Ms. Haley McKee City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Re: Proposal for On-call Traffic Review Dear Ms . McKee : Hexagon Transportation Consultants, Inc. is pleased to submit this proposal for on-call traffic review. For each project for which our services are requested, we will first prepare a scope of work and budget for the City 's review and approval. We understand that we will need to receive a Service Order before beginning any study. Attached to this letter are our charge rates and insurance certificate. Thank you for the opportunity to work with the City of Cupertino . Sincerely, HEXAGON TRANSPORTATION CONSULTAN T S, INC . Gary K. Black President 4 North Second Street, Suite 400 · San Jose, Ca liforn i a 95113 • phone 408.971.6100 • fax 408.97 1.6102 · www.hextrans .com Ex hibit A Scope of Services On-call traffic review as needed and as directed. CUPERTINO Date Submitted: EXHIBIT B City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Service Order Form Date Due: ( 408) 777-3308 Planning ( 408) 777-3228 Building (408) 777-3228 Public Works --------------------- Applicant Name: ------------------------ Project Address/ APN: ----------------------- Project Description: Consultant's Scope of Work: --------------------- Other: ---------------------------- Deposit Receipt#: -------Amount: --------- Transmitted by: ------------------------- Phone No. -------------- Hexagon 2018 Billing Rates Professional Class ification President Principal Senior Associate II . Senior Associate I Associate II Associate I Planner/Eng i neer II Planner/Enginee r I Adm i n/Graphics Senior CAD Tech Technician Exhibit C Rate per Hour $275 $230 $215 $200 $180 $165 $145 $125 $105 $95 $75 Direct expenses are billed at actual costs , with the exception of mileage, which is reimbursed at the current rate per mile set by the IRS . Billing rates shown are effective January 1, 2018 and subject to change January 1, 2019. ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DA TE (MMIDD/YYYY) '-----" 4/10/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER . THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT : If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~i~c;T Samantha Dutra RC Fischer Co r~g,NJg fixU· 925-627-5467 I FAX 1301 Ygnacio Valley Rd #100 {AIC, NQ): 925-932-0962 Walnut Creek CA 94596 ~ilJ~ss: sdutra@rcfischer.com INSURER($) AFFORDING COVERAGE NAIC# INSURER A : Travelers lndemnltv of CT 25682 INSURED HEXAG-1 INSURER B , Travelers Prop Cas Co of Amer 25674 Hexagon Transportation Consultants. Inc. INSURER c, Technoloav Insurance Company 4 North Second St., #400 San Jose CA 95113 INSURER D : Araonaut Insurance Company INSURER E: Travelers Indemnity Co. INSURER F: COVERAGES CERTIFICATE NUMBER: 315118192 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN . THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE 'ADUL I~~, ,~~M5MYY, ,~3rJt}:rv~, LIMITS LTR •,.,en POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY y y 6807H532991 3/1/2018 3/1/2019 EACH OCCURRENCE $2 ,000,000 -D CLAIMS -MADE 0 OCCUR ~~~~iJ9E~:J~~ncel $1.000,000 MED EXP (Any one person) $5 .000 - PERSONAL & ADV INJURY -$2.000.000 GEN"LAGGREGATE LIMIT APPLIES PER : GENERAL AGGREGAT E $4 ,000,000 R POLICY 0 rm D LOC PRODUCTS -COMP/OP AGG $4,000,000 OTHER : s E AUTOMOBILE LIABILITY y BA9H798647 3/1/20 18 311/2019 ~OMBINED SINGLE LIMIT Ea accldenn $1 ooonnn - ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per acc ident) s -NON-OWNED ;p';,?~t~~1~MAG E X HIRED AUTOS X AUTOS $ -- $ B UMBRELLA LIAB M OCCUR CUP5819P929 311/2018 3/1/2019 EACH OCCURRENCE $ 5.000,000 -X EXCESSLIAB CLAIMS-MADE AGGREGATE $5 ,000,000 OED I X I RETENTIONS n $ C WORKERS COMPENSATION y TVIIC3697463 3/1/2018 31112019 X I ~f:TUTE I I OTH· ANO EMPLOYERS ' LIABILITY ER Y/N AflY PROPR IETOR/PARTNER/EXEC UTIVE ~ NIA E.L. EACH ACC IDENT $1.000.000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1 .000.000 ~l!';;~rtift 'i,'~~PERATIONS below E.L. DISEASE· POLICY LIMIT s1.ooo.ooo D Professional Lia bilily IAE42074300 3/1/2018 3/1/2019 Each Cla im $2,000.000 Claims-Made Form Aggregate $2 ,000,000 Deductible S5 .000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES {ACORD 101 , AddlUonal Remarks Schedule, may be attached II more space Is require d) RE : Traffic Impact Analysis for the De Anza Hotel CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 10300 Torre Avenue AUTHOR IZE D REPRESENTATIVE Cupertino CA 95014 ~ ' © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and l ogo are registered marks of ACORD Named Insured : Hexagon Transportation Consultants , Inc. Policy No . 680-7H32991 COMMERCIAL GENERAL LIABILITY TH IS E NDORS E ME NT CHANG ES T HE POLICY. PLE AS E READ IT CA REFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS , ENGINEERS AND SURVEYORS) rh is endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART I. The following is added to SECTION II -WHO IS AN INSURED : Any person or organization that you agree In a ''written contract requiring insurance" to include as an additional insured on this Coverage Part, but : a. Only with respect to liability for "bodily injury'', "property damage" or "personal injury''; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requ iring insurance" applies, or in connection with premises owned by or rented to you . The person or organization does not qualify as an additional insured : c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury'', "property damage" or "personal injury'' for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows : e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability requ ired by the "written contract requiring i nsurance", the insurance provided to the add itional insured shall be limited to the limits of liability required by that "written contract req ui ring insurance". This endorsement does not i ncrease the limits of insurance described in Section Ill - Limits Of Insurance. h. This insurance does not apply to "bodily injury'' or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured , and then the insurance provided to the additional insured applies only to such "bodily injury'' or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period , whichever is ear1ier. 2. The following is added to Paragraph 4 .a. of SECTION IV -COMM ERCIAL GENERAL LIABILllY CONDITIONS : The insurance provided to the add itional insured is excess over any valid and collectible other insurance , whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non -contributory bas is, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss , and we will not share with the other insurance , provided that: (1) The "bodily i njury'' or "property damage" for which coverage is sought occurs ; and (2) The "personal injury'' for which coverage is sought arises out of an offense commi tted ; after you have signed that "written contract requiring insurance". But this insurance provided t o the additional insured still is excess over valid and collectible other insurance, whether primary, excess , contingent or on any other basis, that is available to the additional insured when that person or organization is an add iti ona l i nsured under any other ins urance . CG D3 81 09 15 ©20 15 The Travelers Inde mn ity Co mpa ny. All ri ght s reserved . Page 1 of2 Includes the copy ri ghted mate ri al of Insurance Se rvi ces Office , Inc., with it s permiss ion COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph a., Transfer Of Rights Of Recovery Against Others To Us , of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS : We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury'', "property damage" or "personal injury'' arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We wa ive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury'' or "property damage" occurs, or the "personal injury" offense is committed . Named Insured : Hexagon Transportation Consultants , Inc. Policy No . 680-7H32991 4 . The following definition is added to the DEFINITIONS Section: 'Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury'' and "property damage" occurs and the "personal injury'' is caused by an offense committed: a. After you have signed that written contract ; b. While that part of the written contract is in effect; and c. Before the end of the policy period . Page 2 of2 © 2015 The Trave lers Indemnity Co mpany. All ri ghts reserved . CG D3 81 09 15 Incl ud es th e copy ri ghted material of Ins uran ce Servi ces Offi ce , Inc., with its permission Policy No. BA9H798647 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies Insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The followlng replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against 0th• ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any •accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig - nated in such contract . CA T340 0215 e 2015 Tha Travelers Indemnity Company. AU rights reserved . Page 1 of 1 Includes copyrighted material or Insu rance Services Office , Inc . with Its permission . WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 04-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule . (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule . Any person or organization as required by written contract 250 .00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 000313 (Ed . 04-84) 3/1/2018 Policy No . TWC3697463 Hexagon Transportation Consultants, Inc. Technology Insurance Company , Inc . Endorsement No . 0 Premium $ 9257 Countersigned by ___________________ _ WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 04 (Ed. 04-84) PENDING RATE CHANGE ENDORSEMENT A rate change filing is being considered by the proper regulatory authority. The filing may result in rates different from the rates shown on the policy. If it does, we will issue an endorsement to show the new rates and their effective date . If only one state is shown in Item 3 .A . of the Information Page, this endorsement applies to that state. If more than one state is shown there, this endorsement applies only in the state shown in the Schedule . Schedule State AZ This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 00 04 04 {Ed. 04-84) 3/1/2018 Policy No . TWC3697463 Endorsement No . O Hexagon Transportation Consultants , Inc . Premium $ 9257 Technology Insurance Company, Inc . Countersigned by ____________________ _ EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED I. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual li ability, and personal and advert ising injury with lim its no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shal l apply separately to this project/lo cation (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage req uirements and/or limits shall be made available to the Additiona l Insured and shal l 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 cov erage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-in s urance , and s hall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage sha ll 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 lim it s no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. D Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consu lt ant'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 comp letion 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 comp letion of the Serv ices. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Ex h. D-Jnsuran ce Requirement s for Desig n Professional s & Consultants Contracts Form Updated Feb . 2018 1 Additional Insured Status The City of Cupertino, its City Council , officers , officials, employees, agents, servants and volunteers ("Additional Insureds") are t o be covered as additional insureds on Consultant's CG L policy . General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO F orm CG 20 10 ( 1 I I 85) or both CG 20 IO and CG 20 3 7 forms , if later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insmance. 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 du e to non-payment of premiums . Waiver of Subrogation Consultant waives any ri g ht 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. D edu ctibles and Self-In sure d 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 s hall 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 the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the C ity 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 th e higher insurance limits maintained by Consultant. Adequacy of Coverage City rese rv es the right to modify these insurance requirem e nts/coverage based on the nature of the risk, prior experience, insurer or other speci a l circumstances, with not les s than ninety (90) days prior written notice. Ex h. D-lnsurance Require ments for Desig n Profess ionals & Co nsultants Contracts Form Updated Fe b. 20/8 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 6/15/2018 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 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 ~~~i~cT Samantha Dutra RC Fischer Co ;,~9N,Y,, c-"· 925-627-5467 I FAX 1301 Ygnacio Valley Rd #100 IA/C No\: 925-932-0962 Walnut Creek CA 94596 ~oMl~~SS: SdUtra@.rcfischer.com INSURER/S\ AFFORDING COVERAGE NAIC# INSURER A : Travelers Indemnity of CT 25682 INSURED HE XAG-1 INSURER B : Travelers Prop Cas Co of Amer 25674 Hexago n Transportation Consultants , Inc. INSURER c: Technoloqy Insurance Company 4 North Second St., #400 San Jose CA 95113 INSURER D : Arqonaut Insurance Company INSURER E : Travelers Indemnity Co . INSURER F: COVERAGES CERTIFICATE NUMBER: 198469343 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR /~~}iig~, ,~~rJi~, LTR TYPE OF INSURANCE '"~n VWD POLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY y y 6807 H5 32991 3/1/20 18 3/1/20 19 EACH OCCURRENCE $2,000 ,000 -:=:J CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occu rrence\ $1,000,000 -MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $2,000,000 - GEN'L AGGREGATE LIMIT APP LIE S PER : GENERAL AGGREGATE $4,000,000 ~ 0PRO -DLoc PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER : $ E AUTOMOBILE LIABILITY y BA9 H798647 3/1/20 18 3/1/2019 COMBINED SINGLE LIMIT $1 oooono /Ea accident\ -ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per orrident\ -$ B UMBRELLA LIAB HOCCUR CU P5819P929 3/1/2018 3/1/2019 EAC H OCCURRENCE $5,000 ,000 -X EXCESS LIAS CLAIMS-MADE AGGR EGATE $5,000,000 DED I X I RETENTION$ n $ C WORKERS COMPENSATION y TWC3697463 311/20 18 3/1/2019 X I ~ffTurE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/E XECUTI VE 0 N/A E.L. EACH ACC IDENT $1,000 ,000 OFF ICER/MEMBER EXC LUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 II yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEA SE · POLI CY LIMIT $1,000 ,000 D Profe ssiona l Uabi lily IAE4 2074300 3/1/20 18 3/1/2019 Ea ch Claim S2 ,000 ,000 Claims-Made Form Aggregate S2 ,000 ,000 Deduclible $5 ,000 DESCRIPTION OF OPERATIONS/ LOCATION S/ VEHI CLES (ACORD 101 , Additi onal Remarks Sched ul e, may be attached if more space is requ ired ) RE: On Ca ll Traffic Review services: 7/1/18-6/30/22 30 d ays notice of cancellation, 10 days notic e of cancell ation for non-payment of premium . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 10300 Torre Avenue AUTHORIZED REPRESEN TATIVE Cupertino CA 95014 ~ I © 1988-2014 ACORD CORPORATION . All rights r eserved . ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Named Insured: Hexagon Transportation Consultants , Inc . Policy No. 680-7H32991 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) rhis endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART I. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a ''written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury'', "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury'', "property damage" or "personal injury'' for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: · e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. h. This insurance does not apply to "bodily injury'' or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the ''written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury'' or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury'' for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CGD3810915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS : We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury'', "property damage" or "personal injury'' arising out of "your work'' performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury'' or "property damage" occurs, or the "personal injury'' offense is committed. Named Insured: Hexagon Transportation Consultants , Inc . Policy No . 680-7H32991 4. The following definition is added to the DEFINITIONS Section: 'Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part , provided that the "bodily injury'' and "property damage" occurs and the "personal injury'' is caused by an offense committed : a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved . CG D3 81 0915 Includes the copyrighted material of Insurance Services Office , Inc., with its permission Policy No. BA9H798 647 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies Insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against 0th· e~To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CAT340 02 15 @2015 The Travelers Indemnity Company. All rights reserved . Page i of 1 Includes copyrighted material of Insuran ce Services Office , Inc . with Its permission . WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 04-84) We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right aga inst the pe rson or organization named in the Schedule . (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule . Any person or organ ization as required by written contract 250 .00 This e nd orse ment changes th e po li cy to w hi ch it is att ach ed and is effective on the date iss ued un less o th erwise stated. (Th e information below is required only when this endorsement is issued subsequ ent to preparation of the policy.) Endorse ment Effective Insu red In sura nce Co mp any WC 00 03 13 (E d . 04-84) 3/1/20 18 Pol icy No . TWC369 7463 Endorse ment No . 0 Hexago n Transpo rt ati on Co nsu lt an ts, In c. P remiu m $ 925 7 Techn o logy Ins urance Co mp any , Inc. Counte rsig ned by ___________________ _ WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 04 (Ed. 04-84) PENDING RATE CHANGE ENDORSEMENT A rate change filing is being considered by the proper regulatory authority. The filing may result in rates different from the rates s ho wn on the policy . If it does, we will issu e an endorsement to show the new rates and their effective date. If only one state is shown in Item 3.A. of the Information Page , this endorsement applies to that state . If more than one state is shown there, thi s endorsement app li es only in the state shown in the Sched ule . Schedu le State AZ Th is endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorse ment Effective Insured In surance Company WC 00 04 04 (Ed. 04-84) 3/1/2018 Policy No . TWC 3697463 Endorsement No. 0 He xago n Transportation Consu ltants , In c. Premium $ 9257 Technology In surance Company, Inc . Countersigned by ____________________ _