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16-031 CSG Consultants, Inc., Master Agreement for Consultant Construction Management Services on Various Capital Improvement ProjectsFIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CSG CONSULT ANTS. INC, FOR CONSULTANT CONSTRUCTION MANAGEMENT SERVICES ON VARIOUS CAPITAL IMPROVEMENT PROJECTS This First Amendment to Agreement between the City of Cupertino and CSG Consultants , Inc ., for reference dated March 27 , 2018 is by and between the CITY OF CUPERTINO , a municipal corporation (hereinafter "City") and CSG Consultants , Inc., a California corporation ("Consultant") whose address is 550 Pilgrim Drive, Foster City, CA 94404, and is made with reference to the following: RECITALS: A. On 4/1/2016 , an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Construction Management Services. The agreement will expire on 3/31 /2018. B. The Agreement and the First Amendment are collectively referred to as the "Agreement" unless otherwise indicated. C . City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows : 1. TERM Paragraph 1 of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date of the original agreement was executed and shall terminate on December 31 , 2018 unless terminated earlier as set forth herein. 2 . HOLD HARMLESS Paragraph 12 of the Agreement is modified to read as follows: 12. INDEMNIFICATION 12 .1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel , Consultant agrees to indemnify , defend, and hold harmless the City , its City Council , boards and commissions, officers , officials , employees , agents, servants, volunteers and consultants ( collectively, "Indemnitees "), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify , defend , and hold harmless Indemnitees from and against any and all liability , claims, actions, causes of action , demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively, "Liability"), that arise out of, pertain to , or relate to the negligence , recklessness , or willful misconduct of Consultant, its officers , officials , employees, agents or Subconsultants. Such Page I of3 First Amendment to CSG C onsultants, Inc. Ma ste r A g reement for C M Servi ces (2 016-2 018) r- costs and expenses shall include re a sonable attorney fees for legal counse l of City's choice, expert fees , and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional wi ll provide its immediate and active cooperation and assistance to the City, at no additional cost to the City , in ana lyz in g, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights , which arises out of, pertains to, or relates to Consultant's negligence, recklessness , or wi llful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "a" and "b" above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions , causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pertaining to , or relating to the performance of this Agreement by Design Professional, its employees, officers , officials, agents or subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City 's confidential and proprietary information. 12.2 Consultant wi ll assist City , at no additiona l 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 cla im s, 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. 12.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 12.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant 's indemnification duties , including reasonable attorney fees, fees for legal counsel acceptable to City , expe1i fees , and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights , City may deduct money from Consultant 's payments to cover moneys due to City. Section 12 survives expiration or termination of this Agreement. 3. INSURANCE Paragraph 13 of the Agreement is modified to read as follows: 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, Page 2 of3 First Amendment to CSG Consultants, Inc. Mas ter Ag reement for CM Services (2016-2018) 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 4. Except as expressly modified herein , all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. · ::T:czERrfki a I David Bnmdt, City Manag" Date 03 ·a&· 18 Grace Schmidt, City Clerk L{ r 2---/ J EXPENDITURE DISTRIBUTION PO #2016-499 Encumbered by Service Order Original Amount $800,000 Amendment #1: $0 Total: $800,000 Page 3 of3 First Amendment to CSG Consultants, Inc. Master Agreement for CM Services (2016-2018) EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City . INSURANCE POLICIES AND MINJMUMS REQUIRED I. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations , products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a genera l 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 exce ss insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City 's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease . D Not required Consultant has provided written verification of no employee s. 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 fonn: 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 T he aforementioned insurance shall be endorsed and have all th e following conditions and provisions: Ex h. D-fn suran ce Require ments for Design Prof ess ionals & Co nsultants Co ntracts Fo rm Up dat ed Feb. 201 8 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 IO (11/ 85) or both CG 20 10 and CG 20 3 7 forms, if later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation 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 Insured s; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City . Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance ce1tificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modi fy 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. Ex h. D-lnsuran ce Requirements for Des ign Professionals & Co nsultants Co ntracts Form Upda ted Feb. 20 I 8 2 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED HIRED NON-OWNEDAUTOS ONLY AUTOS AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3/27/2018 Arthur J. Gallagher & Co.Insurance Brokers of CA, Inc. LIC #07262931255 Battery Street, Suite 450San Francisco CA 94111 CSG Consultants, Inc.550 Pilgrim DriveFoster City, CA 94404 American Fire and Casualty Company Arch Insurance Company West American Insurance Company Berkshire Hathaway Homestate Insurance 24066 11150 44393 20044 415-536-8617 415-536-8627 CSGCONS-01 874196608 C Y Y BKW(18)57695795 12/4/2017 12/4/2018 1,000,000 500,000 5,000 1,000,000 2,000,000 2,000,000 X X X A Y Y X BAA(18)57695795 12/4/2017 12/4/2018 1,000,000 A X X X 0 USA(18)57695795 12/4/2017 12/4/2018 5,000,000 5,000,000 D N CSWC821833 12/4/2017 12/4/2018 X 1,000,000 1,000,000 1,000,000 B Professional Liabilityretro date: 1/1/1991 PAAEP0008802 12/4/2017 12/4/2018 Each ClaimAggregateDeductible: $5,000,000$5,000,000$50,000 RE: Master Agreement for Consultant Construction Management Services on Various Capital Improvement Projects dated from 4/1/16 to4/17/18. The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are included as additionalinsureds on GL & Auto with Waiver of Subrogation and 30 Day Notice of Cancellation per attached. 30 Day Notice of Cancellation onProfessional per attached. Additional Insured status and 30 Day Notice of Cancellation on WC is not available. City of Cupertino10300 Torre AveneCupertino CA 95014USA THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER MASTER AGREEMENT PO#: 2016-499 Maximum Compensation: $800,000.00 Agreement Term: March 31, 2018 Approval by: Consultant: Project Description: City Cow1cil Item No .16 CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Contact: Nourdin Khayata Service Order No.: G) Account No.: 270-85-821-900-990 Date: March 15, 2016 Phone: 650-522 -250 0 Project Name: Storm Drain Improvements-Foothill Bouevard and Cupertino Road-Rebid Project# 2017-10 C!JDescription: Supplemental funding for Consh·uction Management services for the Storm Drain Improvements at Foothill and Cupertino Project including Ta sks 1 through 5, as defined in the executed Mas ter Agreement. DA1.tachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Deparhnent: Public Works City of Cupertino CSG Consultants, Inc. Project Manager: Jolm Raaymakers Page 1 of2 Service Order No. 9 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER Fiscal/Budget Master Agreement Maximum Compensation: Previously Encumbered on Master Agreement: ENCUMBERED: Acct. II 420-99-027-900-905-ST 014-03-02 -Comp. SO Ill Pasadena Pub. Impr. ENCUMBERED: Acct.II 420 -99-042-900-905-SD 004-03 -02 -Comp. SO 112 Storm Drain -NFB & Cup ENCUMBERED : Acct.# 270-90-976-900-905-ST 009-03-02 SW Construct-McClellan Rd ENCUMBERED: Acct.II 270-90-976-900-905-ST 009-03-02 SW Consh·uct-McClellan Rd ENCUMBERED: Acct. II 420-99-027-900-905-ST 014-03-02 -Comp. SO 115 P asadena Pub. Impr. ENCUMBERED: Acct. II 270 -90-976 -900-905-ST 009-03-02 -Comp. SO 116 McClellan SW Improve 2 ENCUMBERED: Acct.II 270-85-821-900-990 Comp. SO II 7 Regnart Road Slope Stabilization ENCUMBERED: Acct.11420-99-041-900-905-ST 021-03-02 SOIIS Retain Wall Replacement-Regnart f< Total Previously Encumbered to Date: Current Unencumbered amount in MA: ENCUMBRANCE: ENCUMBER: Acct.11210-99 -042-900-905-SD 00 4-03 -02 SOll9 NFH & Cup Storm Total Encumbered to Date including this SO: Master Agreement Balance: Contract Manager: Date: 2-15-18 APPROVALS for Consultant: ~Afi Dfrecto,ofPublkWmks, #~ D a te : 2 /; 6 ,bf Date: 2-15-18 I Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the a bove contract as estima ted and that fund are available as of this date of signature. City Finance: Date: :"{ ?r>{ I ? Amount $800,000 $70,880 $97,640 $20,020 $2,000 $19,120 $146,660 $53,540 $49,800 $459,660 $340,340 $10,000 $469,660 $330,340 City of Cupertino CSG Consultants, Inc. Page2 of 2 Service Order No. 9 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER MASTER AGREEMENT PO #: 2016-499 Maximum Compensation: $800,0 00.00 Agreement Term: March 31, 2018 Approval by: Consultant: Project Description: Project Name: D Description: City Council Item No. 16 CSG Consul tan ts, Inc. 550 Pilgrim Drive Foster City, CA 94404 Contact: Nourd in Khayata Retaining Wall Replacement-Regnart Road Project # 2017-12 Service Order No.: 8 Account No.: 270-85-821-900-990 Date: March 15, 2016 Phone: 650-522-2500 [OAttachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works City of Cupertino CSG Consultan ts, Inc. Project Manager: John Raaymakers Page 1 of 2 Service Order No. 8 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER Fiscal/Budget Master Agreement Maximum Compensation: Previously Encumbered on Master Agreement: ENCUMBERED: Acct. # 420-99-027-900-905-ST 014-03-02 -Comp. SO #1 Pasadena Pub. Impr. ENCUMBERED: Acct.# 420-99-042-900-905-SD 004-03-02 -Comp . SO #2 Storm Drain -NFB & Cup ENCUMBERED: Acct.# 270-90-976-900-905-ST 009-03-02 SW Construct-McClellan Rd ENCUMBERED: Acct.# 270-90-976-900-905-ST 009-03-02 SW Construct-McClellan Rd ENCUMBERED: Acct. # 420-99-027 -900-905-ST 014-03-02 -Comp. SO #5 Pasadena Pub. Impr. ENCUMBERED: Acct. # 270-90-976-900-905-ST 009-03-02 -Comp . SO #6 McClellan SW Improve 2 ENCUMBERED: Acct.# 270-85-821-900-990 Comp. SO # 7 Regnart Road Slope Stabilization Total Previously Encumbered to Date: Current Unencumbered amount in MA: ENCUMBRANCE: ENCUMBER: Acct.# 420-99-041-900-905-ST 021-03-02 Retain Wall Replacement-Regnart Rd Total Encumbered to Date including this SO: -Master Agreement Balance: Contract Manager: (L_IIL Date: 'l-C-1 J APPROVALS Consultant &{("?)~-Date: 09-01-17 Director of Public Works:~ Date: J }"7 /J 7 r' ' Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are avai lable as of this date of signature. City Finance: Date: Amount $800,000 $70,880 $97,640 $20,020 $2,000 $19,120 $146,660 $53,540 $409,860 $390,140 $49,800 $459,660 $340,340 City of Cupertino CSG Consultants, In c. Page 2 of 2 Service Order No . 8 ~ CSG CON SULTA N TS ~ August 25, 2017 John Raaymakers, P.E Public Works Project Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Re: Construction Management Services Regnart Retaining Wall Project 550 Pilgrim Drive Foster City, CA 94404 phone 650.522 .2500 f ax 650.522 .2599 www.csgengr.com CSG Consultants, Inc. (CSG) is pleased to present this proposal to provide construction management services for the above referenced project. For this project, CSG proposes Nou rdi n Khayata, PE, as the Resident Engineer . He brings over 26 years of vast construction management and municipal engineering experience to this project. He has served as the resident engineer on many projects including roadway reconstruction and rehabilitation, highways and freeway interchanges, drainage and utilities as well slope stabilization and retaining walls, Mr. Khayata will be responsible for the overall management for the project and contract administration . Providing inspection services will be Cesar Caronon gan. He brings over 27 years of design and construction experience, including performing construction inspection for the City of Soledad and site in spections for Caltrans District 4 . We understand the project construction duration is 40 calendar days with some additional time devoted to preconstruction and project close out. CSG stands ready to provide the construction management and inspection services for this project. Provided · below is the proposed fee. We anticipate th_e Resident Engineer to be part time for the duration of the project with 4 hours for pre-construction and 16 hours for post construction and close out. The inspector will be full time (8 hours/day) for the project duration . He will also have 16 hours for punch list work and project close out. This estimate is based on 40 calendar days and assumes no overtime or weekend work. r,( ,~l.~-~.fin,,:-+'*'t~~fs&\lf Hourly • ,,,~Pre tt;;.,~,11i.tili·,); ?·J i,::,~~~os n ./;)) r.:"'., Employee 'f;;Lt~: "' f\ "---,,, )'_' ({',->a"''-~ Construction ""l!lY."'i \';", ,'. ·:,! .,. ·:.~~''''l'~1.il.,-\5?._*J1 'i<. Rate :I~ Cc:mstructlon wJi:;>:,, r. , _.,:';, ·'4:" lf· Construct '.'!'c~fff i~::ii~;; .... ,;~ Nourdin Khayata, PE $170 4 60 16 $13,600 Resident Engineer Cesar Caronongan $120 4 240 16 $31,200 Inspector Material Testing $5,000 TOTAL COST $49,800 We look forward to working with the City of Cupertino. If you have any questions, please contact me at 650 522- 2524. Sincerely,../ '"5;'.'4 '"'--- _,/p ~Ly'c_-~--- Nourdin Khayata Vice President, Construction Management 550 Pilgrim Drive, Foster City, CA 94404 phon e (650) 522-2500 I fax (650) 522-25 99 I www.csgengr.com CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER MASTER AGREEMENT PO#: 2016-499 Service Order No.: 3 Maximum Compensation: $800,000.00 Account No.: 270-90-976-900-905-ST 009-03-02 Agreement Term: March 31, 2018 Approval by: Consultant: Project Description: Project Name: 0Description: Compensation Tasks 3&4 Tasks Task 6 City Council Item No.16 CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Contact: Nourdin Khayata Sidewalk Construction-McClellan Road Project # 2016-20 Date: March 15, 2016 Phone: 650-522-2500 Construction Management services for the Sidewalk Construction-McClellan Road Project including Tasks 3 through 5, as defined in the executed Master Agreement. Additional Services (Task 6) may be added on an as-needed basis. Project consists of the installation of sidewalk, curb, gutter, and park strip. In addition, the scope includes the construction of curb ramps and driveways and all pertinent work and incidentals required to complete the work as described in the project documents. Construction Phase $18,380 Inspection & Testing Post-Construction Phase $1,640 Additional Services* TBD Total -Not to Exceed $20,020 *requires prior written authorization DAttachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works City of Cupertino CSG Consultants, Inc. Project Manager: John Raaymakers Page 1of2 Service Order No. 3 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER FiscaVBudget Master Agreement Maximum Compensation: Previously Encumbered on Master Agreement: ENCUMBERED: Acct.# 420-99-027-900-905-ST 014-03-02 -Comp. SO #1 Pasadena Pub. Impr. ENCUMBERED: Acct.# 420-99-042-900-905-SD 004-03-02 -Comp. SO #2 Storm Drain-NFB & Cup Total Previously Encumbered to Date: Current Unencumbered amount in MA: ENCUMBRANCE: ENCUMBER: Acct.# 270 -90-976-900-905-ST 009-03-02 SW Construct-McClellan Rd Total Encumbered to Date including this SO: Master Agreement Balance: Contrnd Mmage" 9L ft_ Date: 7-z?~/ep APPROVALS Consultant: Date: 7-l5. /6 Director of Pu · Date: z(?a u ~ Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature. City Finance: Date: Amount $800,000 $70,880 $97,640 $168,520 $631,480 $20,020 $188,540 $611,460 City of Cupertino CSG Cons ultants, Inc. Page 2 of 2 Service Order No. 3 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTIO N MANAGEMENT ON VARIO US PROJECTS SERVICE ORDER MASTER AGREEME N T PO#: 2016-499 Service O rder No.: 2 Maximum Co m pen sation: $800,000.00 Ac count N o.: 420-99-042-900-905-SD 004-03-02 Agreement Term: March 31, 2018 Approval by: Consultant: Project Description : Project Name: ~Description: Compensation Tasks 1&2 Tasks 3&4 Task5 Task 6 City Council Item No. 16 CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Contact: Nourdin Khayata Date: March 15, 2016 Phone: 650-522 -2500 Storm Drain Improvements -Foothill Boulevard and Cupertino Road Project # 2017-l 0 Construction Management services for the Storm Drain Improvements at Foothill and Cupertino Project including Tasks 1 through 5, as defined in the executed Master Agreement. Additional Services (Task 6) may be added on an as-needed basis. Project consists of the installation of approximately 1000' of 18" storm pipe, manholes, and drain inlets, and all pertinent work and incidentals required to complete the work. Pre-Construction & Bid Phase $4,160 Construction Phase $84,280 Inspection & Testing Post-Construction Phase $9,200 Additional Services* TBD Total -Not to Exceed $97,640 *requires prior written authorization D Attachrnent A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works City of Cupertino CSG Cons ultants, Inc. Project Manager: John Raaymakers Page 1of2 Service Order No. 2 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER Fiscal/Budget Master Agreement Maximum Compensation: Previously Encumbered on Master Agreem ent: ENCUMBERED: Acc t.# 420-99 -0 27-900-905-S T 014-03-02 -Comp. SO #1 Pasadena Pub. lmpr. Total Previously Encumbered to Date: Current Unencumbered amount in MA: ENCUMBRANCE: ENCUMBE R: 42 0-99-042 -900-905-SD 004-0 3-02 -Comp. SO #2 Storm Drain -NFB & Cup Total Encumbered to Date including this SO: Master Agreement Balance: Contrnct Managec 9,L / L Date: 6 -/~ -/c.e APPROVALS Consulrant ~6 Date: £-/3-/t Director of Public Works: ~ Date: &h-~ / ( [,, Appropriati on Cer ti fication: I h ereby certify that an unex pended appropriation is available in the above fund for the above contra ct as estimated and tha t fund are available as of this date of signah ue. City Finance: Date: Amount $8 00,000 $70,880 $70,880 $729,120 $97,640 $168,520 $63 1,480 City of Cupertino CSG Consultants, Inc. Page 2 of 2 Service Order No. 2 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER MASTER AGREEMENT PO#: 2016-499 Service Order No.: 1 Maximum Compensation: $800,000.00 Account No.: 420-99-027-900-905-ST 014-03-02 Agreement Term: March 31, 2018 Approval by: Consultant: Project Description: Project Name: 0 Description: Compensation Task2 Tasks 3 &4 Tasks Task6 City Council Item No. 16 CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Contact: Nourdin Khayata Pasadena A venue Public Improvements Proj ect# 2016-13 Date: March 15, 2016 Phone: 650-522-2500 Construction Management services for the Pasadena Public Improvem ents Project including Tasks 2 through 5, as defined in the executed Master Agree ment, Exhibit A Additional Services (Task 6) may be added on an as -needed basis. Project consists of the installation of curb, gutter, sidewalk, curb ramps, park strips, and drainage elements to close sidewalk gaps along Pasadena Avenue between Granada and Olive, and all pertinent work and incidentals required to complete the work. Bid Phase $7,280 .00 Construction Phase $52,000.00 Inspection & Testing Post-Construction Phase $11,600 Additional Services* TBD Total-Not to Exceed $70,880 *requires prior written authorization D Attachment A: liin its entirety, as d escribed in the Contract Documents City Project Management Managing Department: Public Works City of C upertino CSG Con s ultants, Inc. Project Manager: John Raaymakers Page 1of2 Service Order No. 3 CITY OF CUPERTINO FOR CSG CONSULTANTS, INC. CONSULTANT SERVICES AGREEMENT FOR CONSTRUCTION MANAGEMENT ON VARIOUS PROJECTS SERVICE ORDER Fiscal/Budget Master Agreement Maximum Compensation: Previously Encumbered on Master Agreement: ENCUMBERED Total Previously Encumbered to Date: Current Unencumbered amount in MA: ENCUMBRANCE-I ENCUMBER: Acct.# 420-99-027-900-905-ST 014-0 3 -0 2 -Comp . SO IJl Pasadena Public Improve Total Encumbered to Date including this SO: Master Agreement Balance: Date: ,5~ 31-/CP APPROVALS Consultant: Date: 5-lS -/6 Date: /:;(z/ /Ca Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature. City Finance: Date: Amount $800,000 $0 $0 $8 00,000 $70,880 $70,88 0 $729,12 0 City of Cupertino CSG Cons ultants, Inc. Page 2 of 2 Service Orde r No. 3 MASTER AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CSG CONSULTANTS, INC. FOR CONSUL TANT CONSTRUCTION MANAGEMENT SERVICES ON VARIOUS CAPTIAL IMPROVEMENT PROJECTS THIS MASTER AGREEMENT, for reference dated April 1, 2016 , is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and CSG Consultants, Inc., a California corporation whose address is 550 Pilgrim Drive, Foster City, CA 94404 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for Construction Management Services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on March 31, 2018 unless terminated earlier as set forth herein. 2. SCOPE OF SERVICES Consultant shall provide services under this Master Agreement on an "as needed" basis and as set forth in, Exhibit A, Scope of Services, and as specifically defined in a fully executed Service Order as set forth in Exhibit B, Service Order Process; both Exhibits which are attached hereto and incorporated herein by this reference. The City has sole discretion to authorize any Service Order and has no obligation to do so under this Master Agreement. City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 1of12 3. SCHEDULE OF PERFOMRANCE: All Consultant services under this Master Agreement shall be completed on or before the end of the Master Agreement Term. Each authorized Service Order shall include its own defined Schedule of Performance. In no case shall any Service Order's schedule of performance • extend beyond the Master Agreement Term. 4. CONSULT ANT COMPENSATION: The maximum compensation to be paid to Consultant under this Master Agreement shall not exceed EIGHT HUNDRED THOUSAND DOLLARS ($800,000). The rate of payment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. No payment shall be made under this agreement unless authorized by a fully executed Service Order, Exhibit B. The sum of all Service Orders authorized shall not exceed the maximum compensation for this Master Agreement as defined above. 5. METHOD OF PAYMENT: The method of payment for services performed under this agreement is set out in Exhibit C, titled "Method of Payment", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each authorized Service Order, clearly stating; the total Contract amount, amount paid to date, the work performed and percent complete, and amount due. All requests for payment from Consultant to City shall be addressed to the City to: Attention: John Raaymakers, Public Works Project Manager City of Cupertino 10300 Torre Ave. Cupertino CA 95014 6. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 7. STANDARD OF CARE: Consultant agrees to perform a 11 services hereunder in a manner commensurate with the practice of a professional that specializes in performing professional services of a like nature and complexity, and agrees that all services shall be performed by similarly qualified and experienced personnel who are not employed by the City nor have any contractual City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 2of12 relationship with City. 8. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service statUs or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 9. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 10. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 11. PROJECT COORDINATION CITY: The Director of Public Works, or designated agent, shall be representative of City for all purposes under this Agreement. John Raaymakers, Public W arks Project Manager, is hereby designated as the Director of Public Works' agent and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Executive to have overall responsibility for the progress and execution of this Agreement for the Consultant. If, City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 3of12 subsequent to the execution of the Agreement, circumstances or conditions require a substitute Consultant Project Executive for any reason, the proposed replacement Consultant Project Manager shall be subject to the prior written acceptance and approval of the City Director of Public Works or the above named designated agent.. The designated Consultant Project Executive for the Agreement term shall be N ourdin Khayata. 12. ,HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 4of12 13. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: City of Cupertino (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other . Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence ( 4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 5of12 B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 14. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form or Statement of Economic Interest (Form 700) if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700, et seq. of the California Code of Regulations. 15. PROHIBITION AGAINST TRANSFERS: 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 City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 6of12 consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 16. SUBCONSULTANT APPROVAL: Unless prior written consent from City is obtained, only those people and subconsultants whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subconsultants, such subconsultants shall be required to furnish proof of workers' compensation insurance and shall also be required to carry, at a minimum, general, automobile and professional liability insurance equal to the insurance maintained by the Consultant as required by this agreement. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 17. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 18. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 7of12 (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or ( 4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Documents shall be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 19. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees during normal business hours, and gives City the right to examine and audit same, and to make transcripts there from as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 20. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 8of12 All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: John Raaymakers, Public Works Project Manager All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Attention: Nourdin Khayata 21. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. The City shall notify the Consultant of such default ,in writing, specifying the nature of such default and the steps necessary to cure such default, If, after receipt by Consultant, such default is not cured within the time specified, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 22. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. A. PREVAILING WAGES: To the extent applicable, Contractor shall comply with the City's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. B. WORKING DAY: To the extent applicable, Contractor shall comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, must be compensated as overtime, at not less than 1112 times the basic rate of pay. City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 9of12 C. PAYROLL RECORDS: To the extent applicable, Contractor shall comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with this Agreement. The Payroll Records shall be made available for inspection as provided in California Labor Code Section 1776. D. APPRENTICES: To the extent applicable, Contractor shall comply with California Labor Code Section 1777.5 regarding apprentices. 23. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. 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.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 24. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 25. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 10of12 GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 26. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 27. REPRESENTATION OF AUTHORITY: The person executing this agreement on behalf of the CONSULTANT does hereby represent and warrant that the CONSULT ANT is a sole proprietor in the State of California and has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement. 28. CAPTIONS: The captions 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. City of Cupertino Consultant Master Agreement CSG Consultants, Inc. (2016-2018) Page 11of12 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CSG CONSULT ANTS, INC. A California Corporation Title {fl.Rf,fl\A'( Tax I.D. No.: 'fl~~0537'R Address: 550 Pilgrim Drive Foster City, CA 94404 City of Cupertino CSG Consultants, Inc. (2016-2018) CITY OF CUPERTINO A Munici I Corporation Date APPROVED AS TO FORM: ( Grace Schmidt, City Clerk Contract Amount: Page 12of12 Consultant Master Agreement EXHIBIT A SCOPE OF SERVICES The CONSULTANT shall provide certain Construction Management services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 11, PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER, Exhibit B. SECTION 1-GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY's Public Works Director or authorized Agent. B. The CONSULT ANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULT ANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager. SECTION 2. BASIC SERVICES The Consultant shall provide Construction Management services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. A. General Performance Requirements City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page 1of9 EXHIBIT A SCOPE OF SERVICES 1. The performance of all services by CONSULT ANT 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. CONSULT ANT 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 minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULT ANT 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. During the course of work of an assigned PROJECT, CONSULTANT shall meet weekly with CITY' s assigned project manager for the respective construction projects to provide an update on the current status of the construction project. CM will provide the CITY' s assigned project manager with a summary report. B. CONSULTANT shall effectively manage the assigned construction projects for the efficient, progressive, and proactive delivery of each construction project. For each assigned construction project, the CONSULTANT may provide any or all of the following tasks and subtasks under Section 2, as is required for each specific project. C. TASKS Consultant services for any assigned project under this Master Agreement may include, but is not limited to the following tasks: Task 1 -Pre-Construction Phase -work shall include but is not limited to the following: 1) Conduct a constructability review of the construction documents (50%, 95% and 100%) for the various projects. Provide a written report with recommendations for changes. 2) Cost Estimate review and value engineering for various projects. Provide a written report with recommendations. 3) Utility coordination for projects. Work shall include a survey of existing utilities, the development of utility service plan for new and existing structures, coordinating with City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page 2 of 9 EXIDBITA SCOPE OF SERVICES consultant preparing the project plans and making application to the utility companies for service. 4) Assist with the building permit approval process. Work shall include but is not limited to coordinating with design consultant and building department to receive an approved building permit. 5) Assist with the review and approval process for other permits and regulatory requirements. Work shall include but is not limited to coordinating with design consultant, city staff, and regulatory agencies to apply for and secure approved permits and authorizations as needed. 6) Assist with the development and conducting of public outreach programs to assist in providing public information regarding project. 7) Assist with grant administration during the project. Task 2 -Bid Phase -work shall include but is not limited to the following: 1) Conduct a pre-bid Conference with prospective Bidders. 2) Assist with the issuing of Addendums. 3) Assist in the development of bidders' interest in a project. 4) Review bid documents and assist the CITY in evaluation of bidders Statement of Qualifications for responsible low bidder and assist in analyzing bid protest as may be necessary. 5) Tabulation and evaluation of bid results. Assist in the evaluation of bid alternatives and make recommendations on award. 6) Assist in review and processing of substitution submittals during bid and construction phase. Task 3 -Construction Phase -work shall include but is not limited to the following: 1) Administration and Coordination of Construction Contract: CM will provide administrative, construction management and related services necessary to administer the Construction Contract on each assigned project. CM's services shall include but are not limited to the following: a. Scheduling, coordinating and conducting pre-construction and construction meetings; recording, maintaining and distributing minutes thereof. b. Prior to start of project construction the CM and CITY will come to agreement on the format for all project records to be kept and turned over to the CITY at the completion of the project. Documents may be hard copies and/or electronic. CM will make recommendations on programs to be used for tracking and other record keeping needs. c. Develop and implement a procedure for the submittal and processing of submittals with the design consultant. This shall include preparing and updating logs. Provide preliminary review for completeness and general City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page 3 of 9 EXIDBITA SCOPE OF SERVICES compliance of submittals that are to be reviewed by the design consultant. Provide review and response for submittals that do not involve the design consultant (such as Safety Plan, Fire Protection Plan). Sign and date such submittals with response: Reviewed or Revise and Resubmit. d. Develop and implement a procedure for the submittal and processing of substitution requests with the CITY and the design consultant. This shall include preparing and updating logs. e. Develop and implement a procedure for timely handling and disposition of the Contractor's request for information (RFI) or clarifications with the design consultant. This shall include preparing and updating logs. f. Establish and implement procedures for the timely transmittal and receipt of communications, drawing and other information between CM, design consultant and the Contractor relating to construction of the project. g. Develop and implement a procedure for the timely submittal, processing and tracking of Contract Change Orders (CCO), Request for Price Quote (RPQ), etc. with the CITY. This shall include preparing and updating logs. h. Coordinate and maintain a project directory for the project, with emergency contact information. i. Review the Contractor1 s comprehensive schedule that establishes a base line and reports the status and progress of the project. The schedule should include details such as milestones and key activities to track project progress. Review the Contractor's three week look ahead schedule. Verify that schedules conform to the construction contract documents. j. Work with CITY and Contractor to maintain use of existing facilities that are affected by the construction, to minimize the disruption to the existing facilities and to have their continued use during the construction of the project. This includes all phase of construction and delivery of materials. 2) Monitoring of construction costs and progress payments, CM services shall include but are not limited to the following: a. Provide and maintain project level reports for budgeting and contingency tracking; contract payment status; cash flow forecasting and analysis; grant documentation; and other financial reporting as necessary to support the CITY' s accounting needs. CM shall maintain records reflecting the actual costs for activities completed or in progress, including records relating to work performed on a unit cost basis and additional work performed by the Contractor on a time and materials basis. CM shall monitor and advise the CITY of costs pertaining to potential, pending and completed changes; and potential or pending claims. b. Develop a procedure for submittal, review and processing of the progress payments to Contractor, along with associated forms and reporting systems. CM shall review progress payment applications and work with Contractor to achieve agreement on the progress payment amount. CM will verify that the /1 as built" check set of plans by the Contractor are updated prior to approval of progress City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page4of9 EXHIBIT A SCOPE OF SERVICES payment being submitted to the CITY. CM will require Contractor to provide a conditional waiver and release for progress payments and a final release and waiver for the final payment. CM will certify that the data in each application for progress payment is to the best of CM' s knowledge, information and belief, the work has progressed to the point indicated in the application for progress payment and the quality of the work is generally in accordance with the contract documents. CM's review of application for progress payment shall be undertaken and completed in a timely manner so that the CITY can meet its obligations to make progress payment due Contractor within the time permitted by applicable law without incurring interest liability or other penalties/liabilities. CM shall also verify the progress payment satisfies any grant requirement. 3) Substantial completion and final completion, CM services shall include but are not limited to the following: a. Consult with the design consultants and CITY to jointly ascertain the achievement of substantial completion of the project. If upon inspection of the project substantial completion has not been achieved, the CM will assist the design consultant in noting the conditions of the work and the measures necessary for the Contractor to achieve substantial completion. Upon determining that the Contractor has achieved substantial completion the CM will coordinate the CITY' s and design consultant's final inspection of the work to note punch list items to be completed by the Contractor as a condition to achieve final completion. b. Assist the CITY in issuing a certificate of substantial completion and final completion, as applicable. 4) Progress Records, CM services shall include but are not limited to the following: a. Maintain records of the progress of construction of the project, including written progress reports and photographs reflecting the status of construction and percentage completion of the project. CM will maintain daily records during construction of the project showing weather conditions, personnel of the Contractor and Subcontractor at the site, work accomplished, problems encountered and other matters materially affecting the project, completion of the project or construction cost to complete construction of the project. CM shall maintain project records for test results and special inspection results. b. Provide monthly progress reports on the project. 5) Site observations of project, CM services shall include but are not limited to the following: a. CM shall be on-site during construction of the project and substantially at all times during which there are construction activities at the site. CITY and CM may agree to the amount of time required to be at the site for observation, however this does not relieve the CM from the requirement of having knowledge of the status of the work. b. Coordinate testing, lab services and inspections, this includes by outside firms. City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page 5 of 9 EXHIBIT A SCOPE OF SERVICES CM will work with the Building Department for permit inspections coordination and final approvals of permit. Provide testing and test results by testing firm acceptable to CITY. Such testing services shall be a reimbursable expense as described in Task 5. c. Maintain at the site the following documents at a minimum: Contract, Drawings, Specifications, approved Change Orders, Submittals, building permit, SWPPP and associated testing or monitoring documentation, other permits, applicable codes, rules and regulation and other written or electronic materials relating to the project. d. CM will endeavor to guard the CITY against defects and deficiencies in construction and workmanship of the project on the basis of its site observations, and a quality control program established and implemented hereunder to monitor construction workmanship for conformity: 1) accepted industry standards; 2) applicable laws, codes, regulations, ordinances or rules: 3) and the requirements of the construction documents. e. CM shall reject work whenever in the ordinary course of discharging its services the CM discovers or observes patent conditions of defective or deficient construction and workmanship which as or may have an adverse impact upon the project's life-safety systems or operations, structural elements or integrity of the safety of persons or property. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing. CM' s responsibilities hereunder shall be limited to defective or deficient work or an apparent or patent nature. f. Review the Contactor safety program and the requirements of the construction documents and applicable law. CM shall monitor the Contractor's compliance with safety programs and advise the CITY of measures, if any, necessary or appropriate to obtain the Contractor's compliance. By undertaking the obligation hereunder, CM shall not be deemed to have assumed responsibility of the adequacy or sufficiency of safety programs implemented by the Contractor, but the CM is responsible for verifying that the Contractor has established a safety program, that the safety program established by the Contractor is in compliance with applicable law, rule or regulation and that the Contractor has implemented its safety program. g. CM shall promptly notify the CITY in writing of all CM observed instances of Contractor's failure to comply with applicable safety requirements. If in the course of performing services during the construction, the CM observes a safety violation or other unsafe condition on or about the site or surrounding area which have a immediate or potential or actual adverse effect on life or property, the CM is authorized, without prior notice to the CITY or prior directive by the CITY, to take all actions deemed necessary and appropriate by the CM under the then existing circumstances to prevent such actual or potential adverse effect. h. CM shall become familiar with all CEQA documents and permit requirements City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page 6 of 9 EXHIBIT A SCOPE OF SERVICES from other agencies having jurisdictions over the site or work that will affect the project and the construction site. CM shall be responsible for monitoring all aspects of the project as it relates to the requirements. CM shall monitor the Contractor's compliance with all requirements of the CEQA documents and permits by other agencies. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing if Contractor is not following all requirements. 6) Contract Change Order (CCO) processing, CM services shall include but are not limited to the following: a. Coordinate and disseminate correspondence, drawings and other written materials by and between the Contractor, the CITY and the design consultants relating to changes to the project. CM will coordinate the Contractor's performance of changes authorized by the CITY. CM shall maintain a log or other written records to monitor the pendency and disposition of change and CCOs to keep the CITY advised of the status of the same and the actual or potential impact of any particular change or CCO or the cumulative effects thereof on the construction cost or time for completion of construction of the project. b. Assist the CITY and design consultant in evaluation of requests for the Contactor for issuance of CCOs, assist in negotiations with the Contractor relative to the CCOs proposals and the adjustment of the contract price or the contract time under the construction contract. CM will make recommendations to the CITY and the design consultant for handling and disposition of the Contractor's proposal relative to the changes. If a change to the construction contract is approved or authorized by the CITY, CM will assist the CITY and the design consultant in the preparation of a CCO reflecting such approved or authorized change to the construction contract. The CM is not authorized, without the prior consent and approval of the CITY, to effectuate or authorize any change to the work of the project. The CM shall be liable to the CITY for all direct and consequential costs, losses or damage resulting from the CM' s direction or authorization of effectuate a change to the work of the project without the prior direction and authorization by the CITY. 7) Claims handling, CM service shall include but are not limited to the following: a. Assist the design consultant in the review, evaluation and processing of claims asserted by the Contractor; CM will make recommendations to the CITY as to merit, handling and disposition of Contractor's claims. Except in the event that the CM is alleged to have caused or contributed to the circumstances giving rise to a Conh·actor claim or other Contractor demand for compensation, services of the CM to prepare documentation or provide testimony in a mediation, arbitration or judicial proceeding arising out of such a claim or demand for compensation shall be deemed additional services. If the CM is alleged to have caused or contributed to a Contractor claim1 the CM's claims handling services, City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page7of9 EXHIBIT A SCOPE OF SERVICES including without limitation, claims analysis, assistance in preparing briefs/graphic materials in connection with negotiations or dispute resolution proceeding relating to a Contractor claim shall be deemed part of the CM' s basic services under this agreement. 8) CM equipment, CM shall provide the following equipment necessary to carry out CM duties: a. Provide all equipment, furnishings and other items necessary to complete the services required for the project. Including without limitation, trailer, computers, related hardware, software, vehicles, cell phones, office equipment and copiers. Task 4 -Inspections and Testing-work shall include but is not limited to the following: 1) CM shall conduct routine inspection of the construction work over the course of construction to ensure compliance of the work with the construction contract, including all drawings and specifications. 2) CM shall monitor the contractor's compliance with required Regulatory Agency Permit inspections and advise CITY of coordination problems and Contractor's compliance with permit/inspection requirements. 3) CM shall engage the necessary subconsultants to perform the necessary inspections and testing as required for the project. CM shall schedule and coordinate with the contractor and subconsultant for the necessary testing and inspection for the project. 4) Compensation to the CM for inspections and testing by subconsultant shall be for the actual billed amount only, no mark up or overhead will be allowed for these subcontracted services. CM shall bill monthly for actual inspections and testing completed. CM shall attach copies of subconsultants' invoice for verification of cost being billed. Task 5 -Post-Construction Phase -work shall include but is not limited to the following: 1) Contractor closeout document review, CM services shall include but are not limited to the following: 2) Receive from the Contractor the closeout documents and items to be submitted by the Contractor under the terms of the Construction Contract upon completion of its obligations under the Construction Contract. The CM shall review each Contractor's closeout submittals to determine conformity with the requirements of the Construction Contract. If the CM determines that any Contractor's closeout submittals are not in conformity with requirements of the construction contract, the CM shall make recommendations to the CITY for measures to secure compliance with the requirements of the construction contract. The CM shall deliver to the CITY all of the Contractor's closeout submittals, including the Contractor's as-build drawings which the CM shall City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page 8 of 9 EXIDBITA SCOPE OF SERVICES transmit to the design consultant for preparation of the record drawings. The CM shall monitor the design consultant's preparation and completion of the project record drawings prior to delivering to the CITY. 3) Within thirty (30) days of the date of issuance of a Certificate of Final Completion for the construction contract, the CM shall assemble and deliver to the CITY all of the records maintained by the CM relating to the project. Task 6 -Additional Services 1) Services provided by CM that are different from or in addition to those described herein are being included in the scope of Basic Services are referred to as /1 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 CM for any Additional Services provided or performed by the CM without the prior written authorization of the CITY. 2) Compensation to the CM for Additional Services directed and authorized by the CITY shall be on the basis of either: 1) actual and reasonable time of the CM'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 CM. The forgoing notwithstanding, if Additional Services authorized by the CITY result from the neglect of CM or CM's default under this Agreement, CM shall complete Additional Services at no cost to the ClTY. END OF EXHIBIT City of Cupertino Exhibit A-Scope of Services CSG Consultants, Inc. (2016-2018) Page 9 of9 EXHIBIT B SERVICE ORDER PROCESS The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Article 11, Project Coordination, and (2) as defined in a fully executed Service Order.. SECTION 1-SERVICE ORDER INITIATION A. The City Public Works Director or his designee shall provide written request for Consultant services as defined in this agreement. The Consultant and City shall meet to discuss the services after which the consultant shall provide a written proposal including specific scope of services, performance schedule, and compensation to the City. B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of the Service Order. C. The City shall prepare a Project Service Order consistent with the City's standard form, Service Order, and Attachment A. The Service Order shall, at a minimum, include (1) specific scope of services, deliverables, schedule of performance, and compensation. SECTION 2-SERVICE ORDER EXECUTION D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Article 11 of the Master Agreement Project Coordination, and the date signed. E. The Consultant shall begin work on tjle scope of services only after receipt of a fully executed authorized Service Order defining those services. Consultant understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City. F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the Master Agreement. END OF EXHIBIT City of Cupertino Exhibit B-Service Order Process CSG Consultants, Inc. (2016-2018) Pagelofl EXHIBITC COMPENSATION The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Consultant Compensation, of the Master Agreement. Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City. Consultant Hourly Rate(s) The Consultant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: Labor Category Master Agreement Hourly Rate Resident Engineer $170 Assistant Resident Engineer I Office $130 Engineer Construction Inspector $120 Reimbursable Expenses Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate. Such expenses include, but are not limited to: • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions; • Software required by City other than Microsoft Word, Excel, PowerPoint, and Project; Adobe Acrobat; and a photo editor program. • Travel expenses to the extent allowed by City policy; City of Cupertino Exhibit C-Compensation CSG Consultants, Inc. (2016-2018) Page 1of2 EXHIBITC COMPENSATION • Sub-consultants required by project scope of services; • Safety equipment required by City policy or the project scope of services; • Mass mailing notifications; • Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Article 11, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order. The City shall compensate the Consultant for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration. Reimbursable expenses shall be separately identified on the Consultant invoice. Method of Payment 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 addressed to City at: Attention: John Raaymakers, Public Works Project Manager City of Cupertino 10300 Torre Ave. Cupertino CA 95014 The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All Consultant payments shall be addressed to: CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Attention: Nourdin Khayata City of Cupertino CSG Consultants, Inc. (2016-2018) END OF EXHIBIT Page 2 of 2 Exhibit C-Compensation ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 2/29/2016 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 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 endorsementlsl. PRODUCER CONTACT NAME: Arthur J. Gallagher & Co. J11~g,NJo, Ext'· 415-536-8617 1 r.e~. No)· 415-536-8627 Insurance Brokers of CA, Inc. UC #0726293 E·MAIL 1255 Battery Street, Suite 450 ~DR~""· San Francisco CA 94111 INSURERISl AFFORDING COVERAGE NAIC# INSURER A :Arch Insurance Company 11150 INSURED CSGCONS-01 1NsuRER B :American Fire and Casualty Company 24066 CSG Consultants, Inc. INSURER c :CYPRESS INS co 10855 550 Pilgrim Drive INSURER D: Foster City, CA 94404 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 2081506559 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR ,~aJrlgrJyy, ,~~r~%~~' LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER LIMITS B x COMMERCIAL GENERAL LIABILITY y y BKA 1656382766 12/4/2015 12/4/2016 EACH OCCURRENCE $1,000,000 -D CLAIMS-MADE Ci] OCCUR DAMAGE TO RENTED -Pf~EMISES IEa occurrence\ $500,000 f--MED EXP (Any one person) $5,000 ~ PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl DPRO-~LOG PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ B AUTOMOBILE LIABILITY y y BAA 1656382766 12/4/2015 12/4/2016 ~OMBlr-JEDtlSINGLE LIMIT Ea accident $1,000,000 x ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ --NON-OWNED fp~?~gc~d~~t~AMAGE HIRED AUTOS AUTOS $ --$ B x UMBRELLA LIAB H OCCUR USA 1656382766 12/4/2015 12/4/2016 EACH OCCURRENCE $5,000,000 ~ EXCESS LIAS CLAIMS-MADE AGGREGATE $5,000,000 DED I I RETENTION$ $ c WORKERS COMPENSATION CSWC607956 12/4/2015 12/4/2016 x I ~f~TUTE I I orn AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 0 N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Professional Liability PAAEP0008800 12/4/2015 12/4/2016 Each Claim $4,000,000 retro date: 1/1/1991 Aggregate $4,000,000 Deductible: $50,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) re: Master Agreement for Consultant Construction Management Services on Various Capital Improvement Projects dated 4/1/16. The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are included as additional insureds on GL & Auto with Waiver of Subrogation and 30 Day Notice of Cancellation per attached. 30 Day Notice of Cancellation on Professional per attached. Additional Insured status and 30 Day Notice of Cancellation on WC is not available. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avene Cupertino CA 95014 USA AUTHORIZED REPRESENTATIVE I }Sf(\-r!Gi..:> © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy#: BKA 1656382766 COMMERCIAL GENERAL LIABILITY CG 88 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUBJECT NON·OWNED AIRCRAFT NON-OWNED WATERCRAFT PROPERTY DAMAGE LIABILITY· ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS· COVERAGES AAND B ADDITIONAL INSUREDS· BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS· EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED· INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED· FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US· WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, !no., with its permission. PAGE 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1of8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I ·Coverage A~ Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pifot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess {other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNEDWATERCRAFT Under Paragraph 2. Exclusions of Section I· Coverage A· Bodily Injury And Property Damage Uability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the follow Ing: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I· Coverage A· Bodily Injury And Property Damage Liabil· ity, Subparagraphs (3), (4) and {6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV • Commercial General Liability Conditions. Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section 1-Coverage A" Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4} of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: {i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3} and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limlt of insurance applies to this coverage as described in Section Ill ~ Limits of Insurance. © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. 2. Paragraph 6. under Section Ill· Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1} While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage)~ Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C ·Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS· COVERAGES A AND B 1. Under Supplementary Payments~ Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses Incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS· BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional Insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, In the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the 11 bodily Injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Pagel of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a} The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project {other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or {2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subr.ontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury'' or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition .?.. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi· tions. © 2013 liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of lnsuranoe Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I ·Coverage A· Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily Injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the tender- ing 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; or {2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even If the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising Injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1} All work, including materials, parts or equipment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addltional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown In the Declarations. H. PRIMARY AND NON·CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement underthis policy. Condition 4. Other Insurance of SECTION IV • COMMERCIAL GENERAL LIABILITY CONDITIONS Is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, t!lis pol icy shall be primary and we wil I not seek contribution from the additional insured's policy for damages we cover. © 2013 Libe1ty Mutual Insurance CG 8810 0413 lnaludes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance tor which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS ·EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable; a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part, d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill -limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED· INCIDENTAL MEDICAL ERRORS I MALPRACTICE WHO IS AN INSURED ·FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured Is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (If you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course o1 his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"empioyee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ· ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 8810 04 13 lnl"lllrll'<; NinvrinhtPrl m>lt"Pri~ Inf lno11rnnf'P C:MlliN'IO ()ffiro In,. '"ith it• narmiooinn Pano A nf R advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II· Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an Insured under this provision. l. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV • Commercial General Liability Conditions, the following is added to Condition 6. Repre· sentatlons: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV • Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an ''occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not In itself constitute knowledge of the insured unless an Insured listed under Paragraph 1. of Section II· Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V ·Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the fOllowing: a. Expected Or Intended Injury ''Bodily injury" or "property damage" expected or Intended from the standpoint of the insured. This exclusion does not apply to "bodily Injury" or "property damage" resulting from the use of reasonable force to protect persons or property. O. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US • WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV· Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutu~l lnsuranoo CG 88 10 0413 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 Policy # BKA 1656382766 COMMERCIAL GENERAL LIABILITY CG 89 70 0511 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -AMENDMENT OF CANCELLATION PROVISIONS OR COVERAGE CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replacing such Conditions is amended by the following: If you have agreed in a written contract or wri.tten agreement to provide a person or organization who qualifies as an additional insured under this policy a notice of cancellation and/or material change that reduces or restricts the insurance afforded by this Coverage Part we agree to the following: a. Provide 30 days prior written cancellation notice for reasons other than nonpayment of premium and/or 30 days prior written notice of coverage change per schedule of additional insureds provided to us. © 2011 Liberty Mutual Agency Corporation. All rights reserved. CG 89 70 05 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Policy# BAA1656382766 COMMERCIAL AUTO CA 8810 0113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT ACCIDENTAL AIRBAG DEPLOYMENT AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS AMENDED FELLOW EMPLOYEE EXCLUSION AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE BROAD FORM INSURED BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) EXTENDED CANCELLATION CONDITION EXTRA EXPENSE -BROADENED COVERAGE GLASS REPAIR -WAIVER OF DEDUCTIBLE HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) HIRED AUTO COVERAGE TERRITORY LOAN I LEASE GAP PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) PERSONAL EFFECTS COVERAGE PHYSICAL DAMAGE-ADDITIONAL TRANSPORTATION EXPENSE COVERAGE RENTAL REIMBURSEMENT SUPPLEMENTARY PAYMENTS TOWING AND LABOR TWO OR MORE DEDUCTIBLES UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION II -LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED PROVISION NUMBER 3 12 19 5 13 1 22 2 23 10 15 6 20 14 16 11 8 9 4 7 17 18 20 SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: CA 8810 0113 d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self-insured retention plan available to that organization; © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II -LIABILITY, exclusion 8.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE CA 88 10 0113 Paragraph A.4. Coverage Extensions of SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance SeNices Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee''. For the purposes of this provision, SECTION V -DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION Ill -PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE ·ADDITIONAL TRANSPORTATION EXPENSE COVERAGE CA 88 10 0113 Paragraph A.4.a., Coverage Extension of SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE· BROADENED COVERAGE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE CA88100113 SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d. is deleted and replaced with the following: © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, lr1c., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN I LEASE GAP COVERAGE CA88100113 A. Paragraph C., LIMIT OF INSURANCE of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the lime of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V -DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR· WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs_ or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations_ This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION Ill PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS CA 88 10 0113 SECTION IV -BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or ''loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V -DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V -DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION CA 88 10 0113 COMMON POLICY CONDITIONS, paragraph A.-CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation al least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 POLICY NUMBER: BAA 1656382766 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion 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. Effective Date: 12/4/14 Named Insured: CSG Consultants, Inc.; Precision lnspection-CSG SCHEDULE Name of Person(s) or Organization(s): as required by written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1of1 D Policy# BAA 1656382766 COMMERCIAL AUTO CA88660513 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED -NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. Schedule Name of Person(s) or Organization(s): Any entity with respect to a covered "auto" provided that you and such entity have agreed in a written contract, agreement, or permit to add such entity as an "insured". Regarding Designated Contract or Project: NIA Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. © 2013 Liberty Mutual Insurance. All rights reserved. CA 88 66 0513 Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Page 1 of 1 Policy# BM 1656382766 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTORCAR~ERCOVERAGEFORM GARAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the policy apply unless modified by this endorsement. Any term or provision of the Cancellation Conditions of the policy or any endorsement emending or replacing such Conditions is amended by the following: If you have agreed in a written contract or written agreement to provide a person or organization notice of cancellation we agree to the following: a. Provide a 30 days prior written cancellation notice to such persons or organization for reasons other than nonpayment of premium, but only if we are provided with a schedule of persons or organizations with whom you have agreed to provide notification more than 30 days before the cancellation is to take effect. As a condition of this endorsement, you must notify your agent of any written contract or agreement where you have agreed to provide notice of cancellation, other than nonpayment of premium, to a specific person or organization. Failure to provide to a person or organization in accordance with the terms of this endorsement shall not extend the effective date of the cancellation or otherwise affect cancellation of the policy as to any insured. CA 88 76 0314 © 2013 Liberty Mutual Insurance. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10A (Ed 07-07) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the 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.) The additional premium for this endorsement shall be 2.00 % of the total policy premium otherwise due on such remuneration. The minimum premium for this endorsement is $ 350 oo Schedule Person or Organization ALL ORGANIZATIONS FOR WHOM THE WAIVER OF SUBROGATION IS ISSUED Job Description ALL CALIFORNIA OPERATIONS 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 12/4/15 Policy No. CSWC607956 Insured CSG CONSULTANTS, INC. Insurance Company Cypress Insurance Company WC 99 0410A (Ed 07-07) Premium$ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION -CERTIFICATE HOLDERS This endorsement modifies insurance provided under the Design Professional Liability Policy. The person(s) or organization(s) listed or described in the Schedule below have requested that they receive not less than thirty (30) days written notice of cancellation when this policy is cancelled by us. We will endeavor to mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. Such copies of the notice will be mailed as soon as practicable to the address or addresses provided by your broker or agent. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date or impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule below to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations page of this policy for the purpose of complying with such request. All other terms and conditions of this policy remain unchanged. Policy Number: PAAEP0008800 Named Insured: CSG Consultants This endorsement is effective on the inception date of this Policy unless otherwise stated herein: 00 ML0086 00 11 10 Page 1 of 1 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 9/13/2016 Arthur J. Gallagher & Co.Insurance Brokers of CA, Inc. LIC #07262931255 Battery Street, Suite 450San Francisco CA 94111 CSG Consultants, Inc.550 Pilgrim DriveFoster City, CA 94404 Arch Insurance Company American Fire and Casualty Company CYPRESS INS CO 11150 24066 10855 415-536-8617 415-536-8627 CSGCONS-01 672951040 B Y Y BKA1656382766 12/4/2015 12/4/2016 1,000,000 500,000 5,000 1,000,000 2,000,000 2,000,000 X X X B Y Y X BAA1656382766 12/4/2015 12/4/2016 1,000,000 B X X USA1656382766 12/4/2015 12/4/2016 5,000,000 5,000,000 C N CSWC607956 12/4/2015 12/4/2016 X 1,000,000 1,000,000 1,000,000 A Professional Liabilityretro date: 1/1/1991 PAAEP0008800 12/4/2015 12/4/2016 Each ClaimAggregateDeductible: $4,000,000$4,000,000$50,000 re: Agreement for On-Call Plan Review Services entered 7/1/16. City of Cupertino, its City Council, boards and commissions, officers,employees and volunteers are included as additional insureds on GL & Auto with Waiver of Subrogation and 30 Day Notice of Cancellationper attached. 30 Day Notice of Cancellation on Professional per attached. Additional Insured status and 30 Day Notice of Cancellation onWC is not available. City of Cupertino10300 Torre AveneCupertino CA 95014USA