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20-044 EHDD, Bridging Architectural Design Services for the Library1 of 11 Design Professional Agr (Single)/Rev April 2020 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH 1.PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and (“Consultant”), a for (“Project”), and is effective on the last date signed below (“Effective Date”). 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. Consultant further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 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 , unless terminated earlier as provided herein (“Contract Time”). The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. EHDD EHDD Corporation Bridging Architectural Design Services for the Library Expansion Project March 31, 2021 Bridging Architectural Design Services for the Library Expansion ProjectCity Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 2 of 11 Design Professional Agr (Single)/Rev April 2020 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 (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $ (“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 $ (“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, sub-Consultants’ 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 $ Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of 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 thirty (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 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; 380,000 350,365 29,635 Bridging Architectural Design Services for the Library Expansion ProjectCity Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 3 of 11 Design Professional Agr (Single)/Rev April 2020 (iii) the time spent per person, in thirty (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. 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 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 sub- Consultants that they have the qualifications and skills to perform 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 sub-Consultants 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, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants 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 sub-Consultants 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 Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Consultant. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the Bridging Architectural Design Services for the Library Expansion ProjectCity Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 4 of 11 Design Professional Agr (Single)/Rev April 2020 State Employment Development Division, determine that Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, 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 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 upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants 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 hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. 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 sub-Consultants 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. City Project Bridging Architectural Design Services for the Library Expansion Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 5 of 11 Design Professional Agr (Single)/Rev April 2020 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 (4) 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 audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 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 fifty percent (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 (1) 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 as follows: Bridging Architectural Design Services for the Library Expansion ProjectCity Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 6 of 11 Design Professional Agr (Single)/Rev April 2020 a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. 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 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. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. Bridging Architectural Design Services for the Library Expansion ProjectCity Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 7 of 11 Design Professional Agr (Single)/Rev April 2020 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 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. 11.4 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws 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-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Bridging Architectural Design Services for the Library Expansion ProjectCity Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 8 of 11 Design Professional Agr (Single)/Rev April 2020 Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants 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 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 Title 2 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 13 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 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 , 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 , 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. 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 performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City. Bridging Architectural Design Services for the Library Expansion ProjectCity Project Michael Zimmermann Jay Manzo DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 9 of 11 Design Professional Agr (Single)/Rev April 2020 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 thirty (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 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 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 18 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 21. ENTIRE AGREEMENT This Agreement represents 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 any term, clause, or provision of this main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. Bridging Architectural Design Services for the Library Expansion ProjectCity Project DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 10 of 11 Design Professional Agr (Single)/Rev April 2020 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 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 confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: Attention: Email: To Consultant: Attention: Email: 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. Bridging Architectural Design Services for the Library Expansion ProjectCity Project 10300 Torre Ave., Cupertino CA 95014 Michael Zimmermann michaelz@cupertino.org EHDD Pier 1 The Embarcadero, Bay 2, San Francisco, CA 94111 Jay Manzo J.Manzo@ehdd.com DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 5/8/2020 EHDD Agreement – Library Expansion Project Page 1 of 9 Exhibits EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional Architectural Design services as detailed in the following sections related to the Cupertino Library Expansion project. The scope of professional services will be to provide design services through schematic design, with preparation of “Bridging Documents” for a design-build project delivery approach. Services may include but are not limited to review of the Library’s proposed programming of the additional space based on community survey information; review of the Library Stakeholder programming effort and conceptual design, preparation of bridging documents; cost analysis; and other pre-construction work, assist in the preparation of the Design-Build Entity (DBE) Request for Proposals (RFP), assist with the solicitation and selection of the DBE, and provide peer review of future Design/Build deliverables. SECTION 1. GENERAL General PROJECT Description: The proposed PROJECT will expand the existing 54,000 sf library and create a multi-purpose Program Room with flexible programming options. The project is envisioned to be a two-story addition at the southern end of the building. The existing 1,175 sf single story Children’s Book area will be demolished and replaced with a new two-story building (approx. 5,600 sf) that will connect to the existing structures. The existing Story Room will be expanded and relocated into the first floor of the new space. The City is interested in utilizing the Design-Build project delivery method. The City’s project team for this PROJECT will be designated City personnel, a contracted construction manager and a contracted project manager (CITY PROJECT TEAM). A. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. CONSULTANT shall be responsible for coordinating the work of all consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for all PROJECT meetings during the execution of this agreement under the scope of work. All DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EHDD Agreement – Library Expansion Project Page 2 of 9 Exhibits minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. 3. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. CITY retains the right to reject team members assigned by CONSULTANT or require replacement of team members. 4. CONSULTANT shall manage its SUBCONSULTANTS and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable information, and communicate with members of the PROJECT team. 5. CONSULTANT shall meet weekly via Zoom with CITY’s assigned project team for the Library Expansion project to provide an update on the current status of the design. CONSULTANT will provide the CITY’s assigned project manager with a summary report. SECTION 2. TASKS Task 1 – Design Phase - work shall include but is not limited to the following:  Review and evaluate the City provided concept drawings and programming effort for program adjustments and layout to create updated design alternatives suitable for the design-build delivery process.  Review results from the Library users survey and refine the design alternative drawings as necessary.  Explore design alternatives based on program needs / surveys and present them to the City for feedback. Design alternatives will address civil, site, architectural character and engineering systems.  Design alternatives proposed shall all not exceed a $7,500,000 budget (CONSTRUCTION BUDGET).  Meet with the City’s Facilities Maintenance staff to discuss operational and maintenance requirements of the PROJECT.  Prepare Schematic design package from selected Conceptual Alternative  Prepare and provide colored perspectives as may be required to visualize the proposed designs.  Prepare the design criteria, performance specifications, and other project-specific material.  Prepare Bridging Documents. The Bridging Documents will include, at a minimum: o The size, type, shape, height, configuration, and desired design character of the existing building, proposed improvements, and site. o Performance and, when required, prescriptive specifications covering the quality of materials to be used, equipment, building components and levels of required DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EHDD Agreement – Library Expansion Project Page 3 of 9 Exhibits workmanship, public spaces, landscape design, and the general architectural character of the buildings and site improvements. o Preliminary plans and building layouts, including floor plans, exterior elevations, and, as required, building and site sections. o Design criteria for architectural, structural, mechanical, and electrical systems to clearly show the required characteristics, quality of environment, and control required. o Site requirements, including public spaces, parking requirements, and required site infrastructure, including interim improvements or the construction phase of the project. o Requirements necessary to ensure continued operation of the Library during all phases of construction.  Attend weekly Zoom meetings with the City and its Project team to review and discuss progress, problems, and activities planned.  Attend six (6) additional meetings as identified by the City.  Design-Build Assistance: o Assist with the preparation of documents required for a Request for Qualifications for Design Build Proposal. o One (1) meeting to assist the City in the review and selection process for a Design-Build team. o Assist the City with any contact information and promotion of project to potential Design-Build teams. o Assist the City in the negotiations with the Design-Build team. o Submittal reviews for compliance with performance criteria  Work with the City to establish the delivery and phasing of the project and on-site parking and staging program. • Provide a construction cost estimate from a professional cost estimator on the selected design alternative. • Provide consultant recommendations as needed. • Assist with the development and conducting of public outreach programs to assist in providing public information regarding the project. • Provide direction and coordination of all team members including subconsultants. Task 2 – Peer Review Phase - work shall include but is not limited to the following: • Conduct peer review of future Design-Build team deliverables at the following stages: 50% design development; 100% design development; 50% construction documents; 100% construction documents. • Timely resolve design issues with the Design Build team and bridging documents with the CITY PROJECT TEAM and recommended alternatives as may be necessary. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EHDD Agreement – Library Expansion Project Page 4 of 9 Exhibits • Work with the Design-Build team and the project team to address issues that affect constructability of the PROJECT. • Review plans, working drawings, and specifications from the Design-Build team for completeness, consistency with intent, and conformance with CONSTRUCTION BUDGET. • Conduct and participate in value engineering sessions as required. Task 3 – Construction Phase – work shall include but is not limited to the following: • Review the Request for Information (RFI) and Submittal process (shop drawings, specification sheets, samples, etc.) for conformance with the bridging documents. • Review material substitution requests. • Review change order requests as necessary for accuracy and compliance with the Bridging Documents. • Respond to Design Builders questions as required. Task 4 – Additional Services 1. Services provided by CONSULTANT that are different from or in addition to those described herein are being included in the scope of Basic Services are referred to as “Additional Services”. No Additional Services shall be performed without the prior written authorization of the CITY. No compensation shall be due from the CITY to the CONSULTANT for any Additional Services provided or performed by the CONSULTANT without the prior written authorization of the CITY. 2. Compensation to the CONSULTANT for Additional Services directed and authorized by the CITY shall be on the basis of either: 1) actual and reasonable time of the CONSULTANT’s personnel necessary to complete the authorized Additional Service computed in accordance with the Rate Schedule attached to this Agreement; or 2) a fixed price mutually agreed upon by the CITY and the CONSULTANT. The forgoing notwithstanding, if Additional Services authorized by the CITY result from the neglect of CONSULTANT or CONSULTANT’s default under this Agreement, CONSULTANT shall complete Additional Services at no cost to the CITY. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Revised: April 8, 2020 – Public Works Contracts 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in Section 13.k of the health order issued by the County of Santa Clara Health Department on March 31, 2020, in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Pursuant to Section 13.c of the Health Order, individuals may leave their residence only to perform specified “Essential Activities.” Contractor shall comply with these restrictions on travel when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. Pursuant to Section 13.k of the Heath Order, “[a]ll individuals must strictly comply with Social Distancing Requirements. . . as necessary to carry out the work of” Essential Activities as defined in the Health Order. C. Social Distancing Requirements. Section 13.k of the Health Order provides that Social Distancing Requirements include: "i. Maintaining at least six-foot social distancing from individuals who are not part of the same household or living unit; ii. Frequently washing hands with soap and water for at least 20 seconds, or using hand sanitizer that is recognized by the Centers for Disease Control and Prevention as effective in combatting COVID-19; iii. Covering coughs and sneezes with a tissue or fabric or, if not possible, into the sleeve or elbow (but not into hands); and iv. Avoiding all social interaction outside the household when sick with a fever or cough.” Section 13.a of the Health Order advises that "people at high risk of severe illness from COVID-19 and people who are sick are strongly urged to stay in their residence to the extent possible, except as necessary to seek medical care or provide medical care or Essential Governmental Functions." Information from the Center for Disease Control ("CDC") on "high risk" categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019- ncov/specific-groups/people-at-higher-risk.html. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals on any project site or work area performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Revised: April 8, 2020 – Public Works Contracts 2 required by the Health Order or other Health Laws. These measures shall include the following best practices: 1. Information. Inform all workers of the Social Distancing Requirements and these best practices, including any updates or modifications, and require compliance as a condition to being present on the project site or work area. 2. Sick Workers. Prohibit any individuals who have been tentatively or conclusively diagnosed with COVID-19 or who have any symptoms of illness, including the following, from entering or remaining on the project site or work area: fever, cough, shortness of breath, sore throat, body aches, chills, sudden loss of smell or taste or other flu-like symptoms. Encourage sick workers to get immediate medical attention. a. Daily Screening. A supervisor must ask the following questions of each worker before the worker is permitted to enter the project site or work area each day, and a worker who responds "yes" to any one of the following questions must be asked to leave immediately and will not be permitted back on the project site or work area until cleared based on meeting the applicable requirements set forth in the CDC's Interim Guidance on Discontinuation of Home Isolation for Persons with COVID-19 (https://www.cdc.gov/coronavirus/2019-ncov/hcp/disposition-in- home-patients.html): (1) Have you had any of the following symptoms within the past 14 days: fever, cough, shortness of breath, sore throat, body aches, chills, sudden loss or smell or taste, or any other flu-like symptoms? (2) Have you or anyone in your household been in contact with a person that has been diagnosed with, has symptoms of, or is being tested for COVID-19? (3) Have you been medically directed to self-quarantine due to possible exposure to COVID-19? 3. Signage/Posters. In compliance with Section 13.h of the Health Order, post a Social Distancing Protocol, substantially in the form attached to the Health Order as Appendix A, at all project site or work area entry points, and in other areas where they are likely to be seen (e.g., project trailers, sanitary facilities, break areas). The Social Distancing Protocol must explain how Contractor is achieving compliance with social distancing requirements. Resources for this purpose are available from the CDC at: https://www.cdc.gov/coronavirus/2019-ncov/community/guidance-business- response.html A copy of the Social Distancing Protocol must also be provided to each employee performing work at the project site or work area. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Revised: April 8, 2020 – Public Works Contracts 3 4. Sanitary Facilities. Ensure adequate handwashing and/or hand-sanitizing facilities are available at all times and encourage frequent handwashing and/or hand-sanitizing throughout the day as specified below. Portable sanitary facilities must be serviced and cleaned on a daily basis. Provide hand sanitizer in or around all toilet facilities and common areas, including project trailers. a. Handwashing. Wash hands using soap and water for at least 20 seconds. b. Hand-sanitizer. Use a hand sanitizer that contains at least 60-95% alcohol when handwashing is not immediately available. c. Paper Products. Ensure that toilet paper, tissues, and paper towels are available as appropriate, with designated receptacles for disposal. 5. Distancing. Prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception of any physical contact required for worker safety or to comply with safety Laws. Avoid sharing tools to the extent possible. Require workers to provide their own transportation where possible and to avoid having more than two workers in a vehicle. 6. Groups/Meetings/Site Access. Avoid any group gatherings of 10 or more people. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to the project site or any work area to workers who are necessary to perform the work at that time. Allow non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. Do not stack trades if possible. 7. Frequent Cleaning. Provide for regular and appropriate cleaning of all high touch surfaces at a project site or work area, including, but not limited to, shared tools or equipment, doorknobs and handles, toolboxes, sanitary facilities, common break areas, keypads, touch screens, project trailer surfaces and equipment, light or power switches, workstations, countertops, break areas, and the like. Clean and/or disinfect any reusable items or equipment. Clean surfaces of shared vehicles, including steering wheels, gear shifts, handles, instrument panels, etc. Ensure that cleaning products are used correctly and safely, and avoid cleaning techniques, such as use of pressurized air or water sprays, that may generate bioaerosols. 8. Personal Protective Equipment. When workers cannot avoid close proximity or physical contact, e.g., based on applicable safety laws, or are otherwise at risk for exposure to COVID-19, ensure that the affected workers are provided with appropriate personal protective equipment ("PPE"), which may include disposable gloves and/or DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Revised: April 8, 2020 – Public Works Contracts 4 other PPE. Instruct workers to wash or sanitize hands after removing gloves or other PPE. Ensure that all personal protective equipment is disposed of properly. 9. Water and Food. Prohibit shared or communal food or common water coolers. Provide individual water bottles for workers or instruct workers to bring their own. 10. Enforcement. Immediately eject any worker who fails or refuses to comply with the Health Laws, Social Distancing Requirements, or these best practices from the project site until or unless the Project Manager issues a written authorization for the worker to return, subject to full compliance. E. Oversight. In other to ensure that all workers comply with the Social Distancing Requirements to the extent possible, Contractor has designated __________________________________________ to have primary responsibility for implementation and enforcement of the Social Distancing Requirements and these best practices, and to serve as the primary point of contact with the City in this regard. F. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may require further modifications to the terms of this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. G. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Jennifer Devlin EHDD Agreement – Library Expansion Project Page 5 of 9 Exhibits EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by October 31, 2021. The following sets forth the distribution of CONSULTANT’s Schedule of Performance. The CITY may approve in writing the extension of any date set in this Exhibit. PROJECT: Library Expansion project Task #1: Design Phase: March 2020 – July 2020 Task #2: Peer Review Phase: August 2020 – October 2020 Task #3: Construction Phase: November 2020 – September 2021 Task #4: Additional Services When authorized to Proceed on task These are estimated start times for each task. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EHDD Agreement – Library Expansion Project Page 6 of 9 Exhibits EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed THREE HUNDRED EIGHTY THOUSAND DOLLARS ($380,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2, Task No. 4 and inclusive of reimbursable expenses, for the lump-sum amount of THREE HUNDERED FIFTY THOUSAND THREE HUNDRED SIXTY FIVE DOLLARS ($ 350,365). The maximum amount of Additional Services authorized under Section F of this EXHIBIT C is TWENTY-NINE THOUSAND SIX HUNDRED THIRTY FIVE DOLLARS ($29,635). B. Method of Payment For Task Nos. 1 through 3 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each task set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable, in completing that task under this AGREEMENT (Hereinafter “Invoice”). Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of the task completed, and it shall describe the work completed during the Invoice period in accordance with the Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Payment Schedule set forth below. CONSULTANT also shall include supporting documents to verify completed work and for any reimbursable expenses. The Invoice shall include sufficient detail to satisfy funding agreements and financial audits. The Invoice shall also show the total to be paid for the Invoice period. The Consultant shall submit an invoice to the City by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be e-mailed to City at: PWinvoices@cupertino.org DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EHDD Agreement – Library Expansion Project Page 7 of 9 Exhibits The invoice shall identify the applicable period of work performed consistent with the scope of services, the number of hours, hourly rate reimbursable expenses for testing and inspection, task maximum compensation, task compensation to date including invoice number, total invoice amount for current invoice, agreement maximum compensation balance remaining. All Consultant payments shall be addressed to: EHDD Pier 1, Bay 2 The Embarcadero San Francisco, CA 94111 Attention: Jay Manzo C. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: PROJECT: Library Expansion Task Description Task Compensation Task #1: Design Phase $250,322 Task #2: Peer Review Phase $ 44,311 Task #3: Construction Phase $ 55,732 Task #4: Additional Services $29,635 TOTAL $ 380,000 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed THREE HUNDRED EIGHTY THOUSAND DOLLARS ($ 380,000). If construction period exceeds 11 months. the Task Compensation for Task 3 will be adjusted through additional services, Task 4. D. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Payment Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EHDD Agreement – Library Expansion Project Page 8 of 9 Exhibits E. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT’s maximum compensation, including, but not limited to, any expenses related to CONSULTANT’s tasks. Reimbursable expenses for Basic Services performed under any Task of EXHIBIT A shall be included as fixed fee reimbursable amount estimated at 3% of the Basic Design Fee or $7,290 for Task 1, $1,291 for Task 2 and $1,624 for Task 3, Total Reimbursable Expenses $10,205. F. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of TWENTY NINE THOUSAND SIX HUNDRED THIRTY FIVE DOLLARS ($ 29,635) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES (Effective June 1 through May 31) ROLE 2019/2020 2020/2021 Principal 310 322 Associate Principal 275 286 Vice President of Construction 285 296 Director of Interior Design 285 296 Director of Project Management 285 296 Senior Project Manager/Architect IV 220 229 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EHDD Agreement – Library Expansion Project Page 9 of 9 Exhibits Project Manager/Architect III 200 208 Architect II 175 182 Architect I 155 161 Designer IV 175 182 Designer III 155 161 Designer II 140 146 Designer I 120 125 Interior Designer IV 220 229 Interior Designer III 200 208 Interior Designer II 175 182 Interior Designer I 155 161 Graphic Designer 150 156 Contract Administrator 140 146 Project Assistant 100 104 Intern 95 99 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 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 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 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.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended 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: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 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 and automobile liability policies. 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 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 of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance 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 during the 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. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/30/2020 Risk Strategies Company 2040 Main Street, Suite 450 Irvine, CA 92614 949-242-9240 www.risk-strategies.com CA DOI License No. 0F06675 Travelers Indemnity Company of CT 25682 Travelers Property Casualty Co of America 25674 Continental Casualty Company 20443 A 6802H142871 9/1/2019 9/1/20203 3 3 A BA9E502184 9/1/2019 9/1/2020 3 3 3 B CUPOF861565 9/1/2019 9/1/202033 3 0 B UB4J083360 9/1/2019 9/1/2020 3 C Professional Liability AEH288358618 9/1/2019 9/1/2020 Michael Christian Risk Strategies Company syoung@risk-strategies.com Esherick Homsey Dodge & Davis, Architects, a Professional Corporation Pier 1, Bay 2 The Embarcadero San Francisco CA 94111 54841609 3 3 33 3 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insureds auto and work comp policies. Umbrella Liability follows form to the general, auto and employer's liability policies. City of Cupertino Attn: Michael Zimmermann 10300 Torre Ave. Cupertino CA 95014 Projects as on file with the insured including but not limited to Cupertino Library Expansion Project, EHDD Project No. 20013. and primary/non-contributory clause applies to the general and auto liability policies and a waiver of subrogation applies to the general, Professional Liability is a claims made policy; Retro Date: Full Prior Acts. 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000 $1,000,000 $1,000,000 1,000,000 1,000,000 1,000,000 $2,000,000Per Claim: $2,000,000Aggregate: 54841609 | 19-20 GL-AL-UL-WC-PL | Sherry Young | 3/30/2020 10:41:35 AM (PDT) | Page 1 of 7 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Esherick Homsey Dodge & Davis, Architects,a Professional Corporation 6802H142871 9/1/2019 54841609 | 19-20 GL-AL-UL-WC-PL | Sherry Young | 3/30/2020 10:41:35 AM (PDT) | Page 2 of 7 Insured: Policy No.: Effective Date: DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A 54841609 | 19-20 GL-AL-UL-WC-PL | Sherry Young | 3/30/2020 10:41:35 AM (PDT) | Page 3 of 7 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Do not add this form to a policy. It is for informational purposes only.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 H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT INCREASED LIMITB. EMPLOYEE HIRED AUTO I. WAIVER OF DEDUCTIBLE GLASSC. EMPLOYEES AS INSURED J. PERSONAL PROPERTYD. SUPPLEMENTARY PAYMENTS INCREASED LIMITS K. AIRBAGS E. TRAILERS INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE TRANSPORTATION EXPENSES INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of your business.The following is added to Paragraph A.1.,Who Is An Insured,ofSECTION II COVERED AUTOS 2.The following replaces Paragraph b.in B.5., LIABILITY COVERAGE:Other Insurance,ofSECTION IV BUSI- NESS AUTO CONDITIONS:Any person or organization who is required under a written contract or agreement between you and b.For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov-executed by you before the "bodily injury" or ered "autos" you own:"property damage" occurs and that is in effect (1)Any covered "auto" you lease, hire,during the policy period, to be named as an addi-rent or borrow; andtional insured is an "insured" for Covered Autos (2)Any covered "auto" hired or rented byLiability Coverage, but only for damages to which your "employee" under a contract inthis insurance applies and only to the extent that an "employee's" name, with yourperson or organization qualifies as an "insured"permission, while performing dutiesunder the Who Is An Insured provision contained related to the conduct of your busi-in Section II.ness.B. EMPLOYEE HIRED AUTO However, any "auto" that is leased, hired,1.The following is added to Paragraph A.1.,rented or borrowed with a driver is not aWho Is An Insured,of SECTION II COV-covered "auto".ERED AUTOS LIABILITY COVERAGE:C. EMPLOYEES AS INSUREDAn "employee" of yours is an "insured" while The following is added to Paragraph A.1.,Who Isoperating a covered "auto" hired or rented An Insured,ofSECTION II COVERED AUTOSunder a contract or agreement in an "em-LIABILITY COVERAGE:ployee's" name, with your permission, while CA T4 20 02 15 © 2015 The Travelers Indemnity Compa ny. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Esherick Homsey Dodge & Davis, Architects,a Professional Corporation BA9E502184 09/01/2019 54841609 | 19-20 GL-AL-UL-WC-PL | Sherry Young | 3/30/2020 10:41:35 AM (PDT) | Page 4 of 7 POLICY NO.: INSURED: EFFECTIVE DATE: DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO (2)An adjustment for depreciation and physicalAny "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow condition will be made in determining actual in your business or your personal affairs. cash value in the event of a total "loss". D. SUPPLEMENTARY PAYMENTS INCREASED (3)If a repair or replacement results in better LIMITS than like kind or quality, we will not pay for the amount of betterment.1.The following replaces Paragraph A.2.a.(2)of SECTION II COVERED AUTOS LIABILITY (4)A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned covered "auto".(2)Up to $3,000 for cost of bail bonds (in- (5)This Coverage Extension does not apply to:cluding bonds for related traffic law viola- tions) required because of an "accident"(a)Any "auto" that is hired, rented or bor-we cover. We do not have to furnish rowed with a driver; orthese bonds.(b)Any "auto" that is hired, rented or bor-2.The following replaces Paragraph A.2.a.(4)of rowed from your "employee".SECTION II COVERED AUTOS LIABILITY G. PHYSICAL DAMAGE TRANSPORTATIONCOVERAGE:EXPENSES INCREASED LIMIT(4)All reasonable expenses incurred by the The following replaces the first sentence in Para-"insured" at our request, including actual graph A.4.a.,Transportation Expenses,ofloss of earnings up to $500 a day be-SECTION III PHYSICAL DAMAGE COVER-cause of time off from work.AGE:E. TRAILERS INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum ofThe following replaces Paragraph C.1.of SEC-$1,500 for temporary transportation expense in-TION I COVERED AUTOS:curred by you because of the total theft of a cov- 1."Trailers" with a load capacity of 3,000 ered "auto" of the pri ate passenger type.v pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONICon public roads.EQUIPMENT INCREASED LIMIT F. HIRED AUTO PHYSICAL DAMAGE Paragraph C.1.b.of SECTION III PHYSICAL The following is added to Paragraph A.4.,Cover- DAMAGE COVERAGE is deleted. age Extensions,ofSECTION III PHYSICAL I. WAIVER OF DEDUCTIBLE GLASSDAMAGE COVERAGE:The following is added to Paragraph D.,Deducti-Hired Auto Physical Damage Coverage ble,ofSECTION III PHYSICAL DAMAGECOVERAGE:If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos"No deductible for a covered "auto" will apply tofor Physical Damage Coverage, and this policy glass damage if the glass is repaired rather than replaced.also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover-J. PERSONAL PROPERTYage is extended to "autos" that you hire, rent or The following is added to Paragraph A.4.,Cover-borrow subject to the following:age Extensions,ofSECTION III PHYSICALDAMAGE COVERAGE:(1)The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the Personal Property Coveragelesser of:We will pay up to $400 for "loss" to wearing ap-(a)$50,000; parel and other personal property which is: (1)Owned by an "insured"; and(b)The actual cash value of the damaged or stolen property as of the time of the (2)In or on your covered "auto"."loss"; or This coverage only applies in the event of a total(c)The cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover-property of like kind and quality.age. Page 2 of 3 © 2015 The Travelers Indemnity Compan y. All rights reserved. CA T4 20 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 54841609 | 19-20 GL-AL-UL-WC-PL | Sherry Young | 3/30/2020 10:41:35 AM (PDT) | Page 5 of 7 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Do not add this form to a policy. It is for informational purposes only.COMMERCIAL AUTO K. AIRBAGS (2)Any: The following is added to Paragraph B.3.,Exclu-(a)Overdue lease or loan payments at thesions,ofSECTION III PHYSICAL DAMAGE time of the "loss";COVERAGE:(b)Financial penalties imposed under aExclusion3.a.does not apply to "loss" to one or lease for excessive use, abnormal wearmore airbags in a covered "auto" you own that in-and tear or high mileage;flate due to a cause other than a cause of "loss"(c)Security deposits not returned by the les-set forth in Paragraphs A.1.b.and A.1.c., but sor;only: (d)Costs for extended warranties, Credit Lifea.If that "auto" is a covered "auto" for Compre-Insurance, Health, Accident or Disabilityhensive Coverage under this policy;Insurance purchased with the loan orb.The airbags are not covered under any war-lease; andranty; and (e)Carry-over balances from previous loansc.The airbags were not intentionally inflated.or leases.We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATIONone "loss".The following replaces Paragraph A.5.,TransferL. AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us,The following is added to Paragraph A.4.,Cover-of SECTION IV BUSINESS AUTO CONDI-age Extensions,ofSECTION III PHYSICAL TIONS:DAMAGE COVERAGE:5. Transfer Of Rights Of Recovery AgainstAuto Loan Lease Gap Coverage for Private Others To UsPassenger Type Vehicles We waive any right of recovery we may haveIn the event of a total "loss" to a covered "auto" of against any person or organization to the ex-the private passenger type shown in the Schedule tent required of you by a written contract exe-or Declarations for which Physical Damage Cov-cuted prior to any "accident" or "loss", pro-erage is provided, we will pay any unpaid amount vided that the "accident" or "loss" arises out ofdue on the lease or loan for such covered "auto"the operations contemplated by such con-less the following: tract. The waiver applies only to the person or(1)The amount paid under the Physical Damage organization designated in such contract.Coverage Section of the policy for that "auto"; and CA T4 20 02 15 © 2015 The Travelers Indemnity Compa ny. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 54841609 | 19-20 GL-AL-UL-WC-PL | Sherry Young | 3/30/2020 10:41:35 AM (PDT) | Page 6 of 7 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Insured: Policy No.: Effective D We have policy. W Schedule You mus employee The addit compensa Schedule Person o ANY PER YOUR RI PRIOR TO Job Desc Projects a : Date: the right to We will not . st maintain es while eng tional prem ation premi e or Organiza RSON OR O GHT TO R O THE DAT cription: as on file wi WAIVER OF recover ou enforce o payroll re gaged in th mium for thi um otherwi ation ORGANIZA RECOVER A TE OF LOS ith the insu F OUR RIGHT ENDORSEM (BLAN ur payments ur right ag ecords acc e work des s endorsem ise due on ATION WITH AGAINST T SS red. T TO RECOV MENT – CALI NKET WAIVE s from anyo gainst the p curately se scribed in th ment shall such remu H WHOM Y THEM. YO A WORKER EMPLO ENDORSEM VER FROM O FORNIA ER) one liable fo person or o gregating he Schedule be 5.000% neration. YOU AGRE OU MUST A Authorized R RS COMPEN AND OYERS LIAB MENT WC 99 OTHERS for an injury organizatio the remun e. % of the Ca EE IN WRIT AGREE TO epresentative NSATION BILITY 9 03 76 (00) y covered b on named i neration of alifornia wo TING TO W O THIS WA e by this n the your rkers’ WAIVE AIVER Esherick Homsey Dodge & Davis, Architects, UB4J083360 9/1/2019 a Professional Corporation 54841609 | 19-20 GL-AL-UL-WC-PL | Sherry Young | 3/30/2020 10:41:35 AM (PDT) | Page 7 of 7 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/27/2020 Dealey,Renton &Associates P.O.Box 12675 Oakland,CA 94604-2675 License #0020739 510-465-3090 510-452-2193 Certificates@Dealeyrenton.com Continental Insurance Company 35289 SANDICIVI American Casualty Company of Reading PA 20427SandisCivilEngineersSurveyorsPlanners 3007 Douglas Blvd,Suite 105 Roseville CA 95661 Continental Casualty Company 20443 Travelers Casualty and Surety Co of America 31194 1558752061 A X 1,000,000 X 1,000,000 X Contractual Liab 15,000 X XCU Included 1,000,000 2,000,000 X Y Y 6075819456 3/3/2020 3/3/2021 2,000,000 C 1,000,000 X X X Y Y 6075819473 3/3/2020 3/3/2021 B B X Y Y 6075819425 6075819411 3/3/2020 3/3/2020 3/3/2021 3/3/2021 1,000,000 1,000,000 1,000,000 D Professional Liability 107211098 3/3/2020 3/3/2021 Per Claim Annual Aggregate $2,000,000 $4,000,000 Project Number/Name:#220054 –City of Cupertino Library Renovation /Cupertino Library Expansion,EHDD Project No.20013 /Client Contract: EHDD-01:GBno3 EHDD &Owner are named as Additional Insured on General Liability and Auto Liability,per policy forms,with respect to the operations of the Named Insured as required by written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per attached.30 Day Notice of Cancellation /10 Day for Non-Payment of Premium.Professional Liability Retroactive Date:01/01/1965. 30 Day Notice of Cancellation EHDD Attn:Mellie Alfano /Accounting 1 Pier Suite 2 The Embarcadero San Francisco CA 94111 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Workers Compensation And Employers Liability Insurance Policy Endorsement 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 Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Policy No: 6075819425Form No: WC 00 03 13 (04-1984) Underwriting Company: American Casualty Company of Reading PA Copyright 1983 National Council on Compensation Insurance. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Sandis Civil Engineers Surveyors Planners SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Policy No: 6075819473 Form No: CA 04 44 10 13 Underwriting Company: Continental Casualty Company © Copyright Insurance Services Office, Inc., 2011 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A CNA PARAMOUNT Architects,Engineers and Surveyors General LiabilityExtension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs.Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C.This PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to thisCoveragePart. This PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22.PROPERTY DAMAGE –ELEVATORS A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitledExclusionsisamendedsuchthat the Damage to Your Product Exclusion and subparagraphs (3),(4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE –ELEVATORS Provision,theOther Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23.RETIRED PARTNERS,MEMBERS,DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners,members,directors or employees,but only for bodily injury,property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision.All limitations that apply toemployeesandvolunteerworkersalsoapplytoanyonequalifying as an Insured under this Provision. 24.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000.limit. 25.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the NamedInsured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 26.WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured's ongoing operations;or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 6075819456CNA74858XX(1-15)Policy No: 5Page16 of 18 Endorsement No: The Continental Insurance Co. SANDIS CIVIL ENGINEERS SURVEYORS AND PLANNERSInsuredName: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A CNA PARAMOUNT Architects,Engineers and Surveyors General LiabilityExtension Endorsement 1.is in effect or becomes effective during the term of this Coverage Part;and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to theclaim. 27.WRAP-UP EXTENSION:OCIP,CCIP,OR CONSOLIDATED (WRAP-UP)INSURANCE PROGRAMS Note:The following provision does not apply to any public construction project in the state of Oklahoma,nor to any construction project in the state of Alaska,that is not permitted to be insured under a consolidated (wrap-up)insurance program by applicable state statute or regulation. If the endorsement EXCLUSION –CONSTRUCTION WRAP-UP is attached to this policy,or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.)or Contractor Controlled Insurance Programs (C.C.I.P.)is attached,then the following changes apply: A.The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up)insurance program project in which the Named Insured is or was involved,this exclusion does not apply to those sums the Named Insured become legally obligated to pay asdamagesbecauseof: 1.Bodily injury,property damage,or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project,or during such operations of anyone acting on the Named Insured's behalf;nor 2.Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B.Condition 4.Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c)Any of the other insurance whether primary,excess,contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up)insurance program,but only as respects the Named Insured's involvement in that consolidated (wrap-up)insurance program. C.DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up)insurance program means a construction,erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project,such as an Owner Controlled Insurance Program (O.C.I.P.)or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30%or more of the square foot area is used or is intended to be used for human residency,including but not limited to: 1.single or multifamily housing,apartments,condominiums,townhouses,co-operatives or planned unit developments;and 2.the common areas and structures appurtenant to the structures in paragraph 1.(including pools,hot tubs, detached garages,guest houses or any similar structures). However,when there is no individual ownership of units,residential structure does not include military housing, college/university housing or dormitories,long term care facilities,hotels or motels.Residential structure also does not include hospitals or prisons. 6075819456CNA74858XX(1-15)Policy No: 5Page17 of 18 Endorsement No: The Continental Insurance Co. SANDIS CIVIL ENGINEERS SURVEYORS AND PLANNERSInsuredName: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.50020005660758194568203DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Workers Compensation And Employers Liability Insurance Policy Endorsement 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 Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Policy No: 6075819411Form No: WC 00 03 13 (04-1984) Underwriting Company: American Casualty Company of Reading PA Copyright 1983 National Council on Compensation Insurance. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees orContractors-with Products-CompletedOperationsCoverageEndorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused in whole or in part by your acts or omissions,or the acts or omissions of those acting on your behalf: A.in the performance of your ongoing operations subject to such written contract;or B.in the performance of your work subject to such written contract,but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1.the written contract requires you to provide the additional insured such coverage;and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition,10-93 edition,or 10-01 edition of CG2010,or under the 10- 01 edition of CG2037;or B.additional insured coverage with "arising out of"language;or C.additional insured coverage to the greatest extent permissible by law; then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of your work that is subject to such written contract. III.Subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract;or B.a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury,property damage,or personal and advertising injury arising out of: A.the rendering of,or the failure to render,any professional architectural,engineering,or surveying services, including: 1.the preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders,change orders or drawings and specifications;and 2.supervisory,inspection,architectural or engineering activities;or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: Policy No: 6075819456 CNA75079XX (10-16) Page 1 of 2 Continental Insurance Company Insured Name: Sandis Civil Engineers Surveyors Planners Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.20020005460755215544738DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees orContractors-with Products-CompletedOperationsCoverageEndorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured,this insurance is primary to and will not seek contribution from such other insurance,provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured;or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above,this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement,the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence,Offense,Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim,or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received,and otherwise cooperate with the Insurer in the investigation, defense,or settlement of the claim;and 3.make available any other insurance,and tender the defense and indemnity of any claim to any other insurer or self-insurer,whose policy or program applies to a loss that the Insurer covers under this coverage part.However, if the written contract requires this insurance to be primary and non-contributory,this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement,the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part,provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy;and B.was executed prior to: 1.the bodily injury or property damage;or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. PolicyNo:6075819456CNA75079XX(10-16) Page2of2 Continental Insurance Company InsuredName:Sandis Civil Engineers Surveyors Planners Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Business Auto Policy Policy Endorsement DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Sandis Civil Engineers Surveyors Planners SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED,BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON/ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. Policy No: BUA 6075819473 Form No: CA 20 48 10 13 Underwriting Company: Continental Casualty Company © Copyright Insurance Services Office, Inc., 2011 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/27/2020 License # 0E67768 (925) 660-3508 50028 (925) 416-7869 13056 Gayner Engineers, Inc. 1133 Post Street San Francisco, CA 94109 A 1,000,000 PSB0007240 9/1/2019 9/1/2020 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A PSA0002405 9/1/2019 9/1/2020 5,000,000A PSE0003617 9/1/2019 9/1/2020 5,000,000 A PSW0004046 9/1/2019 9/1/2020 1,000,000 1,000,000 1,000,000 A Professional Liab.RDP0037325 9/1/2019 Per Claim 2,000,000 A Professional Liab.RDP0037325 9/1/2019 9/1/2020 Aggregate 2,000,000 RE: Cupertino Library Expansion, EHDD Project No. 20013 The City of Cupertino, its City Council, officers, officials, employees, servants and volunteers are included as Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included with respect to General & Auto Liability, as required by written contract. Workers' Compensation: Waiver of Subrogation is in favor of The City of Cupertino, its City Council, officers, officials, employees, servants and volunteers, as required by written contract. Umbrella liability follows form over the General Liability, Auto Liability and Employers Liability. Professional Liability Retroactive Date - 1/1/1941 EHDD Attn: Mellie Alfano / Accounting 1 Pier Suite 2 The Embarcadero San Francisco, CA 94111 GAYNENG-01 SUMMANR IOA Insurance Services 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 Michelle Costa Michelle.Costa@ioausa.com RLI Insurance Company X 9/1/2020 X X X X X X DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Policy Number: RLI Insurance Company Named Insured: PPB 304 02 12 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack®FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a.In the performance of your ongoing operations; b.In connection with premises owned by or rented to you; or c.In connection with “your work” and included within the “product-completed operations hazard”. 2.The insurance provided to the additional insured by this endorsement is limited as follows: a.This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b.This insurance does not apply to the rendering of or failure to render any "professional services". c.This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3.The following is added to SECTION III H.2. Other Insurance – COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II – LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy 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: a.The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b.The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4.The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us – COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II – LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSB0007240 Gayner Engineers, Inc. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Policy Number: RLI Insurance Company Named Insured: PPA 300 03 13 Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage Loss Of Use L. Hired Car Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition Railroad Easement Q. Coverage Extensions Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PSA0002405 Gayner Engineers, Inc. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A PPA 300 03 13 Page 2 of 5 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any employee of yours is an insured while using a covered auto you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the bodily injury or property damage occurs is an insured for 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 COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the verage if you are required to do so in a contract or agreement that is executed by you before the bodily injury or property damage occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 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 extent required of you by a contract executed prior to any accident or loss , provided that the accident or loss arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered 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 that individual employee's name, with your permission, while performing duties related to the conduct of your business. However, any auto that is leased, hired, rented or borrowed with a driver is not a covered auto . F. Fellow Employee Coverage SECTION II COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total loss to a covered auto shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered auto , less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the loss ; DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A PPA 300 03 13 Page 3 of 5 b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. c. Security deposits not returned by the lessor; 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. H. Glass Repair Waiver Of Deductible SECTION III PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered auto will apply to glass damage if the glass is repaired rather than replaced. I. Personal Effects Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c.Personal Effects Coverage In the event of a total theft loss of your covered auto we will pay up to $400 for loss to wearing apparel and other personal effects which are: (1) Owned by an insured ; and (2) In or on your covered auto ; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired autos are covered autos for Liability Coverage and this policy also provides Physical Damage Coverage for an owned auto , then the Physical Damage Coverage is extended to autos that you hire, rent or borrow subject to the following: (1) The most we will pay for loss in any one accident to a hired, rented or borrowed auto is the lesser of: (a) $60,000 (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 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 betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any auto that is hired, rented or borrowed with a driver; or (b) Any auto that is hired, rented or borrowed from your employee . K. Hired Auto Physical Damage Loss Of Use The following is added to SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered auto which you have leased without a driver for thirty (30) days or less auto , provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered auto ; (2) The loss of use results from the covered auto being damaged in an accident while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car Worldwide Coverage The following is added to SECTION II COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: f. Hired Car Worldwide Coverage (1) We will pay all sums an insured legally must pay as damages because of bodily injury or property damage to which this insurance applies, caused by an accident which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered auto of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or suit instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A PPA 300 03 13 Page 4 of 5 (a) You shall undertake the investigation, settlement and defense of such claims and suits and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of bodily injury or property damage to which this insurance applies, and (ii) For all reasonable expenses incurred with our consent in connection with the investigation, settlement or defense of such claims or suits Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Business Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single accident or loss (4) You must maintain the greater of the follow- ing primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the accident occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a loss , we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collec- tible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a covered auto . (2) We will pay only for those covered autos for which you carry Comprehensive, Colli-sion or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered loss and ends at the time when the covered auto can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve autos available to you for your operations. N. Amended Bodily Injury Definition Mental Anguish The following is added to SECTION V DEFINITIONS, Definition C.: Bodily injury also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. O. Airbag Coverage The following is added to SECTION III PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition Railroad Easement SECTION V DEFINITIONS paragraph H. Insured contact is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A PPA 300 03 13 Page 5 of 5 a.Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered auto at the time of the loss or is removable from the housing unit which is permanently installed in the covered auto at the time of the loss , and such equipment is designed to be solely operated by use of the power from the autos electrical system, in or upon the covered autos ; or R. Notice Of And Knowledge Of Occurrence SECTION IV BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a.In the event of accident , claim, suit or loss , you must give us or our authorized repre- sentative prompt notice of the accident or loss including: (1) How, when and where the accident or loss occurred; (2) The name and address; and (3) To the extent possible, the names and addresses of any injured person and witnesses. Your duty to give us or our authorized representative prompt notice of the accident or loss applies only when the accident or loss is known to: (1) You, if you are an individual; (2) A partner if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2. We will pay up to $750 for towing and labor costs incurred each time a covered auto is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) ©1998 by the Workers’ Compensation Insurance Rating Bureau of California. All rights reserved. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _____% of the California workers’ compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Insured Insurance Company 2 RLI Insurance Company All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss. Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. PSW0004046 Gayner Engineers, Inc. 09-01-2019 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/27/2020 Dealey,Renton &Associates P.O.Box 12675 Okaland CA 94604-2675 5104653090 510-452-2193 certificates@dealeyrenton.com License#:0020739 Hartford Accident and Indemnity Company 22357 TBDCONSUL1 US Specialty Insurance Company 29599SFTBD,Inc.dba:TBD Consultants 111 Pine Street,Suite 1315 San Francisco CA 94111 HARTFORD INSURANCE COMPANY 38288 National Union Fire Insurance Co PA 19445 Sentinel Insurance Company 11000 1419990480 E X 2,000,000 X 10,000 2,000,000 4,000,000 X Y Y 57SBABD1326 10/15/2019 10/15/2020 4,000,000 A 1,000,000 X X X Y Y 57UECVF9584 10/15/2019 10/15/2020 D X 9,000,000 X Y EBU028196620 10/15/2019Y 10/15/2020 9,000,000 C X N Y 57WECPR5197 10/15/2019 10/15/2020 1,000,000 1,000,000 1,000,000 B Professional Liability Y USS1930184 10/18/2019 10/18/2020 Per Claim Annual Aggregate $2,000,000 $4,000,000 REF:Cupertino Library Expansion,EHDD Project No.20013.GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED:The City of Cupertino, its City Council,officers,officials,employees,agents,servants and volunteers are named as Additional Insured as respects General Liability and Auto Liability as required per written contract or agreement.The Excess-Umbrella Liability is Following Form to the General Liability,Automobile Liability and Employers' Liability policies.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s).30 Day Notice of Cancellation Professional Liability Retro Date:10/18/2005 30 Day Notice ehdd Pier 1 The Embarcadero,Bay 2 San Francisco CA 94111 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative (1) Printed in U.S.A.Form WC 04 03 06 Policy Expiration Date: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:Policy Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy.Named Insured and Address: We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us 57WECPR5197 10/15/2019 SFTBD,Inc.dba:TBD Consultants 111 Pine Street,Suite 1315 San Francisco,CA 94111 10/15/2020 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A BUSINESS LIABILITY COVERAGE SS 00 08 04 05 POLICY NUMBER: <PNUM> ADDITIONAL COVERAGES BY WRITTEN CONTRACT, AGREEMENT OR PERMIT This is a summary of the coverage provided under the following form (complete form available): BUSINESS LIABILITY COVERAGE FORM SS 00 08 04 05 Additional Insured When Required by Written Contract, Written Agreement or Permit WHO IS AN INSURED under Section C.is amended to include as an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products completed operations hazard", but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products completed operations hazard". The person(s) or organization(s) are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under the provision only for that period of time required by the contract, agreement or permit. With respect to the insurance afforded to the additional insured, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specification: or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: When You Add Others As An Additional Insured To This Insurance: That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract:This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c.below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract:If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Rev 5.14 Page 1 of 2 SS 00 08 04 05 Rev 5.14 57SBABD1326 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A BUSINESS LIABILITY COVERAGE FORM Summary SS 00 08 04 05 Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Waiver of Subrogation If you have waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided you waived your rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage Rev 5.14 Page 2 of 2Rev 5.14 Summary SS 00 08 04 05 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II – COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are “insureds” c. Anyone liable for the conduct of an “insured”…but only to the extent of that liability. Primary Insurance: SECTION IV – BUSINESS AUTO CONDITIONS B. General Conditions - 5. Other Insurance a. For any covered “auto” you own, this Coverage Form provides primary insurance. For any covered “auto” you don’t own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form’s Covered Auto Liability Coverage is primary for any liability assumed under an “insured contract”. Cross Liability Clause: SECTION V – DEFINITIONS G. “Insured” means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or “suit” is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION – We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 57UECVF9584 DocuSign Envelope ID: A01DB092-04CD-4D94-AD7E-1E3DC398B40A Certificate Of Completion Envelope Id: A01DB09204CD4D94AD7E1E3DC398B40A Status: Sent Subject: Please DocuSign: Cupertino Library Expansion - Contract with EHDD Source Envelope: Document Pages: 56 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Mellie Alfano AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 1 Pier, Suite 2 The Embarcadero San Francisco, CA 94111 mellie.alfano@ehdd.com IP Address: 24.4.207.181 Record Tracking Status: Original 4/10/2020 | 03:19 PM Holder: Mellie Alfano mellie.alfano@ehdd.com Location: DocuSign Signer Events Signature Timestamp Jennifer Devlin j.devlin@ehdd.com Principal EHDD Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 67.180.49.69 Signed using mobile Sent: 4/10/2020 | 03:55 PM Viewed: 4/10/2020 | 03:56 PM Signed: 4/10/2020 | 04:01 PM Electronic Record and Signature Disclosure: Accepted: 4/10/2020 | 03:56 PM ID: 2a21e002-da62-4287-b83d-15b20aac7c35 Deborah Feng DebF@cupertino.org Security Level: Email, Account Authentication (None) Sent: 4/10/2020 | 04:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Heather Minner HeatherM@cupertino.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kirsten Squarcia KirstenS@cupertino.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Jay Manzo J.Manzo@ehdd.com Security Level: Email, Account Authentication (None) Sent: 4/10/2020 | 03:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael Zimmermann michaelz@cupertino.org Security Level: Email, Account Authentication (None) Sent: 4/10/2020 | 04:01 PM Viewed: 4/13/2020 | 09:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Deborah Feng DebF@cupertino.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign EHDD Accounting accounting@ehdd.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/10/2020 | 04:01 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, EHDD (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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