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18-135 CSG Consultants, Inc., Design Professional Services Agreement (Master), Staff Augmentation ServicesCITY OF l1 /J-uJV.-h {}-CJ /;j:: 1,-0 I °1 ~tRJ ~ II DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH CSG CONSULTANTS, INC. CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of J \J.-..~ d--1 d1}1 ~ ("Effective Date"), by and between the City of Cupertino, a mu icipal corporation ("City"), and CSG Consultants Inc. ("Consultant"), a Corporation for Staff Augmentation Services ---------------------------------("Project"). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the Services "as needed " and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. 2.2 Service Orders. Before issuing a Service Order the City Director/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation, which the Parties will discuss. Thereafter City Director/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services, deliverables , schedule of performance, compensation and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director/Designee may streamline these procedures , e.g., conferring by telephone instead of a meeting, if it is in the City's best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30 2020 --~------- ("Contract Time"), unless terminated earlier as provided herein. 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks , Consu lt ant must begin work on each separate task upon receiving City 's Notice to Proceed ("NTO "), and must complete each task within the time specified in each Service Order. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the Project Staff Augmentation Mast er De sig n Professional Agree ment/ Rev. May. 2018 Page I of 10 Services on time. Consultant must respond promptly to the City 's Service Orders and any change orders that may be issued. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that wi ll based upon actual costs but that will be capped so as not to exceed $ / ·':k;, DJYl) . .,a ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Invoices and Payments. City wi ll pay Consultant for Services satisfactoril y provided under a Service Order, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding ca lendar month. Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services; b. A succinct summary of the Services performed by each such individual ; c. The time spent by each individual providing those Services ; d. The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses . Al l hourly rates and al lowab le expenses must conform to City-approved rates set fotth in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consult ant is an independent Consu lt ant a nd not an employee, pattner, or joint vent ure of City. Consultant is sole ly responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No c ivil service status or other right of employment wi ll be acquired by vittue of Consultant's performance of the Services. Consultant is not entit led to health, worker's compensation or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best industry practices for sim ilar services performed in the San Francisco Bay Area. 5.3 Permits and Licenses. Consu ltant warrants on behalf of itself and its Subconsu ltants that they are properly licensed, registered , and /or certified to perform the Serv ices as required by law and that they have procured a City Business License. Project Staff A ugm enta tion Ma ster Design Profess ional Agree ment/ Re v. May. 201 8 Pa g e 2 of 10 5.4 Subconsultants. Unless prior written approval from City is obtained , on ly Consultant 's employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consu lt ant must require all Subconsultants to furnish proof of insurance for workers ' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consu ltant. The terms and conditions of this Agreement sha ll be binding on all Subconsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the tools, materials and equipment required to perform the Services . 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City 's request, Consultant will provide proof of payment and wil l indemnify City for vio lat ion s pursuant to the ind emnification provision of this Agreement. 5.7 Errors and Omissions. Consu ltant is solely responsible for it s errors and omissions and those of its Subconsultants, and must take prompt measures to avoid , mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Consu ltant shall hold in confidence a ll City information and use it only to perform this Agreement. Consu lt ant sha ll exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study, report, map, plan , drawing, specification , data, record, document or other in formation or work, in any medium (collectively, "Work Product"), prepared by Con su ltant in connection with this Agreement wil l 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 prepared/created by Consultant and its Subcons ultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire ", Consultant and S ub consultants hereby assign to City all copyrights to the Work Product when and as created . Cons ultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive li cense to use such details. 7.3 Patents and Licenses. Consu ltant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented , trademarked , or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. Proj ect Staff A ugm entation Ma ster Des ig n Profess ional Agree ment/ Rev. May. 2 01 8 Page 3 of l 0 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the following, but Consultant s hall not be responsible or liable for City 's re-us e of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel , agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats , and unless otherwise specified , other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation , in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 City will have free and full access to Consultant's books and records for review and audit , to make transcripts or copies , and to conduct a preliminary examination of all the work, data , documents , proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant's records di sc loses non-compliance with appropriate internal financial controls, a contract breach , or a failure to act in good faith , City will be entitled to recover from Consultant the costs of the supplemental examination. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign , sublease, hypothecate , or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval , which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs , successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one year thereafter will reference City contributions in making the Project possible. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers , press releases , posters , brochures , public service announcements , interviews and newspaper articles. No signs may be Project Staff Augmentation Maste r Design Professional Agreement/ Re v. May. 20 I 8 Page4of l0 posted, exhibited or displayed on or about City property , except s1gnage required by Jaw or this Agreement without prior written approval from City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by Jaw and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City , its City Council, boards and commissions, officers , officials, employees, agents , servants , volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify , defend , and hold harmless Indemnitees from and against any and all liability , claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to prope1iy or other liability of any nature (collectively, "Liability "), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or Subconsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees , and all other costs and fees of litigation. In addition to its indemnity obligations , Design Professional will provide its immediate and active cooperation and assistance to the City , at no additional cost to the City, in analyzing, defending , and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify , defend , and hold harmless Indemnitees from and against any claim involving intellectual property , infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual prope1iy rights, which arises out of, pertains to , or relates to Consultant's negligence, recklessness , or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c " above, Consultant shall indemnify , defend, and hold harmless the Indemnitees against any and all liability , claims, actions , causes of action or demands whatsoever, including any injury to or death of any person or damage to prope1iy, or other liability of any nature arising out of, pertaining to, or relating to the performance of this Agreement by Design Professional, its employees , officers , officials, agents or Subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City 's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price , to Workers ' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January I , 2018 , Consultant's duty to pay for any oflndemnitees' defense related costs will be limited to its propo1iionate share of fault , as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. Project Staff A ugmen tat ion Ma s ter D es ig n Profess ional Agree ment! Rev. May. 20 I 8 Page 5 of 10 11.4 Consultant agrees to pay the reasonabl e costs C it y may incur in enforci ng this provision related to Consultant's indemnifi cat ion duties , including reaso nable attorney fees , fees for legal counsel acceptable to City, expert fees , and all other costs and expenses related to a claim or counterclaim , a purchase order, another transaction, litigation , or dispute resolution. Without waiving any rights , City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences , Consultant shall furnish City with proof of compliance with City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all local , state and federal laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services , as required by the Immigration Reform and Co ntrol Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works " component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City 's Labor Compliance Program, and with state labor laws petiaining to working days , overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race , religious creed , color, ancestry , national origin, ethnicity, handicap , disability , marital status, pregnancy, age, sex, gender, sexual orientation , gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Consultant shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination , Consultant understands that harassment and discrimination directed toward a job applicant, an employee , a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest Jaws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Consultant may be required to file a Project Staff Augmentation Master Des ign Profess ional Agreement! Rev. May. 20 I 8 P age 6 of l 0 conflict of interest form if Consultant makes ce1tain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consu ltant agrees to abide by City policies and administrative rules prohibiting gifts to C it y officials and employees. 13.6 Remedies. A violation of this Section constitutes a material breach and may result in City suspend in g payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Chad Mosley , who shall have the authority to manage this Agreement and oversee the progress and perfonnance of the Services. City in its so le discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval, the Consultant 's Project Manager for all purposes under this Agreement will be Hatem Ahmed , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders , and the Schedule of Performance, and providing regu lar updates to the City 's Project Manager on the Project status , progress , and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days ' written notice to Consultant. Consultant wi ll be compensated for satisfactory Services performed through the date of abandonment and wil l be given reasonab le time to assemble the work and close out the Services . No close out work sha ll be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thitty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant wil l be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant 's final invoice. Project Staff A ugm enta ti on Ma s ter Des ign Profes sional Agreement/ Re v. May. 2018 Page 7 of 10 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the Sta te of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in com1. If a dispute arises , Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City files a complaint or cross-complaint, or pursues arbitration , appeal , or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs . This attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section survives termination of this Agreement. 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 any breach shall not be deemed to constitute waiver of another term , provision, covenant or condition , or a subsequent breach , whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of every kind or nature between the Parties , and supersedes any other agreements and understandings , either oral or written , between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Patty '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 contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Project Staff Augmentation Mas ter Design Pr ofess ional Agree ment/ Re v. May. 201 8 Pa ge 8 of 10 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation , is found by the court to be void , invalid , illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling . All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein , survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent 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 certified , or the next business day following electronic submission : To City of Cupetiino 10300 Torre Ave. Cupertino CA 95014 Attention:Chad Mosle y Emai 1: chadm @cupertino .org To Consultant: CSG Con sultant s, Inc . 550 Pilgrim Drive Fo ster City, CA 94404 Attention: Cyrus Kianpour Emai 1: cyrus @csgen gr.com 27 . VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney 's Office. 28. EXECUTION The person executing this Agreement on behalf of Consu ltant represents and warrants that Consu lt ant has ful l 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 Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Project Staff A ugmen ta tion Ma s ter Des ig n Pr of es sional Agree ment! Rev. May . 2 01 8 Page 9 of 10 IN WITNESS WHEREOF, the patties have caused the Agreement to be executed. CONSULTANT CSG Consultants , Inc. Title Vice President Tax I.D. No.: 91-2053749 ------- ~OCIO V. FIERRO Cupettino Acting City Attorney Pr oject Staff Augmentation CITY OF CUPERTINO A Municipal Corporation By ~ Name Timm Borden T itl e Director of Public Works Date -7{'?/, '( I I ATTEST: ~~ City Clerk 1 · / . ( 6 /\I/ast er Desig n Professional Agree ment/ Rev. May. 201 8 Page IO of 10 Exhibit A Scope of Services Design Professional shall provide certain Staff Augmentation services as required and requested by City . Design Professional shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from City's Director of Public Works or authorized Agent as defined in Section 8, Project Coordination and (2) as defined in a fully executed Service Order. Section 1-General Provisions A. Design Professional shall perform all services to the satisfaction of City's Public Works Director or authorized Agent. B. Design Professional shall perform all services under this agreement to the currently prevailing professional standards and quality found among Civil Engineering Design Professionals and Construction Project Managers with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. Design Professional shall perform services under this Master Agreement only by authorization of a fully executed Service Order which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. City shall incorporate each authorized and fully executed Service Order into the terms and conditions of this Master Agreement. D. Design Professional shall begin work only after receipt of a fully authorized and executed Service Order and shall execute the Project work as detailed in the Service Order. Unauthorized services p e rformed by Design Professional shall be at no cost to City. E. City shall designate a Project Manager for each fully executed Service Order under this Agreement. Design Professional shall coordinate the Service Order p erformance with City's d esignated Project Manager. CSG Consultants, Inc. -2018 Exhibi t A Master Agreement -Staff Augmentation PAGE 1 OF 5 Section 2. Basic Services As authorized by a fully executed Service Order, Design Professional shall provide Civil Engineering services for various City Public Works Projects in accordance with the following: A. General Performance Requirements For each assigned Project: 1. Design Professional shall designate a Project manager and provide to City the names of their team members for the Project. The team members shall be satisfactory to City . Design Professional shall not substitute any team members without the prior approval of City. City retains the right to reject team members assigned by Design Professional or require replacement of team members. 2. Design Professional shall effectively manage and administer the Project for the efficient, progressive, and proactive delivery of the Project. 3. Design Professional shall be responsible for managing and coordinating the work of all sub-Design Professionals and subcontractors. 4. Design Professional shall consult and coordinate with the City and communicate with members of the Project team. 5. Design Professional shall schedule meetings and prepare meeting agendas and minutes for all Project meetings. All minutes of meetings are due to the City within ten (10) calendar days after the meeting in a digital format and shall also be provided to other appropriate agencies and entities, as directed by City. 6. Design Professional shall communicate weekly with City's assigned Project Manager to provide an update on the current status of the Project and provide a brief written summary report. B. Specific Performance Requirements For each assigned Project, Design Professional may provide any or all of the following tasks and subtasks, as is required for the specific Project: CSG C ons ultants, Inc. -2018 Exhibit A Mas ter Agreement -Staff Aug m entation PAG E2 O F 5 Task 1.0 Land Development Review Assistance 1.01 Reviewing and recommending approval or rejection of entitlement submittals, tentative maps, and improvement plans for final permitting, within the specified time lines accepted by the City (typically 2 business weeks for a first review, and 1 business week for subsequent reviews). This includes reviewing documents for conformance to approved tentative map, specific plans, conditions of approval and engineering judgement and preparing various documents related to the entitlement such as comments for plan checks, installation agreements, right of way dedications, quitclaim deeds for underground water rights, stormwater maintenance agreements, etc. The following non-exhaustive list includes possible typ es of plans that would be reviewed: • Title Sheet, Legend, Index and Notes • Typical Cross Sections • Demolition Plans • Preliminary Street Alignments and Profiles • Street Improvement Plans and Profiles • Grading and Drainage Plans • Storm Water Treahnent Management Report and Plans • Final Maps • Plat & Legal Descriptions • Utility Plans and Profiles • Construction Details • Traffic Handling and Construction Area Signs • Signing and Striping Plans • Erosion Control Plans • Planting Plans; 1.02 Confirming plans conform to City standard design criteria, including draft or proposed standards as needed, and infrastructure or other master plans; 1.03 Confirming that d evelopers and contractors have obtained necessary permits or approvals from other public agencies as needed, and that plans conform to San CSG Con sultants, Inc. -2018 Exhibit A Ma s ter Agreement -Staff Au gmentation PAGE3 OF 5 Francisco Bay Regional Water Quality Control Board requirements for storm water treatment and retention; 1.04 Reviewing engineering and construction bond estimates and subdivision guarantees based on the magnitude of the quantities of materials and time of labor consistent with similar local projects and engineer's judgement, and recommending revisions or approval as appropriate. 1.05 Assisting City in negotiations with developers regarding terms of agreements or conditions; 1.06 Drafting staff reports and resolutions for Council approval as needed; 1.07 Meeting and coordinating with developers, contractors, consultants, or other agencies on behalf of staff, as requested; 1.08 Interacting and communicating with City Staff, the public, developers, consultants, contractors and others to answer questions, address concerns and solve problems; 1.09 Reviewing and processing encroachment permits. 1.10 Reviewing Technical Specifications and providing comme nts as necessary . 1.11 Other tasks as requested by the City. Task 2.0 Capital Improvement Project Assistance 2.01 Reviewing plans, specifications, and estimates prepared by other consultants for accuracy, completeness, and conformance to City requirements; 2.02 Preparing, maintaining and monitoring accurate project budgets, schedules and records; 2.03 Preparing staff reports and resolutions regarding projects for City Council consideration; 2.04 Preparing requests for proposals (RFP), Invitation for Bids and related documents; assist the City through the review process up to and including the recommendation for a contract award; 2.05 Coordinating with utility companies to resolve utility conflicts with proposed work; 2.06 Coordinating projects during the design, preconstruction, construction, and project closeout phases; CSG Con s ultants, Inc. -20 18 Ex hibi t A Mas te r Agreement -Sta ff Augmenta ti on P AGE4 O F 5 2.07 Coordi11.ating work between the contractor, inspectors, construction manager, design consultant, and the City; 2.08 Assisting the City in issuing change orders, review submittals, and project close- out and acceptance; 2.09 Other tasks requested by the City including management, design, and/or inspection of other capital projects. 2.10 Preparing Request for Proposals for Design Consultant Services using City standard format. 2.11 Conducting Consultant selection using established City process. 2.12 Preparing Consultant scope of services and agreement. 2.13 Assisting in the negotiation of Design Consultant fees. 2.14 Managing Consultant agreements and review payment requests. 2.15 Coordinating Public Meetings for stakeholder input with City Staff. 2.16 Assembling front end bid documents using City standard format. 2 .1 7 Assembling bid package for City staff to use for public bid. CSG Consultants, Inc. -20 18 Mas ter Ag reement -Staff Au g m enta ti on P AGES O F 5 Ex hibit A EXHIBIT B Service Order Form Each Service Order for work under this Ma s ter Agreement shall be initiate d and exe cuted as provided for in the Master Agreement, Se ction 2.2 Service Order De ve lopment. An exemplar of the Service Order form follows . CSG Con sult ants, Inc. Master Agreem ent -Sta ff Au gmen ta ti on END OF EXHIBIT Ex hibit B PAGE 1 OF 1 CITY OF CUPERTINO MASTER AGREEM ENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT NO.: MA Date: MA Maximum Compensation: MA Term: NTP: MA END DATE: Consultant: Name: Address : Cont act: Phone: Project Description: Project Name: [ZJDescription: (simple projec t d escrip tion if appropriate) 0 A ttachment A: Includes Description of Proj ect, Scope of Serv ice, Sche dule of Performance and Compensa tion City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget Amount Master Agreement Maximum Compensation: $0.00 Total Previously Encumbered to Date: $0.00 Encumbrance this Service Order: $0.00 Total Liquidated Encumbrance: $0.00 ------- Account No.: Project Manager: APPROVALS Con sultant: CIP Ma nager: Master Agreement Unencumbered Balance: $0.00 Date: Date: Date: Appropria ti on Cer tifi ca ti on: I h e re by ce r ti fy that an unex p end ed a ppropriation is avail ab le in th e above fund for th e ab ove contrac t as es tim ate d a nd th a t fund are available a s of thi s date of signa ture . City Finance: C it y o f Cupertino Mas te r Agree me nt Managem ent Ana lys t Date: P age 1 o f 1 Se rv ice Orde r No . EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. The City will compensate the Consultant for satisfactory performance of duly authorized Services, b ased on the hourly rate(s) set forth below. The hourly rates are deemed to include all cos ts including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include reimbursable expenses, which are addressed below. These hourly rates will remain in effec t for the Term of the Agreement unless changed b y written amendment to the Agreement. Total compensation for Services provided pursuant to a Service Order, including reimbursable expenses, may not excee d the maximum compensation authorized under the Service Order. Consultant Hourly Rates: Senior Principal Engineer Principal Engineer Senior Structural Engineer Senior Engineer Associate Engineer Assistant Engineer Senior Analyst Engineering Designer Analyst Reimbursable Expenses: $225 $200 $185 $180 $155 $135 $135 $125 $115 Reimbursable expenses include the cost of items, other than direct labor, specifically required to p erform the Services, excl uding normal business operating ex penses and overhead, which are included in the direct hourly rates set forth above. City will compensate Consultant for such reimbursable expenses only with prior written authorization by the individual designated as the City Representative in Section 8, Project Coordination, of the Agreement. The City will reimburse the Consultant for allowable reimbursable expenses for the documente d actual cost only, with no surcharge or markup for Consultant a dministration. Re imbursa ble ex penses must b e separately identified on the Consultant invoice and documentation of each reimbursable expense must be submitted to the City upon request and maintained as required under Section 18, Records, of the Agreement. Allowed reimbursable ex p enses include, but are not limited to : CSG Consultants, Inc. Ma s ter Agreement -Staff Augmentation Exhibit C PAGE 1 OF2 • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set r e productions; • Special software required by City specifically for a project, excluding s tandard software programs such as Microsoft Office suite applications (i.e . Word, Excel, PowerPoint, Project, etc.); Adobe Acrobat; or standard photo editing programs . • Travel expenses to the extent allowed b y City policy, and subject to any limitation on allowable travel expenses under a Service Order, with mileage reimbursed per the current IRS standard mileage rate at the time of h·avel; • Subconsultants required by project scope of services; • Safety equipment required by City policy or the project scope of services; • Mass mailing notifications; • Special expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation e_quipment. CSG Consu ltants, Inc . Ma s ter Agreement -Staff Augmentation END OF EXHIBIT Ex hibit C PAGE2 OF 2 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 MINJMUMS REQUIRED I. Commercial General Liability (CGL) for bodily injury, property damage , personal injury liability for premises operations, products and completed operations, contractual liability, and personal and adve1iising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a 4 \ \ i,~ general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. f??] ~ a . It shall be a requirement that any available insurance proceed s broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance , and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provid ed each policy complies with the requirements set forth in this Contract. Any umbrella or ex c ess 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 V autos) with limits no less than $1,000,000 per accident for bodily injury and prope1iy damage. 3. V 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. 0 Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant 's , /' profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate . If written on a V claims made form : a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reportin g" c o verag e for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS Th e aforementioned insurance shall 'be endorsed and have all the following conditions and provisions: Exh. D-lnsurance Requirements fo r Des ig n Pr ofe ssionals & Co nsultants Co ntracts Fo rm Updated Fe b. 20 18 1 Additional Insured Status The C ity of Cupertino, its C ity C ouncil , officers , official s, e mploy ees , agents, servants a nd volunteers .£'Additional Insureds") are to be covered as additional in s ureds on Consultant's CGL policy. General V Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11 / 85) or both CG 20 10 and CG 20 3 7 forms , if later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insurance. Any in surance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant 's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire , except with written notice to City 30 days in advance or 10 days in advance if due to non-payment 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 ' / Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds ; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses . The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance ce1tificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant 's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage C ity reserves the right to modify these insurance requirem e nts /coverage based on th e nature of the risk, prior exp e rience, insurer or other special circumstances, with not less than ninety (90) days prior written notice . Exh. D-fns urance R equirem ents fo r D es ig n Professionals & Co ns ulta nts Co ntracts Fo rm Updated F eb. 201 8 2 ACORD® CERTIF ICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 6/5/2018 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 COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Arthur J. Gallagher & Co. ;,.~,9NJo. l'v t\• 415-536-8617 I FAX Insurance Brokers of CA, Inc. LIC #0726293 IA/C Nol : 415-536-8627 E-MAIL 1255 Battery Street, Suite 450 ADDRESS: San Francisco CA 94111 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A : American Fire and Casualty Company 24066 INSURED CSGCONS-01 INSURER s : Arch Insurance Company 11150 CSG Consultants , Inc. INSURER c : West American Insurance Company 44393 550 Pilgrim Drive Foster City, CA 94404 INSURER D : Berkshire Hathawav Homestate Insurance Comoanv 20044 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 49127236 REVISION NUMBER: THIS IS TO CERT IF Y THAT THE POLI CIES OF INSURAN CE LISTED BEL OW HAV E BEEN ISS UED TO THE INSURED NAMED A BOVE FOR THE POLIC Y PERIOD INDICATED . NOTWITHSTANDING ANY REQUIRE MENT, TER M OR CONDI TION OF AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFI CATE MAY BE ISSUED OR MAY PER TAIN , THE INSURAN CE AFFORDED BY THE POLICIES DES CRIBED HEREIN IS SUBJECT TO ALL THE TER MS, EXCLUSIONS AN D CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDU CED BY PAID CLAIMS . INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,,.,~n WVD POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS C X COMMERCIAL GENERAL LIABILITY y y BKW(18)57695795 V 12/4/2017 12/4/2018 V EACH OCCURRENC E $1,000,000 i,,- ~ =:J CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED -PR EMISES /Ea occurrencel $500,000 M ED EXP (Any one person) $5,000 - PERSONAL & ADV IN J URY $1,000,000 - GEN'L AGGREGATE LIM IT APPLIES PER: G ENERAL AGGREGATE s 2,000,000 v =l D PRO-0 LOC PRO DUCT S -COMP/OP A G G $2,000,000 PO LI CY J ECT "' OTHER : $ I '\ A AUTOMOBILE LIABILITY y BAA(18)57695795 V 12/4/2017 12/4/2018 V COMBIN ED SINGLE LI M IT $1 ,000,000 ~ \ /Ea accident\ X ANY AUTO BODILY INJURY (Per person) $ ~ OWNE D -SCHEDULED A UTOS ONLY A UTOS BO DILY INJURY (Per accident) $ ~ HI R ED -NON-OWNED iP~7 ~;c~~RAMAGE A UTOS O N LY AUTOS O N LY $ I ~ - 1}.....--~ I A X UMBRELLA LIAS M OCCUR y y USA(18)57695795 12/4/2017 12/4/2018.V EAC H OCCURRENC E I s s .000.000 1...--1 / -I $5,000,000 /j EXCESS LIAB CLAIMS-MADE AGGREGAT E OE D I X I R ETENTI ON$ O \ $ / D WORKERS COMPENSATION y CSWC821833 V 12/4/2017 12/4/2018 V X I PER I I OTH-STATUTE ER AND EMPLOYERS' LIABILITY YIN A NYPRO PRIETOR/PARTNE RI EX EC UTIVE ~ E.L. EAC H ACCIDENT $1 ,000,000 \/ O FFI CER/MEMBER EXC L UDED? NIA (Mandatory In NH) E.L. D ISEASE -EA EM PLOYEE $1 ,000,000 If yes, describe under E.L. D ISEASE -POLI CY LI M IT $1,000,000 DESCRIPTION O F O PE RATIONS below 8 Professional Liability y PAAEP0008802 12/4/2017 12/412018 V Each C laim $5,000,000 t/ retro date: 11111991 Aggregate $5,000,000 V"' Deductib le : $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is required) re : Des ign Professional Services Agreement (Master). The City of Cupert ino , its City Council , officers , officials , employees , agents , servants and volunteers are included as add itional insureds on GL on a Primary & Non-Contributory basis with Waiver of Subrogation and 30 Day Notice of Cancellation per attached. Waive r of Subrogat ion on Auto & WC and 30 Day Notice of Cancellation on Auto & Professional per attached . 30 Day Notice of Cancellation on WC is not available. Waiver of Subrogat ion on Profess ional applies. CG2026 per attached . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Avene Cupertino CA 950 14 AUTHORIZED REPRESENTATIVE USA ~'~ I © 1988 -201 5 ACORD CORPORATION . All rights reserved . ACORD 25 (2 016/0 3) T he ACORD name and logo are re g iste re d marks of A CORD Pol?/11 : BKW(18)57695795 COMMERCIAL GENERAL LIABILrTY CG 8810 0413 ~ ORSEMENT CHANGES THE POLICY. PLEASE READ tT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUBJECT NON-OWNED AIRCRAFT NON-OWNED WATERCRAFT PROPERTY DAMAGE LIABILITY• ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS· COVERAGES A AND B ADDITIONAL INSUREDS· BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED· INCIDENTAL MEDICAL ERRORS /MALPRACTICE AND WHO IS AN INSURED • FELLOW EMPLOYEE EXTENSION· MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALL V ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US• WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc .• with its permission. 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Llablllty, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. · It is not being used to carry persons or property for a charge . However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. 8. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion 9. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own tha t is : (a) Less than 52 fee t long; and (b) Not being used to ca rry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section 1-Coverage A -Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3). (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provis ion, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations . 2. The following is added to Section IV -Commercial General Liability Conditions. Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis . D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2 . Exclusions of Section 1-Coverage A~ Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing : Paragraphs (1), (3) and (4) of this exclusi on do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section HI • limits of I nsurance. © 20 13 Liberty Mutual Insurance CG 88 10 041 3 In clu des copyrighted m aterial of Insuran ce Services Office, Inc., w ith its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusi ons i s replaced by the fo ll owing : Exclusions c. through n. do not apply to damage by fire, llghtni ng, explosion, smoke or leakage from automatic fire protection systems to prem ises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section 111-Limits Of Insurance. 2. Paragraph 6. under Section 111 • Limits Of Insurance is replaced by the following : 6. Subject to Paragraph 6. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise : (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision 0. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows : Under Paragraph 1. Insuring Agreement of Section I -Coverage C -Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b, The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS-COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following : d. All reasonable expenses Incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earn i ngs up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS· BY CONTRAC T. AGR EEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an Insured any person or organization whom you have agreed to add as an additional insured in a w r itten contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional i nsured that are the subj ect of the written contrect or written agreement provided tha t the "bod ily injury" or "property damage" occurs, o r the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual In surance CG 8810 0413 Includes copyrighted material of Insurance Se rvi ces Office. Inc., w ith its permissio n. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad· vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards : (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insu red only applies to the extent permitted by law; ar,d 2. If coverage provided to the additional insured is required by a contract or agreement, the Insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1} All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or {2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a pe r son's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receiv~ written notice of a "suit" by the additional insured as required in Paragraph b. of Condition ?.. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi· tions. ® 1013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc .• with its permission. Page 4 of 8 2. With respect to the insurance prov ided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I ~ Coverage A· Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodlly injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" ar i sing out of the render- 1 ng of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, op inions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising Injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services . d. "Bodily injury" or "property damage" occurring after : (1} All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the Insurance afforded to these additional Insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance : a. Required by the contract or agreement; or b. Available under the applicable limits of Insurance shown in the Declarations; whichever is less . This endorsement shall not increase the applicable limits of Insurance shown in the Declarations. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any pe rson or organization who qualifies as an additional insured under any form or endorsement under th is policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional Insured coverage on a prima ry and noncontributory basis, th i s policy shall be primary and we will not seek cont r ibution from the additional insured 's policy for damages we cover. @ 2013 Liberty Mutual Insurance CG 8810 0413 Incl udes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS · EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable; a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill • Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED · FELLOW EMPLOYEE EXTENSION • MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section 11-Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury ": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members {if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your bus i ness; {b) To the spouse, child, parent, brother or sister of that co -"employee " or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is · not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b} above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a superviso ry capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 8810 0413 lnf"IUrlt"~ t'nnvrinhtPrl matPri.-.1 nf lnc::uri:an,..~ ""n,it\A<: nff.ro 1,..,... u ,,ith i+c normirc-inn PanA R nf R advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica - tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section 11 • Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority Interest, will qualify as a Named Insured If there Is no other similar Insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury " arising out of an offense committed before you acquired or formed the organization . d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or Qualifies as an Insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV • Commercial General Liability Conditions, the following is added to Condition 6. Repre· sentatlons: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to d i sclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an Insured listed under Paragraph 1. of Section 11-Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V-Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person . This includes mental anguish, mental injury, shock, fright or death that results from such physics! injury, sick· ness or disease. © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office. Inc., with its permiss ion. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. o1 COVERAGE A. BOOIL Y INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following : a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the Insured. This exclusion does not apply to "bodily Injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 0. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WHEN REQUIRED 1N A CONTRACT OR AGREEMENT WJTH YOU Under Section IV -Commercial General Liability Conditions. the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and incluced in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subseQuent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual insurance CG 8810 0413 Includes copyrighted matc1ial of Insurance Services Offic~. inc., with its permission. Page 8 of 8 0 Policy#: BKW(18)57695795 COMMERCIAL GENERAL LIABILITY CG 89 70 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replac- ing such Conditions is amended by the following : If you have agreed in a written contract or written agreement to provide a person or organization notice of cancellation we agree to the following: Provide 30 days prior written cancellation notice to such person or organization for reasons other than nonpayment of premium , but only if we are provided with a schedule of persons or organizations with whom you have agreed to provide notification more than 30 days before the cancellation is to take effect. For purposes of this endorsement , knowledge of the agent as to the persons or organizations requesting notice of cancellation is insufficient to invoke our duty to provide notice of cancellation unless the identity of the persons or organizations is provided directly to us in accordance with the terms of this endorsement. Failure to provide notice to a person or organization in accordance with the terms of this endorsement shall not extend the effective date of the cancellation or otherwise affect cancellation of the policy as to any insured. © 2013 Liberty Mutual Insurance CG 89 70 04 13 Includes copyrighted material of Insuran ce Services Office , Inc ., with its permission. Page 1 of 1 Policy BAA(18)57695795 COMMERCIAL AUTO CA 88 10 0113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement , the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT ACCIDENTAL AIRBAG DEPLOYMENT AMENDED DUTIES IN THE EVENT OF ACCIDENT , CLAIM , SUIT OR LOSS AMENDED FELLOW EMPLOYEE EXCLUSION AUDIO , VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE BROAD FORM INSURED BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) EXTENDED CANCELLATION CONDITION EXTRA EXPENSE -BROADENED COVERAGE GLASS REPAIR -WAIVER OF DEDUCTIBLE HIRED AUTO PHYSICAL DAMAGE (including employee hired au to and loss of use) HIRED AUTO COVERAGE T ERRITORY LOAN / LE AS E GAP PARKED AUTO COLLISION COVE RAG E (WAIVE R OF D EDU CTIB LE) P E RSONAL E FFECT S COVERAGE PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE RENTAL REIMBURSEMENT SUPPLEMENTARY PAYMENT S TOWING AND LABOR TWO OR MORE DEDUCT IB LES UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION II -LIABILITY COVERAGE is amended as fo l lows: 1. BROAD FORM INSURED PROVISION NUMBER 3 12 19 5 13 1 22 2 23 10 15 6 20 14 16 11 8 9 4 7 17 18 20 SECTION II -LIABILITY COVERAGE, paragraph A.1 . -WHO IS AN INSURED is amended to include the following as an insured : CA 88 10 0113 d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period . However, "insured " does not include any organization that: (1) Is a partnership or joint venture ; or (2) Is an insured under any other au tomobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy . Paragraph d. (2) of this provision does not apply to a policy written to app ly specifically in excess of this pol icy . e. Any organization you newly acquire or fo r m , other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or fo rmat ion . However, coverage under this p rovision does not apply: (1) If there is similar insurance or a self-insured retention plan available to that organization ; © 2013 Liberty Mutual Insurance In c ludes copyrighted material of Insurance Services Office , Inc., with its perm ission . Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted ; or (3) To "bodi ly injury" or "prope rty dam age" t hat occurred before you acqu ired or formed th e organization. 2. EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE , paragraph A.1 . -WHO IS AN INSURED is amended to include the follow ing as an insured : f. Any "employee " of yours while using a covered "auto " you do not own , hire or borrow , but only for ac ts w ithin the scope of their employment by you . Insurance provided by this endorsement is excess ove r any other insurance available to any "em ployee ". g . An "emp loyee " of yours while ope rating an "auto " hired or bo rrowed under a written contract or agreement in that "employee's" name , wit h your permission , while per forming duties related to the conduct of your business and within the scope of their employment. Insu rance provided by this endorsement is excess over any othe r insu rance avai lable to the "employee ". 3 . ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION 11 -LIABILITY COVERAGE , paragraph A.1 . -WHO IS AN INS URED is amended to include the following as an insured : h . Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract , agreement , or permit issued to you by governmental o r public authority, to add such person , or organization, or governmental or public authority to this policy as an ''insured". However, such person or organization is an "insured": (1) Only with respect to the operation , maintenance or use of a covered "auto"; (2) Only for "bodily injury " or "property damage " caused by an "accident" which takes place afte r you executed the written contract or agreement , or the permit has been issued to you ; and (3) Only for the duration of that contract , agreement or permi t 4. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE , Coverage Extensions, 2.a . Supp lemen tary Payments, paragraphs (2) and (4) are rep laced by the following : (2) Up to $3 ,000 for cost of bail bonds (includ ing bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds . (4) All reasonable expenses incurred by the insured at our request , including actual loss of earnings up to $500 a day because of time off from work 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisd ict ions where , by law , fello w emp loyees are not entitled to the pro tection afforded to the employer by the workers compensation exclusivity rule , or similar protection , the following provision is added : SECTION II -LIA BILITY , exclusion B .5 . FELL OW EMP LOY EE does not app ly if the "bodily injury" results from the use of a cove red "auto" you own or hire . SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended as follows : 6. HIRED AUTO PHYSICAL DAMAGE CA 8810 0 1 13 Paragraph A.4 . Coverage Extens ions of S ECT ION Ill -PHYSICAL DAMAGE COVERAGE, is amended by adding the follo w ing : If hire d "autos " are covered "autos " for Liabi lity Cove rage , and if Comprehens ive , Specified Causes of Loss or Collis ion coverage are provided under the Busi ness Auto Coverage Form for any "auto " you own , then the Physical Damage coverages prov ided are ex tended to "autos" a . You hire , rent or borrow ; or © 201 3 Li berty Mu tual Insurance Incl udes copyrighted material of Insurance Se rv ic es Office. Inc .. with its perm ission . Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement 1n that "employee 's " name, but only If the damage occurs While the vehicle Is being used In the conduct of your business, subject to the following limit and deductible : A. The most we will pay for "loss" in any one "accident'' or "loss" is the smallest of: (1) $50,000 ; or (2) The actual cash value of the damaged or stolen property as of the t ime of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible . B . The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision , we will provide coverage equal to the broadest coverage applicable to any covered ''auto" you own . D. Subject to a maximum of $1,000 pe r "accident", we will also cover the actual loss of use of the hired "auto " if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to : (1) Any "auto" that is hired, rented or borrowed with a driver ; or (2) Any "auto" that is hired , rented or borrowed from your "employee". For the purposes of this provision, SECTION V -DEFINITIONS is amended by adding the following : "Total loss " means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION Ill -PHYSICAL DAMAGE COVERAGE , paragraph A.Z . Towing , is amended by the addition of the following: We w i ll pay towing and labor costs incurred , up to the limits shown below , each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck " is disabled : a. For private passenger type vehicles, we will pay up to $50 per disablement. b . For "light trucks ", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less . c. For "medium trucks ", we will pay up to $150 per disablement. "Medium trucks " are trucks that have a gross vehicle weight (GVW) of 10 ,001 -20 ,000 pounds. However, the labor must be performed at the place of disablement . 8. PHYSICAL DAMAGE · ADDITIONAL TRANSPORTATION EXPENSE COVERAGE CA 8810 0113 Paragraph A.4 .a ., Coverage Extension o f SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1 ,500 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Se rv ices Office . Inc ., with its permission . Page 3 of 7 9. RENTAL FU:IMBURSEM E NT SECTION Ill -PHYSICAL DAMAGE COVERAGE , A. COVERAGE , is amended by adding the following : a. We will pay up to $75 per day for renta l reimbursement expenses incurred by you for the rental of an "auto " because of "accident" or "loss", to an "auto " for which we also pay a "loss " under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours fo llowing the "accident" or "loss " to the covered "auto ." b. Rental Reimbursement will be based on the rental of a comparable vehicle , which in many cases may be substantially less than $75 per day , and will only be allowed for the period of time it should take to repa ir or replace the vehicle with reasona ble speed and sim ilar quality, up to a max i mum of 30 days . c . We wi ll also pay up to $500 fo r reasonable and necessary expenses incurred by you to remove and rep l ace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos " available for your use and operation cannot fill. e. If "loss " results from the total theft of a covered "auto '' of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses wh ich is not already provided under Paragraph 4. Coverage Extens ion . f. No deductible applies to this coverage . For the purposes of this endorsement p rovision, ma terials and equipment do not include "personal effects " as defined in p rovision 11 . 10. EXTRA EXPENSE. BROADENED COVERAGE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE , A. COVERAGE , we will pay for the expense of returning a stolen covered "auto" to you . Th e max imum amount we will pay is $1 ,000 . 11. PERSONAL EFFECTS COVERAGE A . SECTION Ill -PHYSICAL DAMAGE COVERAGE, A . COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto " you own and that "auto" is stolen , we will pay, without application of a deductible, up to $600 for "personal effects" sto len with the "auto ." The insurance provided under th is provision is excess over any other collectible insurance . B. SECTION V -DEFINITIONS is amended by adding the following : For the pu rposes of this provis ion, "personal effects" mean tangible property that is worn or carried by an insured ." "Personal effects" does not include tools , equ ipment, jewelry, money or securities . 12 . ACCIDENTAL AIRBAG DEPLOYMENT SECTION Ill -P HYSICAL DAMAG E COVERAG E, B. EXCLUSIONS is amended by adding the following : If you have purchased Comprehensive or Collision Coverage under this policy , the excl us ion for "loss" relating to mechan ical breakdown does not apply to the acc idental discharge of an airbag . Any insurance we provide shall be excess over any other collectible insu rance or reimbursement by manufacturer's warranty . However , we agree to pay any deductible app licable to the other coverage or warranty. 13 . AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE CA 88 10 01 13 SECTION I ll -PHYSICAL DAMAGE COVERAGE , B. EXCLUSIONS, excep ti on pa ragraph a. to exclusions 4 .c . and 4 .d . is deleted and replaced with the follo w i ng : © 2013 Liberty Mutual Insurance ln c ludeis copyrig hte d rm:1leri1:1I or lr1:;ur1:1nce Se rvice:; Office, Inc., w illl il :s per m i:;:;ion . Page 4 of 7 Exclusion 4.c. and 4.d . do not apply to : a. Electronic equipment that receives or transmits audio , visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" al the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto 's" electrical system, in or upon the covered "auto " and physical damage coverages are provided for the covered "auto"; or If the ''loss" occurs solely to audio, visual or da ta electronic equipment or accessories used with this equipment , then our obligation to pay for, repai r, return or replace damaged or stolen property will be reduced by a $100 deductible . 14. LOAN / LEASE GAP COVERAGE CA 88 10 0113 A . Paragraph C ., LIMIT OF INSURANCE of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by adding the following : The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss " less the amount of: a . Overdue payments and financial penalties associated with those payments as of the date of the "loss", b . Financial penalties imposed under a lease due to high mil eage, excessive use or abnormal wear and tear , c. Costs for extended warranties, Credit Life Insurance, Health , Accident or Disability Insurance purchased with the loan or lease, d . Transfer or rollover balances from previous loans or leases , e . Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss " of a covered "auto ", g . Security deposits not refunded by a lessor , h . All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the ear1y termination of any warranty or extended service agreement on a covered "auto ", i. Any amount representing taxes , j. Loan or lease terminat ion fees ; or 2 . The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in T exas . B. ADD ITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto " that incurred the loss serves as collatera l, or lease written on the covered "auto" that incurred the loss . C. SECTION V -DEFINTIONS is changed by adding the following : As used in this endorsement prov ision, the following definitions apply : "Total loss " means a "loss" in which the cos t of repairs plus the salvage value exceeds the actual cash value . A "balloon loan " is one with periodic payments that are insufficient to repay the balance over the term of the loan , thereby requiring a large final payment. © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Se rvices Office. Inc., with its permission . Page 5 of 7 15. GLASS REPAIR • WAIVER OF D E DUCTIBl..E Paragraph D. Deductible of SECTION I ll -PH YSICAL DAMAGE COVERAGE is amended by the addition of . the following : No deductillle applies lo glass dcm1age if lhe glass is 1epaired ,ather them replaced . 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D . Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following : The deductib le does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross veh ic le weight of 10,000 lbs . or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is : a. In the charge of an "insured"; b. Legal ly parked ; and c. Unoccupied . The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deduct ible shown in the Declarations. This provision does not apply to any "loss " if the covered "auto" is in the charge of any person or organization engaged in the automobile business . 17. TWO OR MORE DEDUCTIBLES Under SECTION Ill PHYSICAL DAMAGE COVERAGE , if two or more company policies or coverage forms apply to the same accident, the following appl ies to paragraph D . Deductrble : a. If the app licable Business Auto deductible is the smaller (or smallest) deductible it will be waived ; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or sma ll est) deductible; or c . If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived . For the purpose of this endorsement company means any company that is part of the liberty Mutual Group . SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS , Paragraph B.2 . is amended by adding the following : If you unintentionally fail to disclose any hazards , exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced . However, you must report the undisclosed haza rd of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposu re . 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS CA88100113 SECTION IV -BUSINESS AUTO CONDIT IONS, paragraph A.2.a. is replaced in its ent irety by the following : a. In the event of "accident", claim, "suit" or "loss ", you must promptly notify us when it is known to : 1 . You, if you are an individual ; 2 . A partner, if you are a partnership ; 3 . Member, if you are a limited liability company ; 4 . An executive officer or the ''employee" designated by the Named Insured to give such notice , if you are a corporation. © :2013 Liberty Mutual Insurance Incl udes copyrighted material of Insurance Services Office , Inc., wilh its pennission . Page 6 of 7 To the extent possible , notice to us should include : (1) How, when and where the "accident" or "loss " took place ; (2) The "insureds " name and address ; and (3) The names and addresses of any injured persons and witnesses. 20 . WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSINESS AUTO CONDITIONS , paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following : If the person or organization has waived those rights before an "a ccident" or "l oss ", our rights are waived also . 21. HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS , paragraph 8.7., Policy Penod , Coverage Territory , IS amended by the addition of the following : f . For "autos" hired 30 days or less , the coverage territory is anywhere in the world, provided that the i nsured 's responsibility to pay for damages is determined in a "suit", on the merits , in the United States , th e territories and possessions of the United States of America , Puerto Rico or Canada or in a settlement we agree to . This extension of coverage does not apply to an "auto" hired , leased , rented or borrowed with a driver. SECTION V -DEFINITIONS Is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V -DEFINTIONS , definition C . is replaced by the following : "Bodily injury" means physical injury , sickness or disease sustained by a person, including mental anguish , mental injury, shock , fright or death resulting from any of these at any time . COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION CA 8810 0113 COMMON POLICY CONDITIONS, parag raph A.-CANCELLATION condition app lies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancel lation at least 60 days before the effective date of cancellation . This provision does not apply in those states which require more than 60 days prior notice of cancellation . © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Se rvic es Office , Inc., with its permission . Page 7 of 7 POLICY NUMBER : BAA(18)57695795 COMMERCIAL AUTO CA20 48 0299 THIS ENDORSEMENT CHANGES THE POLICY. P LEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the follow ing BUSINESS AUTO COVERAGE FORM GARAGE COVERAG E FORM MOTOR CARRIER COV ERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement , the prov isions of the Coverage Form apply unless modi- fied by this endorsement. This endorsemen t identifies person(s) or organ ization(s ) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form . This endorsement does not alte r coverage provided in the Coverage Form . This endorsement changes the policy effective on the inception date of the poli cy unless another date is indicated below. Effective Date: 12/4/2017 Named Insured: CSG Consultants , Inc .; Prec ision lnspection-CSG SCHEDULE Name of Perso n(s) or Organization{s): as required by written contract (If no entry appears above , information required to comp lete this endorsement will be shown in the Declarations as applicable to tt1e endorsement.) Each person or organization shown in the Sched ule is an "insured" for Liability Coverage , but only to the extent that person or organizat ion qualifies as an "insured " under the Who Is An Insured Provision contained in Section II of the Coverage Form . CA20 48 02 99 Copyright , Insurance Services Office , Inc., 1998 Page 1 of 1 D Policy COMMERCIAL AUTO CA 88 66 05 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED-NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "i nsureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form . Schedule Name of Person(s) or Org::mization(s): Any entity with respect to a covered "auto" provided that you and such entity have agreed in a written contract, agreement , or pe rmit to add such entity as an ·'insured ". Regarding Designated Contract or Project: NIA Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organ ization qualifies as an "insured" under the Who Is An Insured Provis ion conta i ned in Section II of the Coverage Form . The following is added to the Other Insurance Condition: If you have agreed in a written agreement that th is policy will be primary and without right of .contribution from any insurance in force for an Additional Insured for liability arising out of your operations , and the agreement was executed prior to the "bodily injury" or "property damage", then this insu rance will be primary and we will not seek contribution from such insurance . © 2013 Liberty Mutual Insurance . All rights reserved . CA 88 66 0513 Includes copyrighted material of Insurance Services Office, Inc .. with its permission . Page 1 of 1 Policy# BAA(18)57695795 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS This endorsement mod ifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM GARAGE COVERAGE FORM With respect to coverage provided by this endorsement, lhe provisions of the policy apply unless modified by this endorsemen t. Any term or provision of the Cancellation Conditions of the policy or any endorsement emending or replacing such Conditions is amended by the following : If you have agreed in a written contract or written agreement to provide a person or organization notice of cancellation we agree to the following : a . Provide a 30 days prior written cance lla tion notice lo such persons or organ ization for reasons other than nonpayment of premium, but only if we are prov ided with a schedule of persons or organizations with whom you have agreed to provide notification more than 30 days before the cancellation is to take effect. As a condition of this endorsement, you must notify your agent of any written contract or agreement where you have agreed to provide notice of cance lla tion , other than nonpayment of prem ium , to a specific person or organization. Failure to provide to a person or organization in accordance with th e terms of this endorsement sha ll not extend the effective date of the cancellation or otherwise affect cancellation of the policy as lo any insured . CASS 76 0314 © 2013 Liberty Mutual Insurance . All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office. Inc .. with its permiss ion . WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04108 (Ed . 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS 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 Schedu le. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration . The minimum premium for this endorsement is $350 . This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule . BLANKET WAIVER Person/Organization Job Description All CA Operations SCHEDULE Blanket Waiver -Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium 2935.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . (The Information below is required only when this endorsement is issu ~equent to preparation of the policy.) Eadoraemeot EffeoUve 12/1 /17 PoUo No. CSWC~21 833 ·) Eadoraemeat No. Insured CSG Consultants, Inc. Insurance Company Berkshire Hathaway Homestate Ins Co WC 99 04108 (Ed . 9-14) Premium$ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION-CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedu le below have requested that they receive written notice of cancellation when this policy is cancelled by us . We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you . If possible , such copies of the notice will be mai led at least 30 days , except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation , to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract , permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule . All other terms and conditions of this policy remain unchanged . Endorsement Number: 7 Policy Number: PAAEP0008802 Named Insured : CSG Consultants , Inc . This endorsement is effective on the inception date of this Policy unless otherwise stated herein : Endorsement Effective Date : December 4, 2016 00 ML0087 00 11 10 Page 1 of 1 POLICY NUMBE BKW(18)57695795 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Cupertino, its City Council, officers, officials , employees, agents , servants and volunteers Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you . However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured . B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance : 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1