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18-207 Mott MacDonald, Carmen Rd Bridge Feasibility Study
EWT AMENOM ,NT TO GREEMENT 18-207 PETW��E THE CITY OF Ct1PE TINO AND MATT MACDONALD, LLC FOR PROFESSIONAL DE51CN SERVICES FOR THE CARMEN ROAD BRIDGE EEASIBILITY STUDY DEVELOPMENT - This First Amendment to Agreement 18-207 between the City of Cupertino and Mott MacDonald, LLC, for reference dated June 30,2019 , is by and between the CITY OF CUPERTINO, a municipal corporation(hereinafter "City")and Mott MacDonald, LLC, ("Consultant") whose address is 2077 Gateway Place, Suite 550, San Jose, CA, 95110, and is made with reference to the following: RECITALS: A. On 9/20/2018,an agreement was entered into by and between City and Consultant (hereinafter"Agreement") for Consulting, Assessment and Planning Services. The agreement will expire on 6/30/2019. B. The Agreement and the First Amendment are collectively referred to as the "Agreement"unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. TERM Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the September 20,2018 and ends on January 30,2020 unless terminated earlier as provided herein ("Contract Time") 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this modification of Agreement to be executed. CONSUL" CITY OF CUP,.&KTN7 By Byeji Director of Public Works RECOMMENDED F,w R APPROVAL � APPROVED AS TO FORM By Title__ (,v' 4. City Attorney ATTEST: P City Clerk _ EXPENDITURE DISTRIBUTION PO #2019-306 Click here to enter text. Original $100,000.00 Amendment 41: Term only Amendment#2: Total: $100,000 Page 1 of 2 ACC0RL> CERTIFICATE OF LIABILITY INSURANCE DATE M/DD/YYYY) 06/27/2019 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: Willis of New Jersey, Inc. PHONE 1-877-945-7378 FOX 1-888-467-2378 c/o 26 Century Blvd A/C No P.O. Box 305191 E-MAIL DDRESS: certificates@will is.com A Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE NAIC# INSURER A: Fireman's Fund Insurance Company 21873 INSURED INSURERB: Travelers Property Casualty Company of Ame 25674 Mott MacDonald, LLC III Wood Avenue South INSURERC: Lloyd's syndicate 1886 C5136 Iselin, NJ 088304112 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W11817216 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $ 1,000,000 A MED EXP(Any one person) $ 10,000 Y y MZX80997800 06/30/2019 06/30/2020 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY Fx]JJPECT X] LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 Ea accident JX ANY AUTO BODILY INJURY(Per person) $ AOWNED SCHEDULEDMZX80997800 06/30/2019 06/30/2020 BODILY INJURY(Per accident) $ AUTOSONLY AUTOSHqIREDS r�t� qNON-OWNED PROPERTYDAMAGE $ Comp?Col1�LY LX Ai JqQ ONLY Per accident B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE ZUP-15S91842-19-NF 06/30/2019 06/30/2020 AGGREGATE $ 2,000,000 DED I X I RETENTION$ 10,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUE No N/A Y SCW0099151901 06/30/2019 06/30/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 yes,describe under D E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below 1,000,000 C Professional Liability B080120388P19 06/30/2019 06/30/2020 Per Claim $2,000,000 1 Per Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Division#: NCA Re: Carmen Road Bridge Feasibility Study, Mott MacDonald Project No. 401684 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are Additional Insureds as respects to General Liability as per written contract or agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino Attn: Jennifer Chu, PE, Associate Civil Engineer AUTHORIZED REPRESENTATIVE 10300 Torre Avenue Cupertino, CA 95014 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD SR 10: 18179995 13ATCH: 1261700 AGENCY CUSTOMER ID: LOC#: AC401?" ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURED Mott MacDonald, LLC Willis of New Jersey, Inc. 111 Wood Avenue South POLICY NUMBER Iselin, NJ 0813304112 See Page 1 CARRIER NAIC CODE See Page 1 See Page I EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: certificate of Liability Insurance General Liability policy shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insureds agreed to by written contract. Waiver of Subrogation applies in favor of Additional Insureds with respects to Worker's Compensation as agreed to by written contract for all states and as permitted by law. Coverage for Contractual Liability is provided under General Liability policy. ACORD 101 (2008/01) (D 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 18179995 BATCH: 1261700 CERT: W11817216 Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization - CG 20 10 04 13 Policy Ainendment(s) Commercial General Liability Insured: Mott MacDonald Group, Inc. Policy Number: MZX80997800 Producer: Willis of New Jersey, Inc. Effective Date: 06/30/2019 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any owner, lessee or contractor for whom you are performing Locations that are listed in the written operations when you and such owner, lessee or contractor have contracts or agreements stated on the left agreed in writing in a contract or agreement that such owner, side of this SCHEDULE. lessee or contractor should be added as an additional insured on your policy. Infonnation required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to 2. If coverage provided to the additional insured include as an additional insured the person(s) or is required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for bodily injury, property will not be broader than that which you are damage or personal and advertising injury caused, required by the contract or agreement to in whole or in part, by: provide for such additional insured. 1. Your acts or omissions; or B. With respect to the insurance afforded to these additional insureds, the following additional 2. The acts or omissions of those acting on your exclusions apply: behalf; This insurance does not apply to bodily injury or in the performance of your ongoing operations for property damage occurring after: the additional insured(s) at the location(s) designated above. 1. All work, including materials, parts or equipment furnished in connection with such However: work, on the project (other than service, maintenance or repairs) to be performed by 1. The insurance afforded to such additional or on behalf of the additional insured(s) at the insured only applies to the extent permitted location of the covered operations has been by law; and completed; or CG2010 4-13 .I- Insurance Services Office, Inc., 2012 Page I of 2 2. That portion of your work out of which the If coverage provided to the additional insured is injury or damage arises has been put to its required by a contract or agreement, the most we intended use by any person or organization will pay on behalf of the additional insured is the other than another contractor or amount of insurance: subcontractor engaged in performing 1. Required by the contract or agreement; or operations for a principal as a part of the same 2. Available under the applicable Limits of project. Insurance shown in the Declarations; C. With respect to the insurance afforded to these whichever is less. additional insureds, the following is added to This endorsement shall not increase the applicable Section III - Limits Of Insurance: Limits of Insurance shown in the Declarations. CG2010 4-13 � Insurance services Office, Inc., 2012 Page 2 Of 2 Additional Insured - Owners, Lessees or Contractors - Completed Operations - CG 20 37 04 13 Po icy Amendment(s) Commercial General Liability Insured: Mott MacDonald Group, Inc. Policy Number: MZX80997800 Producer: Willis of New Jersey, Inc. Effective Date: 06/30/2019 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Products/Completed Operations Liability Coverage Part Schedule Name Of Additional Insured Person(s) Location And Description Of Or Organization(s) Completed Operations Any owner, lessee or contractor for whom you are performing Locations that are listed in the written operations when you and such owner, lessee or contractor have contracts or agreements stated on the left agreed in writing in a contract or agreement that such owner, side of this SCHEDULE. lessee or contractor should be added as an additional insured on your policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to required by the contract or agreement to include as an additional insured the person(s) or provide for such additional insured. organization(s) shown in the Schedule, but only with respect to liability for bodily injury or B. With respect to the insurance afforded to these property damage caused, in whole or in part, by additional insureds, the following is added to your work at the location designated and described Section III - Limits Of Insurance: in the Schedule of this endorsement performed for If coverage provided to the additional insured is that additional insured and included in the required by a contract or agreement, the most we products-completed operations hazard. will pay on behalf of the additional insured is the However: amount of insurance: 1. The insurance afforded to such additional 1. Required by the contract or agreement; or insured only applies to the extent permitted 2, Available under the applicable Limits of by law; and Insurance shown in the Declarations; 2. If coverage provided to the additional insured whichever is less. is required by a contract or agreement, the insurance afforded to such additional insured This endorsement shall not increase the applicable will not be broader than that which you are Limits of Insurance shown in the Declarations. CG2037 4-13 .1. Insurance Services Office, Inc., 2012 Policy Number: MZX80997800 MulfiCovery - CC 71 58 01 14 Policy Amendment(s) Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is occurred before you acquired or revised as follows: formed the organization; and 1. Broadened Named Insured (3) Coverage B does not apply to per- sonal and advertising injury arising A. SECTION II - WHO IS AN INSURED, out of an offense committed before item 3., is deleted and replaced by the follow- you acquired or formed the organ- ing: izatio n. 3. Any organization that you own at the B. SECTION II -WHO IS AN INSURED, the inception of this policy, or newly acquire last paragraph, is deleted and replaced by the or form during the policy period, and following: over which you maintain during the pol- icy period majority ownership or major- No person or organization is an insured with ity interest, will qualify as a Named respect to the conduct of any current or past Insured if. partnership, joint venture, or limited liability company that is not shown as a Named In- a. There is no other similar insurance cured in the Declarations. I lowever, this does available to that organization; and not apply to a limited liability company that meets all of the conditions in Section II - b. The first Named Insured shown in Who is An Insured, item 3., above. the Declarations has the responsi- bility of placing insurance for that 2. Additional Insured organization; and If an Additional Insured endorsement is attached c. That organization is incorporated or to this policy that specifically names a person or organized under the laws of the organization as an additional insured, then this United States of America. Section 2. Additional Insured does not apply to such person or organization. However: SECTION Il - WHO IS AN INSURED, sub- (1) Coverage under this provision 3 is section 2.e., is added as follows: afforded only until the next occur- ring annual anniversary of the be- e. Any person or organization is included as an ginning of the policy period shown additional insured,but only to the extent such in the Declarations,or the end of the person or organization is legally obligated to policy period, whichever is earlier; pay for bodily injury, property damage or and personal and advertising injury caused by your acts or omissions, With respect to the insur- (2) Coverage A does not apply to bodily ance afforded to such additional insured, all injury or property damage that of the following additional provisions apply: This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies&as named in the policy Secretary V President u CG7159 1-14 Copyright 2013, Fireman's Fund Insurance Company,Novato, CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 7 (1) You have agreed in a written insured political subdivision, and are not in- contract that such person or organization eluded within the products-completed be added as an additional insured under operations hazard; or this policy-, (f) Their liability as a grantor of a Fran- (2) The bodily injury, property damage or chise to you. personal and advertising injury for which said person or organization is legally ob- (6) This insurance does not apply to bodily ligated to pay occurs subsequent to the injury, property damage, personal and execution of such insured contract; advertising injury, occurrence or offense: (3) The most we will pay is the lesser of (a) Which takes place at a particular either the amount of insurance available premises after you cease to be a under the applicable Limits of Insurance tenant of that premises; shown in the Declarations or the limits of insurance required by the insured (b) Which takes place after all work, in- contract; eluding materials, parts or equip- ment furnished in connection with (4) The insurance afforded to such additional such work to be performed by or on insured only applies to the extent per- behalf of the additional insured at mitted by law; the site of the covered operations, has been completed; (5) Such person or organization is an addi- tional insured only with respect to: (c) Which takes place after that portion of your work out of which the injury (a) Their ownership, maintenance, or or damage arises has been put to its use of that part of the premises, or intended use by any other person or land, owned by, rented to, or leased organization other than another to you, except such person or or- contractor or subcontractor engaged ganization is not an insured with re- in performing operations for a prin- spect to structural alterations, new cipal as part of the same project; or construction or demolition oper- ations performed by or on behalf of (d) Which takes place after the expira such person or organization; lion of any equipment lease to which (4)(d) above applies; (b) Your ongoing operations performed for that insured; (7) With respect to architects, engineers or surveyors, coverage does not apply to (c) Their financial control of you, ex- bodily injury, property damage or per- cept such person or organization is sonal and advertising injury arising out not an insured with respect to struc- of the rendering or failure to render any tural alterations, new construction professional services by or for you, in- or demolition operations performed eluding: by or on behalf of such person or organization; (a) The preparing, approving, or failing to prepare or approve, maps, shop (d) The maintenance, operation or use drawings, opinions, reports, surveys, by you of equipment leased to you field orders, change orders, or draw- by such person or organization; ings and specifications; Or 0 (e) Operations performed by you or on (b) Supervisory, inspection, architec- your behalf and for which a state or tural, or engineering services. political subdivision has issued a permit,provided such operations are These exclusions apply even if the claims L4 not performed for such state or against any insured allege negligence or CGIIII 1-14 Copyright 2013,Fireman s Fund Insurance Company,Novato,CA. All rights reserved. Includes copyrighted material of Insurance services Office,Inc.,with its permission. Page 2 of 7 other wrongdoing in the supervision, (e) Any failure to make such in- hiring, employment, training or more- spections, adjustments, tests or ser- toring of others by that insured, if the vicing as the vendor has agreed to occurrence which caused the bodily make or normally undertakes to injury or property damage, or the offense make in the usual course of busi- which caused the personal or advertising ness, in connection with the distrib- injury involved the rendering of or the ution or sale of the products; failure to render any professional services by or for you. (fl Demonstration, installation, servic- ing or repair operations, except such 3. Additional Insured- Vendors operations performed by the vendor in full compliance with the man- If an Additional Insured Vendors endorsement is ufacturer's written instructions at the attached to this policy that specifically names a vendor's premises in connection person or organization as an additional insured, with the sale of the product; then this Section 3. Additional Insured - Vendors does not apply to that person or organization. (g) Products which, after distribution or sale by you, have been labeled or Unless the products-completed operations hazard relabeled or used as a container, part is excluded from this policy, SECTION II -WIIO or ingredient of any other thing or IS AN INSURED, item 21 is added as follows: substance by or for the vendor; or f. Any vendor of yours is included as an addi- (h) Bodily injury or property damage tional insured, but only with respect to bodily arising out of the liability of the injury or property damage caused by your vendor for its own acts or omissions products which are distributed or sold in the or those of its employees or anyone regular course of the vendor's business, sub- else acting on its behalf. ject to the following additional exclusions: (2) This insurance does not apply to any in- (1) The insurance afforded such vendor does sured person or organization from whom not apply to: you have acquired such products or any ingredient, part or container, entering (a) Bodily injury or property damage for into, accompanying or containing such which the vendor is obligated to pay products; damages by reason of the assump- (3) The most we will pay is the lesser of ei- tion of liability in a contract or ther the amount of insurance available agreement. This exclusion does not under the applicable Limits of Insurance apply to liability for damages that shown in the Declarations or the limits the vendor would have in the ab- of insurance required by the contract or sence of the contract or agreement; agreement; and (b) Any express warranty unauthorized (4) The insurance afforded to such vendor by you; only applies to the extent permitted by (c) Any physical or chemical change in law. the product made intentionally by 4. Additional Insured - Limited Primary and Non- the vendor; contributory Provision (d) Repackaging,unless unpacked solely The following is added as a second paragraph to for the purpose of inspection, dem- Section IV Conditions, Condition 4. Other Insur- onstration, testing, or the substi- ance, following paragraph b.(2): tution of parts under instructions from the manufacturer, and then re- However, if you have added any person, organiza- packaged in the original container; tion or vendor of yours as an additional insured to CG7158 1-14 Copyright 2013,Fireman's Fund insurance Company, Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 7 this policy by way of this MultiCoverO endorse- Liberalization ment and have agreed in a written insured contract that this insurance is primary and non-contribu- If we adopt a change in our forms or rules which tory with other insurance available to that addi- would broaden the coverage provided by any form tional insured, this insurance is primary and we that is a part of this policy without an extra will not seek contribution from such additional premium charge, the broader coverage will apply i to this policy. This extension is effective upon the nsured's other insurance, provided that the addl- approval of such broader coverage in your state. tional insured is a Named Insured under such other insurance. 8. Fire, Explosion, Sprinkler Leakage, or Lightning 5 Legal Liability Coverage . Waiver of Subrogation -S, COVERAGE A. SECTION I - COVERAGES, SECTION IV - COMMERCIAL GENERAL A BODILY INJURY AND PROPERTY LIABILITY CONDITIONS, item 8., is deleted DAMAGE LIABILITY, 2. Exclusions, the and replaced by the following: last paragraph, is deleted and replaced by the following: 8. Transfer of Rights of Recovery Against Oth- ers to Us and Blanket Waiver of Subrogation Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, a. If the insured has rights to recover all or or lightning to premises while: part of any payment we have made under 1. Rented to you; this Coverage Part, those rights are transferred to us. The insured must do 2. Temporarily occupied by you with the nothing after the loss to impair those permission of the owner; or rights. At our request, the insured will bring suit or transfer those tights to us 3. Managed by you under a written agree- and help us enforce them. ment with the owner. - b. If required by a written insured contract A separate limit of insurance applies to this executed prior to the occurrence or of- coverage as described in Section III -LIMITS fense, we waive any right of recovery we OF INSURANCE. may have against any person or organ- B. SECTION III - LIMITS OF INSURANCE, ization named in such insured contract, item 6., is deleted and replaced by the follow- because of payments we make for injury ing: or damage arising out of your operations or your work for that person or organ- 6. Subject to 5. above, the Damage to ization. Premises Rented To You Limit shown in the Declarations, for property damage 6. Cancellation- 90 Days to any one premises while rented to you, or in the case of damage by fire, explo- C() Common Policy Conditions endorsement 11,0017, sion, sprinkler leakage, or lightning while A. Cancellation, item 2.b. is deleted and replaced rented to you, temporarily occupied by by the following: you with the permission of the owner, or managed by you under a written b. 90 days before the effective date of canceAa- agreement with the owner, is the greater tion if we cancel for any other reason. of: 0 7. Liberalization a. $1,000,000 Any One Premises; or C) SECTION IV - COMMERCIAL GENERAL b. The Damage To Premises Rented LIABILITY CONDITIONS, the following is ad- To You Limit shown in the Decla- re as an additional Condition: rations. CG 1111 1,14 Copyright 2013,Fireman s Fund insurance Company,Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 7 O C. SECTION IV - COMMERCIAL GEN- a. the actual cash value of the damaged au- ERAL LIABILITY CONDITIONS, 4. tomobile as of the time of the loss; or Other Insurance, b. Excess Insurance, (1)(a), items (i) and (iii), are deleted and replaced by b. the cost of repairing the damaged auto- the following: mobile; or (i) That is Fire, Explosion, Sprinkler Leak- C. the cost of replacing the damaged auto- age, or Lightning insurance for premises mobile with another automobile of like while rented to you, temporarily occu- kind and quality. pied by you with permission of the owner, or managed by you under a writ- Regardless of the number of occurrences, ten agreement with the owner; losses or claims, this coverage is subject to a limit of$25,000 in any one policy period; (iii) That is insurance purchased by you to cover your liability as a tenant for 5. This coverage is not subject to the General property damage to premises rented to Liability General Aggregate Limit; and you, temporarily occupied by you with 6. We will make payments under this coverage the permission of the owner, or managed by you under a written agreement with without regard to fault. the owner; or 10. Non-Owned or Chartered Watercraft D. SECTION V - DEFINITIONS, 9. Insured SECTION I - COVERAGES, COVERAGE A Contract, item a., is deleted and replaced by BODILY INJURY AND PROPERTY DAM- the following: AGE LIABILITY, 2. Exclusions, item g, Aircraft, (a) A contract for a lease of premises. Auto, or Watercraft, item (2), is deleted and re- However, that portion of the contract for placed by the following: a lease of premises that indemnifies any person or organization for damage by (2) A watercraft you do not own that is: fire, explosion, sprinkler leakage, or (a) Less than 51 feet long; and lightning to premises while rented to you, temporarily occupied by you with Per- (b) Not being used for public transportation mission of the owner,or managed by you or as a common carrier; under a written agreement with the owner, is not an insured contract; 11. Chartered Aircraft 9. Damage to Invitees' Automobiles from Failing SECTION I - COVERAGES, COVERAGE A Trees or'Free Limbs- Limited Coverage BODILY INJURY AND PROPERTY DAM- This coverage applies to direct physical damage to AGE LIABILITY, 2. Exclusions, g. Aircraft, automobiles owned by invitees subject to all of the Auto Or Watercraft, item (6), is added as follows: following: (6) An aircraft in which you have no ownership 1. Provided such damage originates from trees interest and that you have chartered with on premises owned,managed,]eased or rented crew. by an insured; 12. Coverage Territory - Broadened 2. Coverage applies only to invitees of an in- SECTION V - DEFINITIONS, item 4.a., is de- sured or an insured's tenant; leted and replaced by the following: 3. Such damage is directly caused by wind-dri- ven falling trees or tree limbs; a. The United States of America (including its territories and possessions), Puerto Rico, 4. The most we will pay for any one loss is the Canada, Bermuda,the Bahamas,The Cayman lowest of: Islands,and the British Virgin Islands; CG7158 1-14 Copyright 2013, Fireman's Fund Insurance Company,Novato, CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 7 13. Personal and Advertising Injury - Contractual However, this provision does not affect our right to collect additional premium or exercise Unless personal and advertising injury is excluded our right of cancellation or non-renewal. from this policy the following applies; SECTION I - COVERAGES, COVERAGE B, 18. Supplementary Payments - Increased Limits 2. I"xclusions, item e., is deleted, SECTION I - COVERAGES, SUPPLI:MEN- 14. Fellow Employee Coverage TARY PAYMENTS - COVERAGES A AND B, items 1,b, and l.d., are deleted and replaced by SECTION 11 - WHO IS AN INSURED, 2.a., the following: item (1) is deleted and replaced by the following: b. The cost of bail bonds required because of (1) Personal and advertising injury: accidents or traffic law violations arising out of the use of any vehicle to which the Bodily However, subsections (a), (b), (c) and (d) of item Injury Liability Coverage applies. We do not (1)remain unchanged, have to furnish these bonds. 15. Bodily Injury Definition - Broadened d. All reasonable expenses incurred by the in- sured at our request to assist us in the inves- SECTION V - DEFINrnONS, 3. Bodily Injury tigation Or defense of the claim or suit, is deleted and replaced by the following: including substantiated loss of earnings up to Bodily injury means bodily injury, sickness or dis- $500 a day because of time off from work. ease sustained by a person including death or 19. Duties in the Event of an Occurrence, Offense, mental anguish resulting from any of these at any Claim or Suit - Amended time. Mental anguish means any type of mental or emotional illness or disease. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 2.a. is deleted 16. Expected or Intended Injury - Amendment to Ex- O elusion and replaced by the following- O (1) You must see to it that we or any licensed SECTION I. Coverage A Bodily Injury and Pro- perty Damage Liability, 2. EXCLUSIONS, a. Ex- agent of ours are notified of a General peeled or Intended Injury, is deleted and replaced liability occurrence or offense which may re- by the following: cult in a claim as soon as practicable after it becomes known to: a. Expected or Intended Injury (a) You, if you are an individual; Bodily injury or property damage expected or (b) Your partner or member, if you are a intended from the standpoint of the insured. partnership or joint venture; This exclusion does not apply to bodily injury or property damage resulting from the use of (c) Your member, if you are a limited fiabil- V) reasonable force to protect personsor prop- ity company; erty. (d) Your executive officer if you are an Or- 17. Unintentional Failure to Disclose Hazards ganization other than a partnership, joint venture or limited liability company; or SECTION IV - COMMERCIAL GENERAL < LIABILITY CONDITIONS,item 6. Representa- (e) Your authorized representative or insur- �2 tions, the following is added: ance manager. 0 d. If you unintentionally fail to disclose any ha- Knowledge of an occurrence or offense by zards existing at the inception date of this persons other than those listed above does not policy, we will not deny coverage under this imply that those listed above also have such !2 Coverage Form because of such failure. knowledge. CG7158 1-14 Copyright 2013,Fireman Fund insurance Company,Novato,CA. All rights reserved. Includes l Incu copyrighted material of Insurance Services office,Inc.,with its permission. co htd l Page 6 of 7 I (2) To the extent possible, notice should include: or prospective sale, rental, lease or sub- lease of any dwelling or permanent lodg- (a) How, when and where the occurrence or ing by or at the direction of any insured; offense took place; S. Discrimination, if insurance thereof is (b) The names and addresses of any injured prohibited by law; or persons and witnesses; and t. Fines, penalties, specific performance, or (c) The nature and location of any injury or injunctions levied or imposed by a gov- damage arising out of the occurrence or ernmental entity, governmental code, offense. law, or statute because of discrimination. 20. Non Employment Discrimination Liability 21. Medical Payments Unless personal and advertising injury is excluded Unless COVERAGE C MEDICAL PAY- from this policy the following applies: MENTS, or the products-completed operations hazard has been excluded from this policy the fol- A. SECTION V - DEFINITIONS, 14. Personal lowing applies: and advertising injury, item h. is added as fol- lows: A. SECTION I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, 2. Exclusions, h. Discrimination. item f., is deleted and replaced by the follow- B. SECTION V - DEFINITIONS, item 23. is ing: added as follows: f. Products-Completed Operations Hazard 23. Discrimination means the unlawful treat- Included within the products-completed ment of a person or class of persons be- operations hazard. However, this exclu- cause of their specific race, color,religion, sion does not apply to expenses for den- gender, age, or national origin in com- tal services. parison to one or more persons who are not members of the specified class. B. Section I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, is amended to in- C. SECTION I - COVERAGES, COVERAGE elude item 3. as follows: B PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions, the 3. Limit of Insurance following are added; The Medical Expense Limit of Insurance q. Discrimination directly or indirectly re- shall be the greater of: lated to the past employment, employ- a. $20,000 Any One Person; or ment or prospective employment of any person or class of persons by any insured; b. The amount shown in the Declara- tions. r. Discrimination directly or indirectly re- lated to the sale, rental, lease or sublease All other terms and conditions of the policy apply. CG7158 1-14 Copyright 2013,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission. Page 7 of 7 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY VVCU00313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver of Subrogation oa required by written contract. This blanket waiver of subrogation does not apply to work with exposure in New Hampshire or New Jersey. � ' This endorsement changes the policy to which it is attached and ia effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/30/2019 Policy No. SCVV0099151901 Endorsement No. Insured Mott Macdonald Group Inc Premium Insurance Company American Automobile Insurance Company Countersigned by mmonoom (su.4-84) 1 of @ 1983wanuna Council on Compensation Insurance. Courtesy Notice of Cancellation for Other Than � Non��������t �� ������^K�00 �� U����~�������� ����,t,�� � ������ �� � � - _� _ -_ Designated_-__ Entities - .~'— . ~ ~ . . " � Policy Amendment Policy Number:MZX8USS780O;GCVVOO99151S0 | Effective Date: 00/30/2018 General Liability; Auto Liability, Workers Compensation � Schedule ' Name and Address ofPoraon(m) orOrganizations Number of Days Notice if other than 1Udays: On File with Corrier, as required by written contract Cancellation Number ofDays Notice-GO When we don't Renew(Non-Ranawa|)-30 Information required to complete this Schedule, U not shown abova, will be shown in the Declarations. This policy is amended as follows: � A. |fVVecancel this policy prior to expiration for any reason other than non payment of premium or ed Your request, and we have been notified that You are required under u current contractual obligation to notify a certificate of insurance holder or holders when this policy is canceled, then We will endeavor tumail or deliver a copy ofsuch written notice of cancellation to the certificate holder(s) shown in the Schedule above, as follows: 1. To the name and address corresponding to each certificate of insurance holder indicated in the Schedule above; and 2. At least 10doyo prior to the effective date of the uanue||ation, as shown in our notice to the first Named |noured, or, if indicated, the longer number of days notice shown in the Schedule above. B. Notwithstanding the foregoing, such notice of cancellation is provided on an informational basis and solely to assist You in informing the certificate of insurance holder(s) in advance of pending cancellation in coverage to assist you in meeting Your contractual notice requirements to such parties. Our failure to provide such advance notification to the certificate of insurance holder(s) shown in the Schedule ofthis endorsement will not extend any policy cancellation date, negate any cancellation of the po|iny, or grant, alter or extend any rights or obligations under this policy and we shall have no liability for any failure to provide the notice(s) as provided herein. All other terms and conditions of this policy remain unchanged. 1 459771-11 POLICY NUMBER:ZUP-15S91842-19-NF ISSUE DATE: 6/30/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY U This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 PERSON OR ORGANIZATION: As required by written conrtract or agreement ADDRESS: PROVISIONS: If we cancel this policy for any statutorily permitted above. We will mail such notice to the address shown reason other than nonpayment of premium, and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or organization shown in the schedule IL T4 05 03 11 ©2011 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 INSURER CANCELLATION TERMSMott MacDonald Group, Inc. B080120388P19 | NAMEDINSURED POLICY NO. � 111 Wood Avenue South Iselin, NJ 08830-4112 EFFECTIVE DATE 0613012019 SEE PAGE 1 | � � � � � Holder Name: . � Project: � Cancellation Terms: Should any of the above described policies be cancelled before the expiration date thereof, the insurer will send 3Odays � notice of cancellation to the Certificate Holder, but failure to do so shall impose no obligation or liability of any kind upon � the insurer, its agents orrepresentatives. Cancellation Terms Apply to the Following Coverages: Professional Liability ^ - Willis 101 � ci CITY OF isDESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH MOTT HACDONALD, LLC FOR PROFESSIONAL DESIGN CUPERTINO SERVICES FOR THE CARMEN ROAD BRIDGE FEASIBILITY STUDY DEVELOPMENT. 1. PARTIES, This Agreement is made and entered into as of /T 17,Z), ("Effective Date"),by and between the City of Cupertino, a municipal corporation ("City"), and Mott MacDonald, LLC ("Consultant"), a Limited Liability Compai for professional design services for the Carmen Road Bridge Feasibility Study ("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, attached 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 otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement,the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay,liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2019 unless terminated earlier as provided herein("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within 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 Design Professional Agreement(single)lRev.lAtIv. 2018 Page 1 of 10 3.3 Time is of the essence for the performance of all the Set-vices. 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 performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $ 100,000.00 _("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 100,000.00 _("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 proportionate 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 $ 0.00 1 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump surn 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 normal 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 describe 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 iternize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing 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 permitted reimbursable expenses. Ci(y Project Design Professional Agreement(single)lRev.Itay. 2018 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire 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 frill control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing 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 perforin the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed 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 performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses.Consultant warrants on behalf of itself and any subConsultants that they are properly licensed, registered, and/or certified to perform 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 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. Consultant shall hold in confidence all City information and use CitY Project Dcwi,qn Prof essional Agreement(Yingle)lRev, Hqy. 2018 Page 3 of 10 it only to perform this Agreement. Consultant shall 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 in any product, memoranda, study, report, map,plan, drawing, specification, data,record, document, or other information or work, in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted 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 property. If it is deterinined 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 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. 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 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 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 Ciry Project Design Professional Alai-eetnew(single)lRev.A/ht.v. 2018 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a Edikire to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lurnp 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/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 for the project under this Agreement, during the term of this Agreement and for one year thereafter,will reference the City's contributions in making the project possible. The words "City of.'Cupei-tino" will be displayed in all pieces of publicity, including flyers, press releases,posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION I1.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willftil misconduct of City personnel,Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and con-u-nissions, officers, officials, employees, agents, 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 Inden-mitee, including any injury to or death of any person or damage to property or other liability of any nature(collectively, "Liability"), that arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of 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 property rights,which arises out of, pertains to, or relates to Consultant's City Proiect Design Professional Agreement(single)lRev. Alfqv. 2018 Page 5 of 10 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 property, 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 Iiidemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indennitees' defense related costs will be limited to its proportionate 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. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision 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 rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or tenmination of this Agreement. 12. INSURANCE On or before the Contract Time cornmences, Consultant shall fitmish 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 certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may tenninate 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 perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Imrmigration Reform and Control Act, or other federal or state law,rule or regulation. City Project Design Professional Agreement(single)/Rev.May. 2018 Page 6 of 10 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 Linder 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, 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-Irm-nune 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 strictly 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 warrants that no public official, employee, or member of a City board or cornmission 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 form 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 rules 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 teri-ninating 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 Jennifer Chu , who shall have the authority to manage this Agreement and oversee the progress and performance 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 Shruti Malik 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 regular 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. City Pa�ject Design Professional Agreeinent(single)J?ev.May. 2018 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty(30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services perfonned through the date of abandom-nent 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 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 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 rules which may direct the application of taws 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 court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules,and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). 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 initiates legal action, files a complaint or crass-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 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 Design Pro4?ssioiial Agreement(single)lRev.May.2018 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, 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 Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between 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 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 C' 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 delivery date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Consultant: Mott MacDonald,LLC 10300 Torre Ave. 2077 Gateway Place, Suite 550 Cupertino CA 95014 San Jose,CA 95110 Attention: Jennifer Chu Attention: Shruti Malik Email: jenniferc@cupertino.org Email: stit-Liti.malik(��'tnottmac.com City Projecl Design Professional Agreement(single)lRev.MaY. 2018 Page 9 of 10 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 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. CONSULTANT CITY OF CUPERTINO Mott MacDonald, LLC A Municipal Corporation By B Name Chris Metzger Name ly Title Senior Vice President Title (c, Date September 20, 2018 Date if Tax I.D. No.: 16-1006700 A-PPRO)VED AS-TO FORM: Q J0 R(bcib-,V.FIERRO Cupertino Acting City Attorney ATTEST: 17) X GRACE SCHMI?� City Clerk City Project Design Professional Agreement(single)lRev.May.2018 Page 10 of 10 | �yA|��|T4 - ���O�� {7� ���V|���� ! 0��| �~^ ^--' ' ' ` SCOPE ~^~ ^ ^ '~^-~~ � ��y� ���� ��TT MACDON&LD � Scope ofWork � The feasibility study for the Carmen Road Pedestrian and Bicycle Bridge will include the following components: 1. Project Purpose and Need I. Review of Available Data and New Data Collection as needed 3. Community engagement and stakeholder OUtn28Ch 4. Feasibility-Level Development of Bridge Crossing | 8. Identification of potentially suitable Bridge Structure Types b. Bridge Foundation—desktop revievv of existing gent2chnico| infO[D18tiOn to highlight potential risks and issues � tobe considered in the development of potential foundation options for the structure 5. Planning-level cost estimates 6. Assessment of potential traffic impacts during construction Team Organization The Mott MacDonald Team will be led byShruti Malik,cTE PMP, ENV SPas the Project Manager. Shruti has over 17 years of program/project management experience working on transportation engineering projects. Farhad Nmurbalksh, PE, PhD has over 2gyears of experience as a structural engineer and Teferi Abene, PE, QSD/QSP has over 20 years of experience in planning, design, construction, and project management. The yMottK4acDono|d Team will be assisted by Circ|ePnintosthe community outreach subconsu|tont. Ivy Morrison has over 16 years of experience conducting stakeholder and public engagement for major Bay Area infrastructure projects, vvithanennphasisontransportationand land use. A. Scope ofWork Task 1— Project PNanogennentand[oordimation Shruti Malik, TE, PK8P, ENV SPwill be the Project Manager for this project and the primary point of contact for this project and will be responsible for the successful outcome of this study. Shruti will ensure that an approved Project Management Plan /PMP\ is in place prior to any work being Ms.Jennifer Chu, PE I August 29'2O18 2 �� ���� N��� m��T K84CDONALD undertaken and will ensure that the necessary and appropriate resources are in place to support the project to meet the objectives and requirements mfthe City of Cupertino. The Mott K400Dono|d Team will hold up to three progress meetings(either conference calls or in person meetings dependent upon schedule and availability) with the City of Cupertino staff to ensure coordination within the team and task leaders on upcoming milestones as well as to seek the collaboration and input from City of Cupertino staff where required.The Mott MacDonald project manager and key staff will attend up to one Bicycle Pedestrian Commission meeting and up to one meeting with the City Council to address any technical questions that come updurin0Lhe project presentation. |tisundersioodthatthe[ityvvi|| take the lead on presenting at both these meetings. Task 1De0vemo6les/ • Project Plan of Work including a finalized scope, and baseline schedule/budget, including confirmation nf study area and constraints as well as key deliverables. • Summary ofregular progress meetings and conference calls, key direction received from City staff, and any identified action items Task 2— Data Collection and Analysis This task will involve collecting and reviewing existing available data, performing site reviews and coordinating with utility owners, Data Collection We will assemble and review existing plans/policies/reports, studies, maps, as-built plans, existing roadway plans, right-of-way maps and other available information from the City and other available sources. Field Review Our team will conduct an initial site visit to identify the unique features to inventory the existing conditions and to identify constraints and opportunities which could potentially affect design and construction. Field review information on existing above-ground significant features will be included, such as trees, poles, manholes along the proposed alignment. Photographs of key features will be taken during each visit for future reference. The N1M Team would welcome the participation of the City of Cupertino staff during the field review. Utility Research and Coordination Ourteam will conduct an Underground Service Alert(USA) inquiry to identify the utility companies with facilities within the Project area.\Ne will then contact utility owners to obtain the most recent as-built information. Using the existing as-built information for the area, n utility map and matrix will be developed to identify existing utilities within the study area. This initial utility information will become the basis for tracking and coordinating with utilities throughout Project development. The goal of this Ms.Jennifer Chu, PEI August Z9, Z018 3 � / / � 0�� � ���� �� 08OTT ���� � K0ACD8NALD � task isto establish which utilities can be protected-in-place and which ones may need to be relocated � � for each of the alternatives. Geotechnica| Desktop Review The 8eotechnica| desktop review will focus on the developing and understanding of the existing ground conditions and potential risks that will influence the choice of bridge structure and potential foundation so|ution(s). In developing potential bridge structure and foundation solutions,wewill give due consideration to both constructabi|ity, capital construction costs and ongoing maintenance requirements. Our desktop review will utilize available,existing geotechnical data including geotechnical borings from previous studies and nearby projects.The evaluation will develop conclusions and preliminary recommendations related to the following: * Foundation alternatives and types ° Groundwater levels ° Liquefaction ° Seismicity and seismic hazards ° Settlement • Excavation and backUU requirements • Initial assessment of key geotechnical risks that may have to addressed in future design stages The results of our review will be summarized in the feasibility report(see Task 7). Task De/verobles: ° Summary of data collection effort for the project site including field review, review available data utility research and coordination Summary of the key geotechnical risks in the study area; and m Preliminary geotechnica| recommendations for structural design Task 3—Stakeholder Visioning As part of previous studies conducted in the area, the City has determined that a new pedestrian/bicycle bridge is the most appropriate solution for crossing this road. However, we understand that no recent community engagement has been undertaken to confirm this option. Therefore, our team recommends that an online survey be hosted on the City's website to solicit input regarding the proposed pedestrian/bicycle bridge. The survey will be promoted by the City tothe Surrounding neighborhood to give the project team a sense of neighborhood's support or lack thereof for the project. Task 3Qc0verobles: w One online survey(Survey Monkey) ° Survey summary (Survey Monkey) Key Assumptions: Ms.Jennifer Chu, PEI August 29, 2O18 4 �� ���� ���� K0{�TT K8ACDONALD • The online survey will be no more than five questions p The City will post the online survey to the vvebsite and close the survey when the comment period has ended ~ The City will use existing conmmunication channels to promote the survey • The survey will beconducted using Survey Monkey,ora similar platform that provides an automated, simple survey of results Task 4— Preliminary Engineering and Alternative Analysis Once the existing information is collected and key issues have been identified, the Mott MacDonald Team will work with the City of Cupertino staff to identify feasible alternative bridge alignments and bridge types in the vicinity of Carmen Road. It is assumed that this will likely require one round of review during the development process based on input from the stakeholders and community. The alternatives selected will then undergo thorough screening process as described in Task S.S below. Task 4.1—Development of Conceptual Designs The Mott Macdonald Team will develop a site plan, prof ile/elevation and typical section drawings for up to three (3) bridge structure alternatives.The drawings will provide enough detail to allow for the discussion of the pros and cons and the evaluation of each alternative.The development of the alternatives will be based on the data gathered in Task 3 taking into account potential right-of-way impacts, compliance with Americans with Disabilities Act(ADA) as well as visual impacts.The drawings will also allow for the development of a planning- level cost estimate. Task 4.J—Development of Evaluation Criteria Each alternative alignment and bridge type is expected to have its share of advantages and disadvantages. Mott Macdonald will develop each alternative, receive input from the stakeholders, refine each alternative, summarize the costs ofeach alternative, and list the pros and cons of each alternative in a clear and concise format to better enable the City to make a decision on a preferred alternative. The following analyses and investigations will help the project team determine the pros and cons ofeach alternative. Task 4.3—Ranking ofAlternatives As part of the evaluation of the potential options, we will summarize all the elements including but not limited to overall cost, benefits, safety, property impacts, construcLab\lity, right-of-way, operations,traffic circulation , access, future improvements in a straightforward and easy-to-understand matrix format. Based on this evaluation together with feedback from the City and all the stakeholders, our team will rank the alternatives based on the most beneficial features and, at the same time,the fewest risks for achieving a successful project that will allow the City to advance to the next phase. Task 4De0vero6&s/ • Conceptual Plans • Planning-level cost estimates • Constraints matrix ^ Utility conflict matrix Ms.Jennifer Chu, PE I August 29, 2018 5 �� ���� ���� K4QTT KnACD()NALD w Option Evaluation Matrix Task 5— Community Outreach and Engagement We will support the City in taking the short|isted concepts to stakeholders and the public through two community meetings. While engagement activities will be client-led, the Mott MacDonald Team will create materials and content to facilitate this stage of engagement, including: ^ Information on project background, purpose and need, stakeholder engagement, and timelines • Meaningful,legible cross sections and elevations ofshort|istedoptions ~ Information on the framework and process to arrive eta set ofshort|istedoptions w Content for the [ity's social media, vvebsite platforms and for placement in community / school newsletters The purpose of this phase of engagement is to demonstrate how feedback collected earlier has informed the shortlisting of options, and to solicit feedback from a variety of users on the options.This feedback will be used in the subsequent phase ofevaluation. For the meetings, we assume the City will secure venues, lead facilitation, and will handle costs for mailing meeting notification.It is understood that the City will take the lead in the outreach meetings and the MM Team will bein attendance to provide assistance. Task 5De0vero6les: • Engagement materials, including sign in sheets, comment cards, and agendas • Mailed and social media notifications for meetings ~ One-page engagement summary of key issues for each meeting Key Assumptions: • The City will absorb all print, production and postage costs for public notification and meeting materials • The City will coordinate with local schools for placement of project information, as described above, in school newsletters • All materials are subject toa maximum of two revision cycles;the City will provide consolidated edits to [irdepoint TaskG— LandsmapeArchitectura| Sarv\ces an6Visua|izadons/0enderimgs Mott MacDonald's team of landscape architects recognize there is a significant value for the community to invest in infrastructure that functions at a high level and enhances safety for the most vulnerable population of the community. These contribute to public buy-in and the ultimate success of a project. Located within the residential neighborhood of the City of Cupertino, the proposed pedestrian/bicycle bridge aims at providing a safe means of access across Stevens Creek Boulevard. The treatment uf this project with the neighborhood on eithersideof Carmen Road is a critical element inthestudy/clesignofthe projectand how itis perceived bythe Ms.Jennifer Chu, PE I August 29'2OI8 6 M MOTT " " MACDONALD community. As part of this study, our landscape architects will evaluate the existing conditions along Carmen Road to enhance pedestrian access. Materials including pavements, vertical treatments, fencing, railings, site lighting, etc.will be proposed that complement the existing character of the neighborhood and contribute to an overall cohesive design. The use of graphic representations (two-dimensional and three-dimensional renderings) are effective tools for depicting the visual impacts of a proposed project as well as clearly showing the community what is being proposed in their "backyard". Mott MacDonald's landscape architects will utilize three-dimensional modeling/rendering software for preparing photomontages/still renderings of the proposed pedestrian/bike bridge and associated improvements as part of this study. These graphics will depict the proposed improvements from the vantage point of the neighborhood on both sides of the bridge as well as a view from Stevens Creek Boulevard. These still renderings will be presented over existing photographs of the site. Task 6 Deliverables: • Two-Dimensional and Three-Dimensional renderings over existing photographs depicting proposed improvements as described in the task and a summary of proposed landscape architecture improvements at the bridge location. Task 7— Feasibility Study Report A Feasibility Study Report will be prepared, including the conceptual design plans, which will encompass all the aforementioned elements, with a focus on providing the necessary information to prepare a complete funding package. We will submit a Draft Feasibility Report, receive and review stakeholder comments, address the stakeholders' comments, and then finalize the report. Conceptual design plans will be developed in a well-organized fashion and to a level of detail that will identify key issues and ultimately allow the City to make a smooth transition into final design. The conceptual plan set will include the following drawings: • Title sheet • Typical cross sections • Roadway plan and profile • Structural general plan/geometry • Foundation type • Right-of-way • Construction staging and traffic maintenance • Utility clearances • Aesthetics • Cost Task 7 Deliverables: • Draft and Final Feasibility Report with a conceptual plan set Ms.Jennifer Chu,PE I August 29,2018 7 �� ���� ���� ���T K0ACDONALD General Assumptions Detailed assumptions are presented in the text of this document. The following summarizes some of the key assumptions made in developing an estimate of labor hours and schedule: p The City of Cupertino will furnish any documents or information, if available, that may be required for the feasibility study of the project. * City of Cupertino to provide City's standard CAD border drawing to use for the project w Scope of services does not include drainage analysis and storm drain system relocations. ° Scope of services does not include any design work inside private properties. • Scope of services does not include tree removals,utility relocations, utility agreement notices to owners and potholing. w Scope does not include right nf way engineering. * Geotechnico| data review will consist of a desktop review of available,existing Qeotechnica| studies in the project vicinity. ° Environmental study is not included in the scope nfservices. * Topographic mapping,aerial images and right-of-way maps will be provided by the City of Cupertino. • Number of revisions/amount of time we expect to take them to review each iteration B. Not Included Not included in the above scope of work are additional analyses beyond what are specifically outlined above. Any work in addition to that described under the Scope of Services above will be considered extra. Receipt of written authorization will be required prior to performing any additional work. Optional Task: The Mott MacDonald Team understands that a Safe Route to School (SR2S) is a priority for the community.This feasibility study is focused on the bridge structure that would be linking the neighborhoods on the south side of Stevens Creek Boulevard with the Stevens Creek Elementary School on the north side of Stevens Creek. Once the feasibility study is completed,the Mott MacDonald Team could offer assistance to the City of Cupertino in developing wayfindin8, signing, striping, and other circulation elements for pedestrians and bicyclists to access the elementary school safely from the bridge.This task is currently considered as an optional task and isn't included in theocope/fee outlined in this proposal. It could be undertaken at a later date, depending on the project needs. C. Budget Thenot'to'exceedfeeforthisstudyis $1OO,OODforaprcjectdurationofsixnoonths. Ourteamisavai|ab|eand ready to begin work on this project upon authorization. A detailed fee estimate showing the breakdown of the individual costs associated with each Task is attached for your review (Attachment A). 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INSURANCE POLICIES AND MINIMUMS REQUIRE D 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for 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 general aggregate limit applies, either the general aggregate limit shall apply separately to this V�JA, project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage 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 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. 21 Automobile Liability: ISO CA 00 01 covering any auto(including owned, hired, and non-owned autos)with limits no less than $1,000,000 per accident for bodily injury and property damage. /3. Workers'Compensation: As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. L7 Not required. Consultant has provided written verification of no employees. V' 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5)years after completion of the Set-vices. 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 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-Insurance Requirenientsfor Design Professionals &Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status �,/'The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (Il/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. 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*lnsurers Insurers must be licensed to do business in California with an A.M.Best Rating of A-VII, orbetter. 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 by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirement s/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-Insurance Requirements for Design Professionals&Consultants Contracts Forin Updated Feb. 2018 2 _ Page 1 of 2 -'a"�`"R'" CERTIFICATE OF LIABILITY INSURANCE °08/23/2018' 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: Willis of New Jersey, Inc. PHONE FAX c/o 26 Century Blvd o Ex 1-877-945-7378 A/c No: 1-888-467-2376 E-MAIL certificates@willis.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE _ NAIC# INSURER A: Fireman's Fund Insurance Company 21873 INSURED INSURERS: Travelers Property Casualty Company of Ame 25674 Mott MacDonald, LLC 111 Wood Avenue South INSURERC: American Automobile Insurance Company 21849 Iselin, NJ 08830-4112 INSURER D: Lloyd's B7874 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:W7248973 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSD SUER POLICY NUMBER MM/DD/YYYY CY EFF MM EXP LTR /DDLICY/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ V' 2,000,000 DAMAGE TO_._...-_...............NTE - CLAIMS-MADE X OCCUR PREMISES(Ea occur RENTED— ) $ 1,000,000 A MED EX P(Any one person) $ 10,000 Y Y MZX80988373 V' 06/30/2018 06/30/201c'PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ V 2,000,000 POLICY 17X JE� [X] LOC PRODUCTS-COMP/OP AGG $ _ 2,000,000 OTHER: 1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ^000,000 Ea accident _ X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED MZX80988373 06/30/2018 06/30/20196"BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ t:i�4102,0 EXCESS LIAB F71CLAIMS-MADE ZUP-15S91842-18-NF" 06/30/2018 06/30/2019"'AGGREGATE $ DED I X I RETENTION$10,000 $ WORKERS COMPENSATION X PER OTH- ""•-"" AND EMPLOYERS'LIABILITY STATUTE ER _ C ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N ✓ E.L.EACH ACCIDENT $ yi,000,000 OFFICER/MEMBEREXCLUDED7 No N/A y SCW0029061801 06/30/2018 06/30/2019 (Mandatory In NH) E.L.DISEASE_-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liability B080120388P18 V 06/30/2018 06/30/2019 'er Claim $2,000,000b°' r El I Per Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Division#: NCA Re: Carmen Road Bridge Feasibility Study, Mott MacDonald Project No. 401684 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are Additional Insureds as respects to General Liability as per written contract or agreement._ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino Attn: Jennifer Chu, PE, Associate Civil Engineer AUTHORIZED REPRESENTATIVE 10300 Torre Avenue Cupertino, CA 95014 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 16649442 BATCH: 839514 AGENCY CUSTOMER ID: LOC A16.C"R"� ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMEDINSURED Mott MacDonald, LLC Willis of New Jersey, Inc. 111 Wood Avenue South POLICY NUMBER Iselin, NJ 08830-4112 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 i EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: certificate of Liability Insurance General Liability policy shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insureds agreed to by written contract. Waiver of Subrogation applies in favor of Additional Insureds with respects to Worker's Compensation as agreed to by written contract for all states and as permitted by law. Coverage for Contractual Liability is provided under General Liability policy. ACORD 101 (2008/01) 02008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 16649442 BATCH: 839514 CERT: W7248973 Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization - CG 20 10 04 13 Policy Amendment(s) Commercial General Liability M Insured:nsured: Mott MacDonald Group, Inc. Policy Numb MZX80988373 (F, Producer: Willis of New Jersey, Inc. Effective Date: 0 3C12-0 18 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any owner, lessee or contractor for whom you are performing Locations that are listed in the written operations when you and such owner, lessee or contractor have contracts or agreements stated on the left agreed in writing in a contract or agreement that such owner, side of this SCHEDULE. lessee or contractor should be added as an additional insured on your policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 - Who Is An Insured is amended to 2. If coverage provided to the additional insured include as an additional insured the person(s) or is required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for bodily injury, property will not be broader than that which you are damage or personal and advertising injury caused, required by the contract or agreement to in whole or in part, by: provide for such additional insured. 1. Your acts or omissions; or B. With respect to the insurance afforded to these additional insureds, the following additional 2. The acts or omissions of those acting on your exclusions apply: behalf-, This insurance does not apply to bodily injury or in the performance of your ongoing operations for property damage occurring after: the additional insured(s) at the location(s) designated above. 1. All work, including materials, parts or equipment furnished in connection with such However: work, on the project (other than service, maintenance or repairs) to be performed by 1. The insurance afforded to such additional or on behalf of the additional insured(s) at the insured only applies to the extent permitted location of the covered operations has been by law; and completed; or This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy Secretary President CG2010 4-13 + Insurance Services office, Inc., 2012 Page I of 2 2. That portion of your work out of which the If coverage provided to the additional insured is injury or damage arises has been put to its required by a contract or agreement, the most we intended use by any person or organization will pay on behalf of the additional insured is the other than another contractor or amount of insurance: subcontractor engaged in performing 1. Required by the contract or agreement; or operations for a principal as a part of the same 2. Available Linder the applicable Limits of project. Insurance shown in the Declarations; C. With respect to the insurance afforded to these whichever is less. additional insureds, the following is added to This endorsement shall not increase the applicable Section III - Limits Of Insurance: Limits of Insurance shown in the Declarations. CG2010 4-13 +� Insurance Services Of Ine., 2012 Page 2 of 2 Additional Insured - Owners, Lessees or Contractors - Completed Operations - CG 20 37 04 13 Policy Amendment(s) Commercial General Liability Insured: Mott MacDonald Group, Inc. Policy Numb -: MZX80988878) Producer: Willis of New Jersey, Inc. Effective Date:'—U6T3"0ffd1 8 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Products/Completed Operations Liability Coverage Part Schedule Name Of Additional Insured Person(s) Location And Description Of Or Organization(s) Completed Operations Any owner, lessee or contractor for whom you are performing Locations that are listed in the written operations when you and such owner, lessee or contractor have contracts or agreements stated on the left agreed in writing in a contract or agreement that such owner, side of this SCHEDULE. lessee or contractor should be added as an additional insured on your policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 - Who Is An Insured is amended to required by the contract or agreement to include as an additional insured the person(s) or provide for such additional insured. organization(s) shown in the Schedule, but only with respect to liability for bodily injury or B. With respect to the insurance afforded to these property damage caused, in whole or in part, by additional insureds, the following is added to your work at the location designated and described Section III - Limits Of Insurance: in the Schedule of this endorsement performed for If coverage provided to the additional insured is that additional insured and included in the required by a contract or agreement, the most we products-completed operations hazard. will pay on behalf of the additional insured is the However: amount of insurance: 1. The insurance afforded to such additional 1. Required by the contract or agreement; or insured only applies to the extent permitted 2. Available under the applicable Limits of by law; and Insurance shown in the Declarations; 2. If coverage provided to the additional insured whichever is less. is required by a contract or agreement, the insurance afforded to such additional insured This endorsement shall not increase the applicable will not be broader than that which you are Limits of Insurance shown in the Declarations. This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy Secretary president CG2037 4-13 + Insurance Services Office, Inc,, 2012 Policy Number: MZX80988373 MultiCovers - CC 71 58 01 14 Policy Amendment(s) Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is occurred before you acquired or revised as follows: formed the organization; and 1. Broadened Named Insured (3) Coverage B does not apply to per- sonal and advertising injury arising A. SECTION 11 - WHO IS AN INSURED, out of an offense committed before item 3., is deleted and replaced by the follow- you acquired or formed the organ- ing: izatio n. 3. Any organization that you own at the B. SECTION 11 - WHO IS AN INSURED, the inception of this policy, or newly acquire last paragraph, is deleted and replaced by the or form during the policy period, and following: over which you maintain during the pol- icy period majority ownership or major- No person or organization is an insured with ity interest, will qualify as a Named respect to the conduct of any current or past Insured if: partnership, joint venture, or limited liability company that is not shown as a Named In- a. There is no other similar insurance sured in the Declarations. Ilowever,this does available to that organization; and not apply to a limited liability company that meets all of the conditions in Section II - b. The first Named Insured shown in Who Is An Insured, item 3., above. the Declarations has the responsi- bility of placing insurance for that 2. Additional Insured organization; and If an Additional Insured endorsement is attached c. That organization is incorporated or to this policy that specifically names a person or organized under the laws of the organization as an additional insured, then this United States of America. Section 2. Additional Insured does not apply to such person or organization. However: SECTION II - WHO IS AN INSURED, sub- Coverage under this provision 3 is section 2.e., is added as follows: afforded only until the next occur- ring annual anniversary of the be- e. Any person or organization is included as an ginning of the policy period shown additional insured, but only to the extent such in the Declarations. or the end of the person or organization is legally obligated to policy period, whichever is earlier; pay for bodily injury, property damage or and personal and advertising injury caused by your acts or omissions. With respect to the insur- (2) Coverage A does not apply to bodily ance afforded to such additional insured, all injury or property damage that of the following additional provisions apply: This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies)as named in the policy Secretary V President Y CG7158 1-14 Copyright 2013, Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission. Page I of 7 (1) You have agreed in a written insured political subdivision, and are not in- contract that such person or organization eluded within the products-completed be added as an additional insured under operations hazard; or this policy; (f) Their liability as a grantor of a fran- (2) The bodily injury, property damage or chise to you. personal and advertising injury for which said person or organization is legally ob- (6) This insurance does not apply to bodily ligated to pay occurs subsequent to the injury, property damage, personal and execution of such insured contract; advertising injury, occurrence or offense: (3) The most we will pay is the lesser of (a) Which takes place at a particular either the amount of insurance available premises after you cease to be a under the applicable Limits of Insurance tenant of that premises; shown in the Declarations or the limits of insurance required by the insured (b) Which takes place after all work, in- contract; eluding materials, pasts or equip- ment famished in connection with (4) The insurance afforded to such additional such work to be performed by or on insured only applies to the extent per- behalf of the additional insured at miffed by law; the site of the covered operations, has been completed; (5) Such person or organization is an addi- tional insured only with respect to: (c) Which takes place after that portion of vour work out of which the injury (a) "Their ownership, maintenance, or or damage arises has been put to its use of that part of the premises, or intended use by any other person or land, owned by, rented to, or leased organization other than another S to you, except such person or or- contractor or subcontractor engaged g ganization is not an insured with re- in performing operations for a prin- spect to structural alterations, new cipal as part of the same project; or construction or demolition oper- ations performed by or on behalf of (d) Which takes place after the expira- such person or organization; lion of any equipment lease to which (4)(d) above applies; (b) Your ongoing operations performed for that insured; (7) With respect to architects, engineers or surveyors, coverage does not apply to (c) Their financial control of you, ex- bodily injury, property damage or per- cept such person or organization is sonal and advertising injury arising out not an insured with respect to struc- of the rendering or failure to render any tural alterations, new construction professional services by or for you, in- or demolition operations performed eluding: z by or on behalf of such person or organization; (a) The preparing, approving, or failing to prepare or approve, maps, shop (d) The maintenance, operation or use drawings, opinions, reports, surveys, by you of equipment leased to you field orders, change orders, or draw- by such person or organization; ings and specifications; or o (e) Operations performed by you or on (b) Supervisory, inspection, architec- U your behalf and for which a state or tural, or engineering services. Lu- political subdivision has issued a permit,provided such operations are These exclusions apply even if the claims N not performed for such state or against any insured allege negligence or u cc "I" , Q Copyright 2013,Fireman s Fund Insurance Company, Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 o� 0 0 other wrongdoing in the supervision, (e) Any failure to make such in- hiring, employment, training Or MOrd- spections, adjustments, tests or ser- toring of others by that insured, if the vicing as the vendor has agreed to occurrence which caused the bodily make or normally undertakes to injury or property damage, or the offense make in the usual course of busi- which caused the personal or advertising ness, in connection with the distrib- injury involved the rendering of or the ution or sale of the products; failure to render any professional services by or for you. Demonstration, installation, servic- ing or repair operations, except such 3. Additional Insured - Vendors operations performed by the vendor in full compliance with the man- If an Additional Insured Vendors endorsement is ufacturer's written instructions at the attached to this policy that specifically names a vendor's premises in connection person or organization as an additional insured, with the sale of the product, then this Section 3. Additional Insured - Vendors does not apply to that person or organization. (g) Products which, after distribution or sale by you, have been labeled or Unless the products completed operations hazard relabeled or used as a container, part is excluded from this policy, SECTION H -WHO or ingredient of any other thing or IS AN INSURED, item 2.1. is added as follows: substance by or for the vendor; or 1'. Any vendor of yours is included as an addi- (h) Bodily injury or property damage tional insured, but only with respect to bodily arising out of the liability of the injury or property damage caused by your vendor for its own acts or omissions products which are distributed or sold in the or those of its employees or anyone regular course of the vendor's business, sub- else acting on its behalf. ject to the following additional exclusions: (2) This insurance does not apply to any in- (1) The insurance afforded such vendor does sured person or organization from whom not apply to: you have acquired such products or any ingredient, part or container, entering (a) Bodily injury or property damage for into, accompanying or containing such which the vendor is obligated to pay products; damages by reason of the assump- (3) The most we will pay is the lesser of ei- tion of liability in a contract Or then the amount of insurance available agreement. This exclusion does not under the applicable Limits of Insurance apply to liability for damages, that shown in the Declarations or the limits the vendor would have in the ab- of insurance required by the contract or sence of the contract or agreement; agreement; and (b) Any express warranty unauthorized (4) The insurance afforded to such vendor by you; only applies to the extent permitted by (c) Any physical or chemical change in law. the product made intentionally by 4. Additional Insured - Limited Primary and Non- the vendor; contributory Provision (d) Repackaging, unless unpacked solely The following is added as a second paragraph to for the purpose of inspection, dem- Section IV Conditions, Condition 4. Other Insur- onstration, testing, or the substi- ance,following paragraph b.(2): tution of parts under instructions from the manufacturer, and then re- However,if you have added any person,organiza- packaged in the original container; tion or vendor of yours as an additional insured to CG7158 1-14 Copyright 2013, Fireman's Fund Insurance company, Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc., with its permission. Page 3 of 7 this policy by way of this NluluCover0 endorse- Liberalization ment and have agreed in a written insured contract that this insurance is primary and non-contribu- If we adopt a change in our forms or rules which tory with other insurance available to that addi- would broaden the coverage provided by any form ti that is a part of this policy without an extra onal insured, this insurance is pfirnary and we premium charge, the broader coverage will apply will not seek contribution from such additional to this policy, This extension is effective upon the insured's other insurance, provided that the addi- approval of such broader coverage in your state. tional insured is a Named Insured under such other insurance. 8. Fire, Explosion, Sprinkler Leakage, or Lightning Legal Liability Coverage 5. Waiver of Subrogation A. SECTION I - COVERAGES, COVERAGE SECTION IV - COMMERCIAL GENEIRAL A BODILY INJURY AND PROPERT� LIABILITY CONDITIONS, itern 8., is deleted DAMAGE LIABILITY, 2. Exclusions, the and replaced by the following: last paragraph, is deleted and replaced by the following: 8. Transfer of Rights of Recovery Against Oth- ers to Us and Blanket Waiver of Subrogation Exclusions c, through n. do not apply to damage by fire, explosion, sprinkler leakage, a. If the insured has rights to recover A or or lightning to premises while: part of any payment we have made under 1. Rented to you; this Coverage Part, those rights are transferred to us. The insured must do 2. Temporarily occupied by you with the nothing after the loss to impair those permission of the owner; or tights. At our request, the insured will bring suit or transfer those rights to us 3. Managed by you under a written agree- and help us enforce them. ment with the owner. b. If required by a written insured contract A separate limit of insurance applies to this coverage as described in Section III - LIMITS executed prior to the occurrence or of- fense, we waive any right of recovery we OF INSURANCE. may have against any person or organ- B. SECTION III - LIMITS 01; INSURANCE, ization named in such insured contract, item 6., is deleted and replaced by the follow- because of payments we make for injury ing: or damage arising out of your operations or your work for that person or organ- 6. Subject to 5. above, the Damage to ization. Premises Rented To You Limit shown 6. Cancellation- 90 Days in the Declarations, for property damage to any one premises while rented to you, Common Policy Conditions endorsement ILOO 17, or in the case of damage by fire, explo- sion, sprinkler leakage, or lightning while A. Cancellation, item 2.b. is deleted and replaced rented to you, temporarily occupied by by the following: you with the permission of the owner, or managed by you under a written b. 90 days before the effective date of ca-ncella- agreement with the owner, is the greater tion if we cancel for any other reason. of- 7. Liberalization a. $1,000,000 Any One Premises; or SECTION IV - COMMERCIAL GENERAL b. The Damage To Premises Rented LIABILITY CONDITIONS, the following is ad- To You Limit shown in the Decla- re ded as an additional Condition: rations. C(3,1111 1,14 Copyright 2013,Fireman Fund insurance Company, Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of co 0 C. SECTION IV - COMMERCIAL GEN- a. the actual cash value of the damaged au- ERAL LIABILITY CONDrrioNS, 4. tornobile as of the time of the loss; or Other Insurance, b. Excess Insurance, (1)(a), items (i) and (iii),are deleted and replaced by b. the cost of repairing the damaged auto- the following: mobile; or (i) That is Fire, Explosion, Sprinkler Leak- c. the cost of replacing the damaged auto- age, or Lightning insurance for premises mobile with another automobile of like while rented to you, temporarily occu- kind and quality. pied by you with permission of the owner, or managed by you under a writ- Regardless of the number of occurrences, ten agreement with the owner; losses or claims, this coverage is subject to a limit of$25,000 in any one policy period; (iii) That is insurance purchased by you to cover your liability as a tenant for 5. This coverage is not subject to the General property damage to premises rented to Liability General Aggregate Limit; and you, temporarily occupied by you with 6. We will make payments under this coverage the permission of the owner,or managed by you under a written agreement with without regard to fault. the owner; or 10. Non-Owned or Chartered Watercraft D. SECTION V - DEFINITIONS, 9. Insured SECTION I - COVERAGES, COVERAGE A Contract, item a., is deleted and replaced by BODILY INJURY AND PROPERTY DAM- the following: AGE LIABILITY, 2. Exclusions, item g. Aircraft, (a) A contract for a lease of premises. Auto, or Watercraft, item (2), is deleted and re- However, that portion of the contract for placed by the following: a lease of premises that indemnifies any person or organization for damage by (2) A watercraft you do not own that is: fire, explosion, sprinkler leakage, or (a) Less than 51 feet long; and lightning to premises while rented to you, temporarily occupied by you with per- (b) Not being used for public transportation mission of the owner,or managed by you or as a common carrier; under a written agreement with the owner, is not an insured contract; 11. Chartered Aircraft 9. Damage to Invitees' Automobiles from Failing SECTION I - COVERAGES, COVERAGE A Trees or Tree Limbs- Limited Coverage BODILY INJURY AND PROPERTY DAM- This coverage applies to direct physical damage to AGE LIABILITY, 2. Exclusions, g. Aircraft, automobiles owned by invitees subject to all of the Auto Or Watercraft, item (6), is added as follows: following: (6) An aircraft in which you have no ownership 1. Provided such damage originates from trees interest and that you have chartered with on premises owned, managed,leased or rented crew. by an insured; 12. Coverage Territory - Broadened 2. Coverage applies only to invitees of an in SECTION V - DEFINITIONS, item 4.a., is de- leted and replaced by the following: 3. Such damage is directly caused by wind-dri- The United States of America (including its ven falling trees or tree limbs; a. territories and possessions), Puerto Rico, 4. The most we will pay for any one loss is the Canada, Bermuda,the Bahamas,The Cayman lowest of: Islands,and the British Virgin Islands; CG7158 1-14 Copyright 2013, Fireman's Fund Insurance Company,Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 7 13. Personal and Advertising Injury -Contractual however, this provision does not affect our right to collect additional premium or exercise Unless personal and advertising injury is excluded our right of cancellation or non-renewal. from this policy the following applies: SECTION I - COVI?RAC;ES, COVERAGE B, 18. Supplementary Payments- Increased Limits 2. Exclusions, item e., is deleted. SECTION I - COVERAGES, StJPI'I,EMTsN- 14. Fellow Employee Coverage TARY I'AYMENTS - COVERAGES A AND B, items I.b, and l.d., are deleted and replaced by SECTION II - WHO IS AN INSURED, 2.a., the following: item (1) is deleted and replaced by the following: b. The cost of bail bonds required because of (1) Personal and advertising injury: accidents or traffic law violations arising out of the use of any vehicle to which the Bodily However, subsections (a), (b), (c) and (d) of item Injury Liability Coverage applies. We do not (1)remain unchanged, have to furnish these bonds. 15. Bodily Injury Definition- Broadened d. All reasonable expenses incurred by the in- sured at our request to assist us in the inves- SEC'TION V - DEFINITIONS, 3. Bodily Injury tigation or defense of the claim or suit, is deleted and replaced by the following: including substantiated lass of earnings up to Bodily injury means bodily injury, sickness or dis- $500 a day because of time off from work, ease sustained by a person including death or 19. Duties in the Event of an Occurrence, Offense, mental anguish resulting from any of these at any Claim or Suit - Amended time. Mental anguish means any type of mental or emotional illness or disease. SECTION IV - COMMERCIAL GENERAL 4 LIABILITY CONDTIIONS, item 2.a. is deleted 16. Expected or Intended Injury- Amendment to Ex- and replaced by the fallowing: 0 elusion (1) You must see to it that we or any licensed SECTION I. Coverage A Bodily Injury and Pro- agent of ours are notified of a General perry Damage Liability, 2. EXCI,USIONS, a.y Ex- pected friability occurrence or offense which may re- by Intended Injury, is deleted and replaced sult in a claim as soon as practicable after it by thhee following: becomes known to: a. Expected or Intended Injury (a) You, if you are an individual; Bodily injury or property damage expected or intended from the standpoint of the insured. (b) Your partner or member, if you are a partnership or joint venture; This exclusion does not apply to bodily injury or property damage resulting from the use of (c) Your member, if you are a limited liabil- zreasonable force to protect persons or prop- erty. (d) Your executive officer if you are an Or- 17. Unintentional Failure to Disclose Hazards ganization other than a partnership, joint venture or limited liability company; or SECTION IV - COMMERCIAL GENERAL Q LIABILITY CONDITIONS,item 6. Representa- (e) Your authorized representative or insur- tions, the following is added: ance manager. O d. If you unintentionally fail to disclose any ha- Knowledge of an occurrence or offense by zards existing at the inception date of this persons other than those listed above does not policy, we will not deny coverage under this imply that those listed above also have such ry Coverage Dorm because of such failure. knowledge. U CG"" 1-,4 Copyright 2013,Fireman s Fund Insurance Company,Novato,CA. All rights reserved. Includes copyrighted material of Insurance Services Office,Inc., vnth its permission. Page 6 of 7 OD o, 0 0 (2) To the extent possible, notice should include: or prospective sale, rental, lease or sub- lease of any dwelling or permanent lodg- �— (a) How, when and where the occurrence or ing by or at the direction of any insured; offense took place; s. Discrimination, if insurance thereof is (b) The names and addresses of any injured prohibited by law; or persons and witnesses; and t. Fines, penalties, specific performance, or (c) The nature and location of any injury or injunctions levied or imposed by a gov- damage arising out of the occurrence or ernmental entity, governmental code, offense. law, or statute because of discrimination. 20. Non Employment Discrimination Liability 21, Medical Payments Unless personal and advertising injury is excluded Unless COVERAGE C MEDICAL PAY- from this policy the following applies: IMENTS, or the products-completed operations hazard has been excluded from this policy the fol- A. SECTION V - DEFINITIONS, 14. Personal lowing applies: and advertising injury, item h. is added as fol- lows: A. SECTION I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, 2. Exclusions, h. Discrimination. item L, is deleted and replaced by the follow- B. SECTION V - DEFINITIONS, item 23. is ing: added as follows: f. Products-Completed Operations Hazard 23. Discrimination means the unlawful treat- Included within the products-completed ment of a person or class of persons be- operations hazard. However, this exclu- cause of their specific race,color,religion, sion does not apply to expenses for den- _ gender, age, or national origin in com- W services. parison to one or more persons who are not members of the specified class. B. Section I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, is amended to in- C. SECTION I - COVERAGES, COVERAGE elude item 3. as follows: B PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions, the 3. Limit of Insurance following are added: The Medical Expense Limit of insurance q. Discrimination directly or indirectly re- shall be the greater of: lated to the past employment, employ- a. $20,000 Any One Person; or ment or prospective employment of any person or class of persons by any insured; b. The amount shown in the Declara- tions. r. Discrimination directly or indirectly re- lated to the sale, rental, lease or sublease All other terms and conditions of the policy apply. CG7158 1-14 Copyright 2013,Fireman,;Fund Insurance Company,Novato, CA. All rights reserved. Includes copyrighted material of Insurance services Office,Inc.,with its permission. Page 7 of 7 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY VVCD00313 / (Ed. 4-84) � WAIVER DP OUR RIGHT T]RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for en injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. | This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. � Schedule ! Blanket Waiver of Subrogation om required by written contract. This blanket waiver of subrogation does not apply to work with exposure in New Hampshire or New Jersey, This endorsement changes the policy 0owhich itinattached and ie effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 00302010 Policy No. S " Endorsement No. Insured Mott Macdonald Group Inc Premium Insurance Company American Automobile Insurance Company Countersigned by wCuoou1x (su.4-84) 1 of Courtesy Notice of Cancellation for Other Than Nonpayment of Premium to Designated Entities - 145977 01 11 Policy Amendment Policy Number: PoicyN Date:00/30/2018; GCVV0028061801 Effective Date: 06/30/2018 Gener4l'-U-abU�y""'AutoLiabi|ity. Workers Compensation Schedule Name and Address ofPerson(e) mrOrganizations Number of Days Notice K other than 1Ddays: On File with Carrier, ao required by written contract CancmUmdonNumberufDeyeNodce-GO When vve don't Renew (Non'Renevva|)-3O Information required to complete this Bohedu|e, if not shown abova, will be shown in the Declarations. This policy is amended as follows: A. |fVV* cancel this policy prior to expiration for any reason other than non payment of premium or at Your request, and we have been notified that You are required under a current contractual obligation to notify a certificate of insurance holder or holders when this policy is oonom|ed. then We will endeavor to mail or deliver a copy of such written notice of cancellation to the certificate holder(s) ehnvvn in the Schedule above, as follows: 1. To the name and address corresponding to each certificate of insurance holder indicated in the Schedule above; and 2. At least 10 days prior to the effective date of the cancellation, as shown in our notice to the first Named |nsuned, or, if indicated, the longer number of days notice shown in the Schedule above. B. Notwithstanding the foregoing, such notice ofcancellation is provided on an informational basis and em|a|y to assist You in informing the certificate of insurance holder(s) in advance of pending cancellation in coverage to moeiet you in meeting Your contractual notice requirements to such parties. Our failure to provide such advance notification to the certificate of insurance holder(s) shown in the Schedule of this endorsement will not extend any policy cancellation dota, negate any cancellation of the pu|icy, or grant, alter or extend any rights or obligations under this policy and we shall have no liability for any failure to provide thenohoe(e) as provided herein. All other terms and conditions of this policy remain unchanged. wsyr/1'11 + uumF/mman's Fund Insurance Company,Novato,CA,All rights reserved. POLICY NUMBS :ZUP-15S91842-18-NFY ISSUE DATE: 6/30/2018 THIS ENDORSEMENT,CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 PERSON OR ORGANIZATION: As required by written conrtract or agreement ADDRESS: PROVISIONS: If we cancel this policy for any statutorily permitted above.We will mail such notice to the address shown reason other than nonpayment of premium, and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or organization shown in the schedule IL T4 05 03 11 ©2011 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 INSURER CANCELLATION TERMS NAMED INSURED POLICY NO. Mott MacDonald Group, Inc. B080120388P18 111 Wood Avenue South Iselin, NJ 08830-4112 EFFECTIVE DATE 06/30/2018 SEE PAGE 1 Holder Name: Project: Cancellation Terms: Should any of the above described policies be cancelled before the expiration date thereof, the insurer will send 30 days notice of cancellation to the Certificate Holder, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. Cancellation Terms Apply to the Following Coverages: Professional Liability Willis 101