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18-219 BKF Engineers, Stevens Creek Blvd and Pharlap Dr Crosswalk ImprovementsCITY OF a DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH BKF Engineers CUPERTINO DEVELOPMENT. t. PARTIES This Agreement is made and entered into as of_~(J~cfu~_V)L_v_f -+,-1,,_b-_l_) __________ _ ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and BKF Engineers ("Consultant"), a Corooration for the Stevens Creek Blvd./Pharlap Dr. Crosswalk Improvements ______________________________ ("Project"). 2. SERVICES 2.1 J 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 mu st 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 othe1wise stated in writing. The Services may be divided i11to 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 omis s ions and those of its subcon sultants , and must promptly cotTect 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 begi11S on the Effective Date and ends on December 3 1, 2019 unless t erminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Pedormance. All Services must be provided within the times specified in Exhibit B, Schedule of Perfonnance, attached and i11corporated here . Consultant must promptly notify C ity 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 ea ch separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B . Ci ty Projecl Stevens Creek Blvd./Pharlap Dr. Crosswalk /111.pro ve m en/s Des ig n Pro(essional Ag ree111 e n1 (~in.g le) !Rev. M ay. 2() 18 Page I of 10 3.3 Time is of the essence for the performance of al L the Services . Consultant must have sufficient time, resources , and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services , if approved, a cumulative total amount that will be capped so as not to exceed $14,800.00 ("Contract Price"), as specified in Exhibit C, Compensation , attached and incorporated here . The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 11,100.00 ("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 propotiionate 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$ 3,700.00 . Additional Services provided to City 's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses , in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. [f 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 desc1ibe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic 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 po1tion of the Services. Disputed amounts sh all be subject to the Dispute Resolution provision of this Agreement. a . Time and Expenses. For Additional Services provided on an hourly bas is, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person ; (iii) the time spent per person , in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all pennitted reimbursable expenses. City Pro ject S tevens Creek 8/vd.l P/,ar/ap Dr. C rosswalk Improvem ents D esign Professio11 a l Agreemen t (1·i11 g l e) /Rev. May. 20 /8 Page 2 o f 1.0 b. Rates and Receipts. All hourly rates and reimbursable expenses must confonn to the City- approved rates set forth in Exhibit C , which will be in effect for the entire Contract Time. Each invoice must attach legibl e, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, pa1iner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in 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 perform the Services in a competent and professional manner, as exercised by design professionals perfonning 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 tem1s 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 pro v ision 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 conect 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 sha ll hold in confidence all City infonnation and use Cily Project Stevens Creek 8/vd.!PharLap Dr. Crosswalk lm.pr ovein e n ts D es ign Profess ion al Agree nw n t fongle) /Rev. Mav. 2018 Page 3 o f 10 it only to perfonn 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, rep01t, 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 prope1ty 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 determined 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 prope1ty 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 suppo1ting 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 Ci ty Proj ec t Steven s Creek Blvd.!Phar lap Dr. Crosswalk lmproven,1.e11is Des ig n Profess io nal Agreem.en t (1·i11 g l e) /Rev. M ay. 2()/8 Page 4 of 10 audit of Consultant's records discloses non-comp! iance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement , City will be provided access to records ofreimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/tennination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sub lease, 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 Assig1rn1ent 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 Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants (collectively, "lndernnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services perfonned in connection with the Agreement, Consultant shall indenrnify, defend, and hold harmless Indemnitees from and against any and all liability, claims , actions, causes of action, demands or charges whatsoever against any fndemnitee, 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 SubConSLtltants. Such costs and expenses shal I 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 pateut right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights , which arises out of, perta ins to , or relates to Consultant's Ciry Project Stevens Creek Blv d .!Pharlap Dr. Cms swalk I111.pro ve111 e n t.~ Des ig 11 Prvfess io nal Agreenw nt fongl e) IR.e ,,. Mav. 2 01 8 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 watTanties, or any unauthorized use or disclosure of City's confidential and proprietary infonnation. 11.2 Consultant will assist City, at no additional cost, in the defense or any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers ' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any oflndenmitees' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a comi 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 tem1ination of th is Agreement. 12. lNSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory ce1iificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions th at may affect the Project or Consultant 's ability to perfon11. Consultant is responsible for verifying the employment authorization of employees perform i ng the Services , as required by the Immigration Refonn and Control Act , or other federal or stat e la w, rule or regulation. City Project Stevens Creek Bl vd./Phar/ap Dr. Cross.valk Imp rove ments· Des ign Professio 11 a l Agreem.ent (s in g le) /Re ,,. May. 20 18 P,wc 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 under Labor Code Section 1720 and other labor laws. To the extent applicable , Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days , overtime, payroll records and DIR Registration and Oversight. lf 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, etlmicity, handicap, disability, marital status, pregnancy, age, sex , gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws , including Government Code Section 12900 and 11135 , and Labor Code Section. 1735 , 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is 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 commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section l 090 et seq. Consu ltant may be required to file a conflict of interest fom1 if Consultant makes ce1tain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. 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 terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend , and hold City hannless 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 Julie Chiu , who shall have the authority to manage this Agreem.ent and oversee the progress and performance of the Services . City in its sole d i scretion 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 purpos es under this Agreement will be ___ C_t_1o_n~a~T_r_·a_n _________ _ 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 Perfomrnnce, and providing regular updates to the City's Project Manager on the Proj ect status , progress, and any delays. City written approval is required prior to Consultant sub stituting a new Proj ect Manager, which s hall result in no additional costs to City or Proj ect del ays . Ci ty Pro ject Ste vens Cre ek B lvd./Pha.rlap Dr. Crosswalk !111p rovemen ts Des ign Profession al Agreen'1.ent (1·i11 g le) !Re i,. May. 20 18 Page 7 o f LO 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 abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs , which may not exceed ten percent (10 %) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thi1iy (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may tenninate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thi1iy (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 laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara , State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in cowi 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 suppo1ied by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES [f City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs . This Section survives the e xpiration /tennination of this Agreement. 19. THIRD PARTY BENEFIClARIES There are no intended third patiy beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a wai ver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision , co venant or condition , or a subsequent breach , whether of the sam e or a different character. Ci()• Proi ect Steve11 s Creek Bl vd./Pha r la p Dr. Cr osswalk Im provemen ts Des ig n Professio na l Agreem.ent (~in g le) /Rev. 1\llay. 20 18 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 infen-ed in this Agreement. Either pmiy may request an amendment to cure any mistaken insertion or omission of a required provision . 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the te1ms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY lf any tenn or provision of this Agreement, or their application to a pmticular 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 al lowed by such ruling. All other tenns 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 Abrreernent ends, including without limitation those referenced in specific Sections herein, survive this Agreement a11d shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent to the persons below in wtiting to the persons below , and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next 9 ,usiness day following electronic submission: To City of Cupettino 10300 Torre Ave. Cupe1tino CA 95014 Attention: Julie Chiu .. -------------Erna i 1: JulieC@Cupertino.org To Consultant: BKF Engineers -------------- 255 Shoreline Dri ve, Suite 200 Redwood City, CA 94065 Attention: Cuong Tran -~~------------ Email: ctran@bkf.com City Pro ject Steve11 s Cr eek 8/vd./Pharlap Dr. Crosswalk lmproven-,ents Des ign Profess ional Agreement (1·i11 g le) /Rev. Mav. 20 18 Pa ge 9 of LO 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it compli es 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 wmi-ants that Consultant bas the right, power, and authority to enter into this Agreement and can-y out all actions herein , and that he or she is authorized to execute tl1is 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. Name Bri a n Scott Title Prin c ip a l/Vi ce Pr es id ent Date / o/4-lj f!:J r , Tax l.D. No .: 91 -!?Z. 917? CITY OF CUPERTINO A Municipal Corporation B~ Name \\~\r'\~b Title \), r esb,-a-f a>µ..~\ lLe W,:,o--,f l6-:;:, Date f\ o / 1.r; /l t:p I I D)AS T,SU,RM: >f' Jttro v.J-wi/,,;,,h ~ 1o/J5,1j , /;;,J,: Nf 1°15/" ROCIO V. FIERRO 03,;;J Cupe1iino Acting City Attorney s,.,f;:,fllonv AJF:) ATTEST: ~ ~ cH G~CE SCHMIDT /(. f: ( ( City Clerk BlOZ gi L7n <l3AI3:JmJ City Proi ect Stevens Creek Bl vd./Ph a rlap Dr. Cro sswa lk !1np rovem.ent~ Desig n P mfessio na ! Agree111.e nt (~in g le) !Rev. fvl([v . 2 01 8 Pa ge 10 of LO !~BkF IOQ+ .... YEARS ENGINEERS . SURVEYORS. PLANNERS BKF No. 20181553 October 3, 2018 Julie Chiu Transportation Associate Civil Engineer City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 EXHIBIT A Subject: Stevens Creek Blvd./Pharlap Dr. Crosswalk Improvements Scope of Services Dear Ms. Chiu : As part of our agreement to provide services for this project, set forth in detail below is our Scope of Services previously transmitted to you via email. SCOPE OF WORK Our scope of work consists of providing construction documents to improve the north-south crosswalk at Stevens Creek Boulevard and Pharlap Drive. Improvements will include removal of the existing crosswalk in-roadway warning lights, replacing existing beacons with rectangular rapid flashing beacons (RRFB), installation of two bulb-outs, and updating traffic striping . The basis of our design will reference the "Stevens Creek Corridor Park & Restoration Phase 2" plans dated March 2013, associated base files, and Google Earth imagery. The following will be our deliverable with tasks specified . One sheet for the title sheet, general notes, abbreviations and legend One sheet for layout, grading, and drainage with notes and details One sheet for signing and striping with notes and details One sheet fo r City of Cupertino Construction Best Management Practices (BMP) Plan Work will include as-built and record drawing review, project coordination, plan preparation, specifications, cost estimate and response to City comments. ASSUMPTIONS We have planned for two rounds of submittal -Draft 100% and Final. We have planned for one site visit . Meetings for coordination pu r poses will be via email or phone communication. The City will provide CAD files for the "Steven s Creek Corridor & Restoration Phase 2" project along with any as-builts or record drawings . Specifications will be per City Standard with technical specifications to be provided as needed. Design will adhere to City and Caltrans Design Guidelines. Modification to existing storm drain utilities w ill be avoided with the use of curb or trench drain s. 255 Shoreline Drive , Suite 200 , Red w ood Cit y, CA 94065 I 650.482 .6300 !~BkF IOO + .... YEARS ENGINEERS . SURVEYORS . PLANNERS Stevens Creek Blvd./Pharlap Dr. Crosswalk Improvements October 3, 2018 Page 2 of 2 We assume the existing crosswalk conforms to ADA requirements and will not be studied . No electrical or landscape design is required . Design will utilize the topographic survey file provided by the City, but an optional cost is provided if an updated or supplemental data survey is determined to be necessary . Horizontal control will be per the "Stevens Creek Corridor & Restoration Phase 2" plans . Potholing and utility locating will not be provided. Stormwater treatment is not required . Traffic Control Plan is not required. Construction period services can be provided as an additional service . Thank you for the opportunity to work with the City on this project. Please contact me at 650-482-6362 if you have any questions regarding our scope of services. Respectfully, BKF Engineers Cuong Tran, PE Project Engineer BKF Engineers I 255 Shoreline Drive , Suite 200 I Redwood City, CA I 94065 I 650.482 .6300 ENGINEERS . SURVEYORS . PLANNERS EXHIBITB Stevens Creek Blvd./Pharlap Dr. Crosswalk Improvements Schedule of Performance 255 Shoreline Drive, Suite 200, Redwood City, CA 94065 I 650.482.6300 Stevens Creek Blvd./Pharlap Dr. Crosswalk Improvements BKF Engineers City of Cupertino 20181553 Tentative Schedule 10/3/2018 ID Task Name Duration Start Finish Predecessors October November December Jam . 9/30 10/7 10/14 10/21 10/28 11/4 11/11 11/18 11/25 12/2 12/9 12/16 12/23 12/30 1 Project Management and Coordinatic40 days Mon 11/5/18 Fri 12/28/18 I 2 Project Management 8 wks Mon 11/5/18 Fri 12/28/18 I I I ! I 3 Meetings I I I I I I 4 Review Existing Information 5 days Mon 11/12/18 Fri 11/16/18 1SS+l wk I ~ ' I 5 Review Previous Project Plans and 2 days Mon 11/12/18 Tue 11/13/18 • Base Files I I 6 Develop New Base File 3 days Wed 11/14/18 Fri 11/16/18 5 I Cl I I I I I 7 Draft 100% Construction Documents 10 days Mon 11/19/18 Fri 11/30/18 6 Mon 11/19/18 Fri 11/30/18 I 8 Draft 100% PSE 2 wks 9 Final Construction Documents 20 days Mon 12/3/18 Fri 12/28/18 8 10 Final PSE 3 wks Mon 12/10/18 Fri 12/28/18 11 Optional Tasks 12 Data Collection Survey 13 Construction Period Services Task External Milestone Manual Summary Rollup Critical Split ,,,,,,,,,,,,,,,,,,,, Split 1111111 11111111111 11 Inactive Task Manual Summary I I Progress SCP-201 8-10-03-sched. m pp Milestone • Inactive Milestone Start-only [ Manual Progress Summary I I Inactive Summary Finish-only J Project Summary . Manual Task Deadline External Tasks Duration-only Critical Page 1 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City . INSURANCE POLICIES AND MINIMUMS REQUIRED tf\ ;-i I~ ,7 Commercial General Liabi lity (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 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. \,/"2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired , and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. \/ 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer 's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required Consultan t has provided written verification of no employees. ,/ 4. Professional Liability for professional acts , errors and omissions, as appropriate to Consultant's profession , with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a ~ ~ l r:rt-\ claims made form : a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled o r non-renewed , and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract E ffective 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: Ex h. D-Insurance Require ments fo r Design Professionals & Con sultants Contrac ts F orm Upda ted Feb. 2018 1 vAdditional 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 (11 / 85) or both CG 20 10 and CG 20 3 7 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation vTonsultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/9/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVE LY 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 ~2~i~cT Nancy Ferrick Dealey, Renton & Associates rA~~Nlt c • .,. 510-465-3090 I FAX P . 0 . Box 12675 !A/C No\: 510-452-2193 Oakland CA 94604-2675 ~~l~~ss : nferrick@dealeyrenton .com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Travelers Property Casua lty Co of Ameri 25674 INSURED BKFENGINE INSURER B : XL Specialty Insurance Co . 37885 BKF Engineers INSURER C : 255 Shoreline Drive, Suite 200 Redwood City CA 94065-1428 INSURERD : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 790614589 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IN SURED NAMED ABOVE FOR THE POLICY PERIOD INDI CATED . 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 IN SURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXC LUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE •••~n ,.,.,n POLICY NUMBER !MM/DD/YYYY\ IMM/DD/YYYY\ LIMITS A X COMMERCIAL GENERAL LIABILITY y y 6808J585363 V 9/1/20 18 9/1/2019 .v EACH OCCURREN CE $1 ,000,000 1.,,/ -=i CLAIMS-MADE 0 OCCUR DAMAGE T O RE NT ED PR EM ISES I Ea occurrence\ $1 ,000,000 MED EXP (Any one person) $10,000 - X Cross Liability PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 V r-,,.... =i 0 PRO-DLOC PRODU CT S -COMP/OP AGG $2,000,000 ' '\ POLICY JE CT OTHER: $ A AUTOMOBILE LIABILITY y y B A8J591007 9/1/2018 9/1/2019 \/ ~~~~~d~~tf'NGLE LIMIT $1 ,000,000 -X ANY A UTO BO DILY IN JURY (Per person) $ -OWNED -SCHEDULED BO DILY INJURY (Per accident) $ -AUTOS ONLY -AU TOS X HI RED X NON-OWNED ;p~~~Zc~d~RAMAGE $ -AUTOS ONLY -AUTOS O NLY ) ~ I A X UMBRELLA LIAB M OCCUR y y CUP8J595006 9/1/20 18 9/1/2019 " EACH OCCURR EN C E I $5,000,000 \\ / -I -r EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 OED I I RETENTION $ \ $ _/ A WORKERS COMPENSATION y UB9K584739 V 7/1/2018 7/1/201 9/ X I PE R I I OTH--STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANYP RO PRIETOR/PARTNER/EXECUTIV E ~ N/A E.L. EAC H ACCIDENT $1 ,000,000 OFFICER/MEMBER EXC LUDED? (Mandatory in NH) E.L. DISE ASE -EA EMPLOYEE $1 ,000,000 If yes, describe under E.L. DISEASE -PO LI CY LI M IT $1 ,000,000 DESCRIPTION O F OPERATIONS below B Professional Liability DPR9927800 7/1/2018 7111201a t/ S5 ,000,000 V per C laim 57 ,000,000 A nnual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is r equi r ed) Re : Stevens Creek Blvd./Pharlap Dr. Crosswalk Improvements. The City of Cupertino , its City Council , officers , officials , employees , agents, servants and volunteers are named as Additional Insured for General and Auto Liability . General Liability Insurance is primary and non-contributory per policy form . A Waiver of Subrogation applies to Worker's Compensation . 30 Days Notice of Cancellation . CERTIFICATE HOLDER CANCELLATION 30 Days Notice of Cance llation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . C ity of Cupertino 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 !0---\.. ~-~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER 6808J585363 COMMERCIAL GENERAL LIABILITY ISSUED DATE : 10/9/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract , on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed . Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies . (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 in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused , in whole or in part, by: 1. Your acts or omissions ; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply : This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work , including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc . with its permission. 1 BA8 J591007 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury , damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part , and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only . Limitations and exclusions may apply to these coverages . Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS -INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period , to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage , but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT I. WAIVER OF DEDUCTIBLE -GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov - ered "autos" you own: (1) Any covered "auto" you lease , hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copy righted material of Insurance Services Office , Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs . D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II -COVERED AUTOS LIABILITY COVERAGE : (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover . We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work . E. TRAILERS -INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I -COVERED AUTOS : 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads . F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire , rent or borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality . (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses , of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type . H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT-INCREASED LIMIT Paragraph C.1.b. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE : No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced . J. PERSONALPROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is : (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age . Page 2 of 3 © 2015 The Travelers Indemn ity Company. All rights reserved. CAT4200215 Includes copyrighted material of Insurance Services Office, Inc. with its permission . K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following : (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto''.; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor ; (d) Costs for extended warranties , Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease ; and (e) Carry-over balances from previous loans or leases . M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 0215 © 2015 The Travelers Indemnity Company . All rights reserved . Page 3 of 3 Includes copyrighted material of Insurance Services Office , Inc . with its permission. POLICY NUMBER: 6808J585363 COMMERCIAL GENERAL LIABILITY ISSUED DATE : 10/9/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when , the bodily injury or property damage occurs . Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of th is Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule , but only with respect to liability for "bodily injury" or "property dam- age" caused , in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products-completed opera- tions hazard". CG 20 37 07 04 © ISO Properties, Inc ., 2004 Page 1 of 1 POLICY NUMBER : 6808J585363 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS : However , if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis , or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured , and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place ; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed ; subsequent to the signing and execution of that con- tract or agreement by you . CG D4 25 07 08 © 2008 The Tra v elers Companies , In c. Page 1 of 1 POLICY NUMBER: 6808J585363 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 10/9/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that you agree in a written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV- COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 POLICY NUMBER: BA8J591007 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured , of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to -the extent that person or organization qualifies as an "insured" under the Who ls An Insured provision contained in SECTION II. 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV -BUSINESS AUTO CONDITIONS : Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an addi- tional insured person or organization is the first named insured when the written contract or agreement between you and that person or or- ganization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy pe- riod, requires this insurance to be primary and non-contributory. CA T4 74 0215 © 2015 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted ma te rial of Ins urance Services Office, Inc . with its permission . =r .. --------·----·--·-···-·-----------· ---···-·-·---·-------···------·------. ······---- l ~ TRAVELERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) -001 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule . The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization ALL PERSONS OR ORGANIZATIONS THAT REQUIRES YOU TO OBTAIN EXECUTED THE CONTRACT BEFORE DATE OF ISSUE: 10/9/2018 0 17 106 Schedule Job Description THAT ARE PARTIE TO A CONTRACT THIS AGREEMENT, PROVIDED YOU THE LOSS. ST ASSIGN: CA