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18-196 Cotton, Shires and Associates, Inc., Regnart Rd Geotechnical Investigation and topographic Surveying ServicesCITY ·OF II DESIGN PROFES SIONAL SERVICES AGREEMENT (SINGLE) WITH COTTON, SHIRES AND ASSOCIATES, INC. CUPERTINO DEVELOPMENT. 1. PARTIES This Agreement is made and entered into as of September 17 , 2018 -~---~-------------- ("Effective Date"), by and between the City of Cupe1tino , a municipal corporation ("City"), and Cotto n Shires and Associates Inc. ("Consulta nt"), a Corporation for Regnart Road Geote chnica l Investi g ation and Topog raphic Survey in g Service s ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, att ached here and incorporated as Exhibit A , and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly , in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent othe1wise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services, unless othe1wise stated in writing . The Se1vices may be divided into separate sequential tasks , as fu1ther specified in this Agreement, the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its enors and omissions and those of its subconsultants, and must promptly conect them at its sole expense . Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its enors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31 , 2018 unless tenninated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided w ithin the times specified in Exhibit B , Schedule of Performance, attached and incorporated here. 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 , Consultant 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 Exhibit B. City Project Regnart Road Geo technical Investigation and Topographic Surveying Services Design Professio nal Agreemen t (s in gle) /Rev. May. 20 18 Page I of 10 3.3 Time is of the essence for the perf01mance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory perfo1mance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$ 51 ,980.00 ("Contract Price"), as specified 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 Basic Services. City will pay Consultant$ N/ A ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price propo11ionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed$ N/A . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of nmmal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges , employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must desc1ibe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Se1vices and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in w1iting of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all pennitted reimbursable expenses . City Pr oject Regnart Road Geotechnica/ In vestigat ion and Topographic Surveying Services D es ign Professional Agreement (sing le) /Rev. May. 2018 Page 2 of I 0 b . Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set fo1th in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses . 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in perfo1ming the Services. Consultant is not entitled to health benefits , worker 's compensation, retirement , or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perfo1m the Services in a competent and professional manner, as exercised by design professionals perfmming similar services in the San Francisco Bay Area. Services may only be perfo1med by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be perfmmed as specified to City 's reasonable satisfaction. 5.3 Permits and Licenses. Consultant waiTants on behalf of itself and any subConsultants that they are properly licensed, registered , and/or certified to perfo1m the Services, as required by law, and that they have procured a valid City Business License . 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant 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 Consultant. The terms and conditions of this Agreement shall 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 tools, materials and equipment required to perform the Services under this Agreement. 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 will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its e1TOrs 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. Consultant shall hold in confidence all City info1mation and use City Proj ect Regnart Road Geotechnical Inv estigat io n and Topographic Surveying Se rvices D esign Professional Agreement (single) /Rev. May . 20 18 Pa ge 3 o f 10 it only to perfo1m this Agreement. Consultant shall exercise the same standard of care to protect City info1mation 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 in any product, memoranda, study, rep01i, map , plan, drawing, specification, data, record, document, or other infonnation or work, in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive prope1iy of the City and shall not be shown to a third-patty without prior written approval by City 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City prope1ty. If it is detennined under federal law that the Work Product is not "works for hire ", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third paiiy intellectual prope1iy, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use 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 fmmats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF fo1mats. 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 info1mation 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 Consultant will provide City 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 C ity Project Regnart Ro ad Geotechnica/ Inves tigation and Topographic Surveying Services Des ig n Profess io nal Agreement (s in g le) /Rev. lvfay. 20 /8 P age4 o f!O audit of Consultant's records discloses 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. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/te1mination ofthis 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 piior 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 for the project under this Agreement, during the te1m of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupe1tino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper aiticles . No signs may be posted, exhibited or displayed on or about City prope1ty, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold haimless 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 perfo1med in connection with the Agreement, Consultant shall indemnify, defend, and hold haimless 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 prope1ty or other liability of any nature ( collectively, "Liability"), that arise out of, pe1tain 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 prope1ty, infringement or violation of a United States patent right or copyright, trade secret, trademark, or se1vice mark or other proprietary or intellectual prope1ty 1ights , which arises out of, pertains to, or relates to Consultant's City Proj ect Regnart Road Geo techn ical Inv estigation and To p ographic Survey in g S ervices Des ig n Profes sional Agreem ent (s ingle) /Re v. May. 20/8 Page 5 of IO 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 oflitigation. c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c" above, Consultant shall indemnify, defend, and hold haimless the Indemnitees against any and all liability, claims, actions , causes ofaction or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pertaining to, or relating to the perfo1mance of this Agreement by Design Professional, its employees , officers, officials, agents or subconsultants, including liability based on breach of contract , obligations, or wan-anties, 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 1, 2018 , Consultant's duty to pay for any of Indemnitees ' defense related costs will be limited to its propo1iionate share of fault, as determined by final decision by a com1 of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this prnvision related to Consultant's indemnification duties , including reasonable 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 tights, 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 Consultant has submitted and City has reasonably approved receipt of satisfactory ce11ificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may te1minate 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 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 perfonn. Consultant is responsible for verifying the employment auth01ization of employees performing the Services , as required by the Immigration Reform and Control Act, or other federal or state law, mle or regulation . City Project Regnart Road Geotechnical Inves tiga tion and Topographic Survey ing Se rvices Design Professional Agreement (si ng le) /Re v. May. 20 18 Page 6 of I 0 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 pertaining to working days, ove11in1e , 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 Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is stiictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant wan-ants 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 conflict of interest fonn if Consultant makes certain 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. Consultant is familiar with and agrees to abide by the City's mles governing gifts to public officials and employees . 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or tenninating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the 1ight to seek indemnification under Section 11. Consultant agrees to indemnify, defend , and hold City ha1mless 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 Mosely , who shall have the authority to manage this Agreement and oversee the progress and perfonnance of the Services. City in its sole 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's reasonable approval , Consultant's Project Manager for all purposes under this Agreement will be John Wallace -----------------who shall be the single representative for Consultant with the autho1ity to manage compliance with this Agreement and oversee the progress and perfo1mance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders , and the Schedule of Perfmmance, and providing regular updates to the City's Project Manager on the Project status , progress , and any delays. City written approval is required p1ior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. City Project Regn a rt Road Geotechnica l Inv est igation and Topographic Surveying Services Design Projessional Agreement (s in g le) /Rev. ivfay. 20 18 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thuty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services perfo1med through the date of abandonment and will be given reasonable time to assemble the work and close out the Services . No close out work shall 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 thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may te1minate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thi1ty (30) calendar days p1ior to the te1mination date. Consultant will 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. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rnles which may direct the application oflaws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Comt 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 comt against City. The Agreement and obligations of the pa1ties are subject to all valid laws, orders , rnles, and regulations of the auth01ities having jurisdiction over this Agreement ( or the successors of those authorities). 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 supp01ted by law and substantial evidence and include detail ed written findings of law and fact. 18. ATTORNEYFEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing paity will be entitled to reasonable attorney fees and costs . This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party 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. City Project Regnart Road Geotechnical Invest igation and Top ographic Surveying Services Desig n Professional Agreement (single) /Rev. 1\llay. 20 18 Page 8 o f 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Patties, of every kind or nature , and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this 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 infened in this Agreement. Either party may request an amendment to cure any mistaken inse1tion 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. 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 to the persons below in writing to the persons below , and will be considered effective on the date of personal delivery, the delive1y date confomed 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 Cupe1tino 10300 ToITe Ave. Cupettino CA 95014 Attention: Chad Mo sley Email: chadm@cupertino .org To Consultant: Cotton , Shires and Associates, Inc . 390 Village Lane Los Gatos CA 950 30-7218 Attention: John Wallace Email: jwallace@cottonshires.com City Proj ec t Regnar t Road Geotechni c al In vestigatio n and Topographic S ur veying Se rv ices Desig n Prof ess ional Agreement (s in g le) /Rev. lvfay. 20/8 Pa ge 9 of IO 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 fonn by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein , 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. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO By""-7"-+--r-~=-----~ Na Title Di r ector of Public Works Date "42GA/{ ~ Tax 1.D. N o.: ______ _ ATTEST, n / ~ILL ~~.e~t ~ GRACE SCHMIDT / /) . 3 •/J City Clerk City Pro_ject Regnart Raad Ge otechnica f Investigation and Topo graphic Surveying Se n 1ice s Design Prof essional Agreement (s ingle) /Rev . May. 201 8 Page lOoflO r ~COTTON, SHIRES AND ASSOCIATES, INC. ... CONSULTING ENGINEERS AND GEOLOGISTS Mr. Chad Mosley and Roger Lee Department of Public Works CITY OF CUPERTINO 10300 Torre Avenue Cupertino, California SUBJECT: RE: Proposal for Geotechnical Investigation Services Regnart Road Site Specific Investigation Exhibits A & B Task 1 July 23, 2018 G5048 Combined Site #1 and Site #2 (Sta 28+40 to Sta 29+80), Regnart Road Dear Mr. Mosley and Mr. Lee: At your request, Cotton, Shires an d Associates, Inc. (CSA) is pleased to provide you with this proposal for professional services. Based upon our recent discussions with you, we understand that the City of Cupertino Public Works Department is interested in having CSA investigate the geologic/geotechnical conditions of Site #1 and #2, identified during CSA's overall geotechnical evaluation of Regnart R oa d. In addition, we understand that you would like CSA to establish survey stationing along the approximate 1-mile stretch of Regnart Road, and have CSA conduct plan review services of the evenhtal e ngineered mitigation plans for the two sites. These two sites were identified as sites presenting the highest risk to Regnart Road, as summarized in CSA' s Geo technical Reconnaissance Investigation report, dated May 2018. The two sites are being adversely impacted by Regnart Creek, and would be investigated as one site since they are relatively clo se together, extending approximately 150 feet along the roadway from Station 28+40 to Station 29+80 . We are proposing to conduct a geotechnical investigation to document the site surface and subsurface conditions in order to determine the most feasible alternative(s) for mitigating the risk to the roadway. We propose the following scope of work, schedule and fee to perform the combined Geotechnica l Investigation of Site# 1 and Site #2. A. Site #1 and Site #2 Topographic Surveying -We will conduct detailed topographic surveying and profiling of the two sites, including the roadway, creek, creek embankment, roadway cutslope and surrounding areas using our Total-Station Theodolite surveying equipment. B. Roadway Stationing Survey -We will mark roadway stationing along the approximate 1-mile stretch of Regnart Road to help facilitate curb installation. The stationing will be marked every 50 feet along the outboard edge of the roadway with survey nails and colored 'feathers'. The stationing Northern California Office 330 Village Lane Los Gatos, CA 95030-7218 (408) 354-5542 • Fax (408) 354-1852 Central California Office 64 17 Dogtown Road San Andreas, CA 95249 -9640 (209) 736-4252 • Fa x (209) 736-1212 www .cottonshires.com Southern California Office 2804 Camino Dos Rios, Suite 201 Thousand Oaks, CA 91320-1170 (805) 375-10 50 • Fax (805) 375-1059 Mr. Chad Mosley and Roger Lee Page 2 Exhibits A & B Task 1 July 23 , 2018 G5048 will be temporary and will match the stationing established as part of the Geo technical Reconnaissance Investigation report, dated May 2018. C. Engineering Geologic Mapping and Profiling -We will perform geologic mapping for the purpose of generating a detailed engineering geologic map and several cross sections, illustrating the site geology, geomorphology, the creek alignment, creek embankments, roadway, cutslopes, and utilities. D. Subsurface Exploration -We will explore the subsurface conditions in the vicinity of the unstable creek banks by excavating 2 to 3 exploratory boreholes. The boreholes will be logged by our geologists/engineers, and samples will be obtained for laboratory testing . We will subcontract traffic control as part of the exploration costs. E. Laboratory Testing -Selected samples from the subsurface exploration program will be tested for index and strength properties to help formulate geotechnical design recommendations for engineered mitigation. F. Geotechnical Engineering Analysis and Preparation of Conceptual Mitigation Alternatives -We will analyze the surface, subsurface and laboratory data in order to provide geotechnical design criteria for mitigation. Conceptual mitigation alternatives will be generated for the area of concern. G. Meeting -We will meet with you and the design team to provide a summary of our findings and to outline our conceptual mitigation alternatives. H. Reporting -We will generate a geotechnical investigation report with appropriate illustrations that summarizes the surface and subsurface conditions, and provides geotechnical design recommendations for the selected mitigation alternative . I. Geotechnical Plan Review -We will coordinate with the Project Civil Engineer during the design phase of the project, and will review the plans to assure conformance with our geotechnical design recommendations. Products : The products of our geotechnical investigation will be a detailed site-specific engineering geologic map and engineering geologic cross sections, field stationing along Regnart Road, a geotechnical investigation report with geotechnical design criteria for the selected mitigation alternative, and a geotechnical plan review letter. SCHEDULE We are prepared to start within one week of authorization to proceed and anticipate that the geotechnical investigation would take approximately 8 weeks to complete. COTTON, SHIRES AND ASSOCIATES, INC. Mr. Chad Mosley and Roger Lee Page 3 FEE Exhibits A & B Task 1 July 23, 2018 G5048 We propose to invoice you for our services monthly on a time-and-expenses, not-to- exceed basis in accordance with our Master Services Agreement with the City . We estimate that our fees for the Geotechnical Investigation of Site #1 and #2 will be $$29,500. This figure includes all subcontractor costs (i.e., drilling, laboratory testing, and traffic control). The CSA registration number with the State Department of Indush·ial Relations (DIR) is 10000325 71. AGREEMENT If you agree with the Scope of Work, Schedule, and Fee outlined above, as well as the attached Schedule of Charges, Limitations, and Terms, please sign one copy of this confirming agreement and return it to our office. Receipt of the signed confirming agreement will constitute authorization for us to proceed. We look forward to providing you with the professional services discussed above. If you have any questions, or need additional information, please contact us. Very truly yours, COTTON, SHIRES AND ASSOCIATES, INC. ~~ John M. Wallace Principal Engineering Geologist, CEG 1923 Reviewed By: David T. Schrier Principal Geotechnical Engineer, GE 2334 Approved and Authorized By Date COTTON, SHIRES AND ASSOCIATES, INC. r .. COTTON, SHIRES AND ASSOCIATES, INC. ... CONSUL TI NG E NG INEE RS A N D G EOLOGIS TS Mr. Chad Mosley and Roger Lee Department of Public Works CITY OF CUPERTINO 10300 Torre Avenue Cupertino, California SUBJECT: RE : Proposal for Topographic Surveying Combined Site #3 through Site #6, Regnart Road Dear Mr. Mosley and Mr. Lee: Exhibits A & B Task 2 September 10, 2018 G5048B At your request, Cotton, Shires and Associates, Inc. (CSA) is pleased to provide you with this proposal for professional services . Based upon our re cent discussions with you, we understand that the City of Cupertino Public Works Department is interested in having CSA augment the geologic/geotechnical investigation of Site #1 and #2 (see Proposal of July 23 , 2018), with topographic surveying of Sites #3 through #6 along Regnart Ro a d . The t o pographic surveying would be performed for all site s at the same time in an effort to streamline the project timeline and costs, and to prevent subsequent fi e ld work by the City Environmental Consultant who will b e surveying and d e marking the Ordinary High Water line along Regnart Creek. CSA will be performing topographic surveying to provide base maps for eventual site mitigation of slope instability and adver se drainage conditions. These base maps will include the roadway, creek, creek embankment, roadway cutslope, road stationing, curbs, drainage features, a nd surrounding area s . As part of this work, we will be surveying the delineated Ordinary High Water line. W e propose the following scope of work, schedule and fee to p e rform the combined Topographic Surveying of Sites #3 through #6 . A . Site #3 through #6 Topographic Surveying -W e will conduct detailed t o pographic surveying and profiling of these site s, including the Northern California Office 330 Vill age Lan e Los Ga tos, CA 95030-72 18 (408) 354-5542 • Fax (408) 354-1852 Central California Office 6417 Dogtow n Road San Andreas, CA 95249 -9640 (209) 736 -4252 • Fax (209) 736-1 212 www.cottonshi res.com Southern California Office 2804 Ca mino D os Ri os, Su ite 201 Th ou sand Oaks, CA 91320-11 70 (8 05) 375-105 0 • F ax (805) 375-1059 Mr. Chad Mosley and Roger Lee Page2 Exhibits A & B Task 2 September 10, 2018 G5048B roadway, creek, creek embankment, roadway cutslope and surrounding areas using our Total-Station Theodolite surveying e quipment. B. Preparation of Base Maps -We will prepare topographic base maps of each site using the acquired field data, and may augment this with the City Li.DAR data. The maps will depict the roadway stationing, curbs, drop inlets, culverts Regnart Creek, creek embankments, the Ordinary High Water line of Regnart Creek, cutslopes and any culhual features. The base maps will be generated using AutoCAD . SCHEDULE We are prepared to start within one week of authorization to proceed and anticipate that the Topographic Surveying, including the generation of the base maps, would take approximately 3 to 4 weeks to complete . FEE We propose to invoice you for our services monthly on a time-and-expenses, not-to- exceed basis in accordance with our Master Services Agreement with the City. We estimate that our fees for the Topographic Surveying of Sites 3 through 6 will range from $15,700 to $19,500 . The range represents our level of uncertainty with respect to the time it will take to complete the sites. T he CSA registration number with the State Department of Industrial Relations (DIR) is 1000032571. COTTON, SHIRES AND ASSOCIATES, INC. Mr. Chad Mosley and Roger Lee Page 3 AGREEMENT Exhibits A & B Task 2 September 10, 2018 G5048B If you agree with the Scope of Work, Schedule, and Fee outlined above, as well as the attached Schedule of Charges, Limitations, and Terms, please sign one copy of this confirming agreement and return it to our office . Receipt of the signed confirming agreement will constitute authorization for us to proceed. We look forward to providing you with the professional services discussed above. If you have any questions, or need additional information, please contact us. Very truly yours, COTTON, SHIRES AND ASSOCIATES, INC. John M. Wallace Principal Engineering Geologist, CEG 1923 Reviewed By: David T. Schrier Principal Geotechnical Engineer, GE 2334 Approved and Authorized By Date COTTON, SHIRES AND ASSOCIATES, INC. Exhibit C riW . . . r ~ coTTON, SHIRES AND AssocIATEs, INC. m CONS ULTC NG ENG CNE ERS A ND G EOL OG IST S Cotton, Shires and Associates, Inc. FY 2016 -2017 On -Call Geotechnical Consultation Fees For the City of Cupert i no Personnel Charges Principal Geologist/Engineer Supervising Geologist/Engineer Senior Geologist/Engineer Staff Geologist/Engineer Staff Support/Clerical Mileage *Mileage will be adjusted per IRS rate No rthe rn Ca liforn ia Offi ce 330 Village La n e Central C alifornia Office 6417 D ogtown Road $175 .00/hr. $155 .00/hr . $120 .00/hr. $105.00/hr. $65 .00 /hr. $0.54/mi. * Los Gatos, CA 95030-7218 (408) 35-1-5542 • Fax (408) 354-1852 San Andrea s, CA 95249-9640 (209) 736-4252 • Fax (209) 736-12 12 ww w.cotton shires.com So uthe rn C ali fo rnia Office 280 4 Ca m ino Dos Rios, Suite 201 Thousa nd Oaks, CA 91320-]1 70 (805) 375-1050 • Fax (B OS) 375 -1059 I I I l I t I ! i t I EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract , at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED VI . Commercial General Liability (CGL) for bodily injury, property damage , personal injury liability for ti)\\ 'I,,~ premises operations , products and completed operations , contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a ~ f~\~ ~general aggregate limit applies, either the general aggregate limit shall apply separately to· this Project/loca tion (ISO Fonn CG 25 03 or 25 04) or it shall be twice the required occurrence limit. w a . It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b . Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not 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, provided each policy complies with the requirements set forth in this Contract . Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall a lso 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. v 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned ~>\ ~\ autos) with limits no less than $1,000,000 per accident for bodily injury and prope1ty damage. v 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer 's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease . IP\ V\ 0 Not required. Consultant has provided written v erifica tion of no employees . t\ l \ i,,t-\ v4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant 's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a . The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c . If coverage is canceled or non-renewed, and not replaced with another claims-made policy fo1m with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services . OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions : Exh. D-Ins uran ce R equire ments for D es ig n Profes s ionals & Cons ultants Contra c ts F orm Updat ed Feb . 201 8 1 Additional Insured Status The City of Cupertino , its City Council, officers , officials, employees , agents, servants and volunteers \.J{"Additional Insureds ") are to be covered as additional insureds on Consultant's CGL policy . General Liability coverage can be provided in the fonn 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 fonns, if Later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers , officials, employees, or volunteers shall be excess of Consultant 's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire , except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums . Waiver of Subrogation V 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 certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract , including naming the 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 byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances , with not less than ninety (90) days prior written notice. Exh . D-In suran ce R equireme nts fo r Des ign Profess ionals & Con s ultan ts Contra cts Form Upda ted F eb. 2 01 8 2 ~ COTTSHl-01 FRANCISCON I I ACORD" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) I ~ 2/1/2018 I THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN · THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must 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 ri!lhts to the certificate holder in lieu of such endorsement(s). PRODUCER License# OE67768 ~2tlI~cr Nicole Francisco IOA Insurance Services PHONE I FAX 3875 Hogyard Road (AIC, No, ExO : (A/C,Nol :(925) 416-7869 Suite 24 '.i~nA.!~oo . Nicole.Francisco(@.ioausa.com Pleasanton, CA 94588 INSURERIS) AFFORDING COVERAGE NAlC # I 1NsURER A: RLI Insurance Com oanv 13056 INSURED INSURER B: Cotton, Shires and Associates, Inc. INSURER C: 330 VIiiage Lane INSURER D: Los Gatos, CA 95030 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVVITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT \NITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES . LIMITS SHOVVN MAY HAVE BEEN REDUCED BY PAID CLAIMS . 'NW TYPE OF INSURANCE ~~.,0} tl/.~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS ,., , .. A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ vf,000,000 -D CLAIMS-MADE CRJ OCCUR PSB00066 77 / DAMAGE TO RENTED 1,000,000 12/04/2017 12/04/2018 1 ODCMISFS /f:o s - MED EXP IAnv one person) s 10,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ i)-2,000,000 ==j POLICY 0 ~fc°r D LOG PR ODUCTS· COMP/OP AGG $ 2,000,000 ~ OTHER: $ A ~TOMOBILE LIABILITY pg-1~~~~11SINGLE LIMIT $ vi~ooo,ooo X PSA0002275 v 12/04/2017 12104i2015( ,- ANY AUTO BODILY INJURY (Per oerson) $ -O'MIED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY (Per accident) $ ~~-M'soNLY ~Bfo~~Ni~ Ff.OPE8TY,1?AMAGE $ --er accident s -~ A X UMBRELLA LIAB ~ OCCUR ' EACH OCCURRENCE $ ( 2,000\000 -PSE0002888 12/04/2017 12/04/2018 1 I 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ \. ./ A WORKERS COMPENSATION XI ~~~TIITF I I gJH -ANO EMPLOYERS' LIABILITY PSW0003773 ii YIN 01/01/2018 01/01/2019 ; ~-L. EACH ACCIDENT v 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D $ ~FIC ER/M)MBER EXC LUDED > NIA E.L. DISEASE · EA EMPLOYEE ! $ 1,000,000 andatory n NH) m•c~f~ii8~ 'cr~~PERATIONS below E.L DI SEAS E · POLICY LIMIT $ 1,000,000 A Professional Llab RDP0031586 02/01/2018 02/01/2019.. f er Claim V 1,000,000 A Professional Liab RDP0031586 02/01/2018 02/01/2019' Aggregate v 2,ooo,ooo DESCRIPTION OF OPERATIONS I LOCATIONS/ VEH ICLES (ACORD 101, Addltlonal Remark s Schedule, may be attached Ir more 1pace l1 required) All operations of the Named Insured, Including the aforementioned project General Llablllty: Please see Additional Insured endorsement attached; such coverage Is Primary & Non-Contributory with Waiver of Subrogation Included, as required by written contract. Workers' Compensation: Waiver of Subrogation Is In favor of the aforementioned Additional Insured, as required per written contract. Auto Llablllty : Please see Designated Insured endorsement attached with Waiver of Subrogation Included, as required by written contract. ADDITIONAL INSURED AS RESPECTS TO GENERAL LIABILITY & AUTO LIABIL TIY: The City of Cupertino CERTIFICATE HOLDER City of Cupertino Public Works Department 10300 Torre Avenue ,r .. -.+1 .... t"A as::n14 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . I AUTHORIZED REPRESENTATIVE 1 ~~ © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I ----~ ' Policy Number: PSA0002275 Named lnsured€~i,es and Associates , Inc. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair-Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage -Loss Of Use L. Hired Car -Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition -Mental Anguish 0. Airbag Coverage P. Amended Insured Contract Definition -Railroad Easement Q. Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 l I l I I I ·1 l WORKERS COMPENSATION ANO EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC 04 03 06 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule . (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule . The additional premium for this endorsement shall be __ 2% of the California workers' compensation premium otherwise due on such remuneration . Schedule Person or Organization Job Description All persons or organizations that are party to a contract t hat Jobs performed for any person or organization that you requires you to obtain this agreement. provided you executed have agreed with in a written contract to provide this the contract before the loss . agreement 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 t is-endorsern..._~issued subsequent to preparation of the policy.) Endorsement Effective 01-01-18 Policy No. PSW00037 3 Endorsement No . Insured Insurance Company Cotton, Shires and Associates, Inc. RLI Insurance Company Countersigned By ©1998 by the Workers' Compensation Insurance Rating Bureau of California . All rights reserved.