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1111,CONTRACTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND HARRIS&ASSOCIATES,INC. THIS AGREEMENT for Contracting services is made by and between the Town of Los Altos Hills ("Town') and Harris & Associates, Inc. ("Contractor') (together referred to as the "Parties") as of 2/2/2015 ,204:4(the°Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to Town the services described in the Scope of Work attached as Exhibit A and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on 12/31/15 , and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement,as referenced in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Contractor is engaged. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Contractor's obligations hereunder. 1.5 Public Works Requirements. The services described in Exhibit A constitute a public works within the definition of Section 1720(a)(1)of the Califomia Labor Code. As a result, Contractor is required to comply with the provisions of the Labor Code applicable to public works, to the extent set forth in Exhibit C. Contractor shall waive, indemnify, hold harmless, and defend Town concerning any liability arising out of Labor Code Section 1720 etseq Section 2. COMPENSATION. Town hereby agrees to pay Contractor a sum not to exceed $22,830.00, notwithstanding any contrary indications that may be contained in Contractors proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 1 of 14 v between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing,Contractor shall not bill Town for duplicate services performed by more than one person. Contractor and Town acknowledge and agree that compensation paid by Town to Contractor under this Agreement is based upon Contractor's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At Town's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder as well as a separate notice when the total number of hours of work by Contractor and any individual employee, agent, or subcontractor of Contractor reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; • The amount and purpose of actual expenditures for which reimbursement is sought; • The Contractor's signature. 2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 2 of 14 V 2,3 Final Payment. Town shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. Town shall pay for the services to be rendered by Contractor pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. Town shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $0.00. Expenses not listed below are not chargeable to Town. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor represents and warrants that Contractor is a resident of the State of California in accordance with Califomia Revenue & Taxation Code Section 18662, as may be amended, and is exempt from withholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withhold taxes from non-California subcontractors as required by law. 2.8 Payment upon Termination. In the event that the Town or Contractor terminates this Agreement pursuant to Section 8, the Town shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 3 of 14 41110 Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the Town. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than$1,000,000.00 per accident. In the altemative, Contractor may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000.00 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scone of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 4 of 14 V V °occurrence° basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an occurrence basis, and not on a claims-made basis. b. Town, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired,or borrowed by the Contractor. c. For any claims related to this Agreement or the work hereunder, the Contractors insurance covered shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Town,its officers,officials,employees,or volunteers shall be excess of the Contractors insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Contractor, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000.00 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 5 of 14 61► 1111) c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Contractor must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish Town with complete copies of all policies delivered to Contractor by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses. Further, if any insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurers liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. 4.4.4 Wasti a Pe"ei^s. No polioy r quire4ky t"'^ Seetier 1 spall iacludo ^tiaj --- - -- - - - - - Notused. C.-.ie.-- Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 6 of 14 fir 4.4.5 Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers'Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Contractor, its employees, agents,and subcontractors. 4.4.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies Town may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Town may, at its sole option exercise any of the following remedies,which are alternatives to other remedies Town may have and are not the exclusive remedy for Contractors breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof;and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel acceptable to Town, and hold harmless Town and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attomey's fees and costs and fees of litigation) (collectively, 'Liability') : - -- -- - - - - ` -'-- - - ---- ..... arising out of, pertaining to or relating to the negligence, recklessness or willful misconduct of Contractors in the performance of the Services or its (1-- negligent failure to comply with any of its obligations contained in this Agreement except such liability caused by the negligence or willful misconduct of Town. The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 7 of 14 410 claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense,whichever occurs first. With respect to third party claims against the Contractor, the Contractor waives any and all rights of any type to express or implied indemnity against the Indemnitees. Notwithstanding the forgoing, to the extent this Agreement is a 'construction contracr as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of Town, Contractor shall indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Town. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all limes during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 13; however,otherwise Town shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state,or federal policy, rule, regulation, law,or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by Town, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6,2 Contractor Not an Anent. Except as Town may specify in writing, Contractor shall have no authority,express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 8 of 14 4 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. 1.4 Licenses and Permits. Contractor represents and warrants to Town that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to Town that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person's race, religion,color,national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days' written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; Town, however, may condition payment of such compensation upon Contractor delivering to Town any or all documents, Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 9 of 14 for photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the Town in connection with this Agreement. 8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Contractor understands and agrees that, if Town grants such an extension, Town shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. Town and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement,Town's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different Contractor to complete the work described in Exhibit A not finished by Contractor;or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Town would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 10 of 14 lorSection 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Contractor hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Contractor agree that, until final approval by Town, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Contractors Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law,from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town,for a period of 3 years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS, 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California, 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 11 of 14 1111 provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.1 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Contractor in a "conflict of interest; as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee,agent,appointee,or official of the Town. If Contractor was an employee, agent, appointee, or official of the Town in the previous twelve months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the Town for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Govemment Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Richard Chiu Jr. ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Contractor shall be sent to: Harris&Associates, Inc. 1401 Willow Pass Road, Suite 500 Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 12 of 14 CIO Concord, CA 94520 Any written notice to Town shall be sent to: Richard Chiu Jr. 26379 Fremont Road Los Altos Hills,CA 94022 10.11 Professional Seal, Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between Town and Contractor and supersedes all prior negotiations, representations,or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Payment Schedule Exhibit C Public Works Requirements 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Contracting Services Agreement between Town of Los Altos Hills and Harris 8 Associates, Inc. Page 13 of 14 41110 ‘1110 The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CO T•' Carl Cahill,City Manager Print(Name and Title) Attest: 1‘46 - Deborah DeborPadovan, City Clerk Approved as t. Form: 1,4166 Steven T. Mattes, Town Attorney 1070873.1 Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 14 of 14 b V EXHIBIT A SCOPE OF SERVICES Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 1 of 1 Exhibit A it V Town of Los Altos Hills La Cresta,Anacapa sass m no paresis(1027/21113) ro aumiwau H it mHa 11 ai 11 5 VaM411014 LW SIM 1200 $130 SIl! Ps HOURS Can PHASE I 1484t.Pwh3,444 Arasill$444.4.4414allarA4 Ippam 0.44 MMnWF S0444beR 8 4 n •47'14 V•AIr 014.42114•4110 Mir Ca11114448 narWwrGros.[isms n 22 Ppf Pavan PM P animate MM as[pam x Y cww.r..aissaa4 e a if'14SC. Z 44910p pf 440•Y 714171201414 0 m 24 w e P 4 • I • 402120 rat/4944141491 Maawml EM48ai• Ilwipais 101112421001Melia r... I I 4 x •yMa Dewar Pm-W apaapvaempaa 4 MM Mime aM.Y0MO 4 2 am Mara a41010244141 1001 Fta}ym Twnwn I e a WPM wpmwta W am w Mapit MapDasullpawan Van 4 now Rm4HWabNtlaYnHPm M00 PW CSWai lied in 4 -••P wtrmWpmaw it auM easy%M4lma 4 M hmmh+aa n%yma am I mn Ta Pau xr+VI xio MOP Ypmns Atm.044 TIP fTYW 2 0 n 10 340 P s r 0 . 1yna TOTALPHASEI PEE $ 261130 PHASE 2 Ta v Dawn 2rykr4a Pas nws,nmalm no 1/947 newww Cmw 11 it v 30 swab 9wam9Wmati 4 Ie 24 44 $ 01.000 037.00 may My Wmwiy I IS 24 w $ LIMO 211200 Prob.Damara la se M ulM papabliai Iowa lane Pleas to al 24 M PPr ea� 4 wDP. 40 4840 PpmM SMM.M.r Ir.M.wdc.oa..a4 e 44 al M II m PPM HIMMO 400414M0410.142AiamGW 2 L M a 42 e4.444 w+ugiwwwalw ae Is 44.7•1 Alas PIM.02141004...12I nu I n Peet 2174040014011 e D Cl If 37,644 T 1TYa 14 MI 0 be 222 72 W S nM • Pwis tram now Mara Bertha maidAtllmmy 2 I Mmmm.waaa aaMwa i n48M 4MMbwpwalrM. _ e _ i„ TnIsI, 0 10 0 IS 0 0 0 0 PHM Tota CmabiNw*Mwa _ Pmpoa'numl SwCj P+ns0&q 4 4 8 ALM YawMM.PRISM 4 • IMNWiPjb MaY. w 40 neyw1M K+%W iWTwn 10 M IS Mm mnaars 0 10 IS Popov rd ndw* untWt a � to 10 0 CmM14wammgP r smote.mines a le 20 nwnol. n 0 74 M • In e 0 Mut TOTAL PHASES FEE 61661100 Gama Total or Protect PIMP I mHz MJ MO al nal ml %xl L•Mla •',0001 DI $166,230 Iwo.reE eankine is I.eemmipl wp.Hia5lwWI09 10alm' w.Mnlw TMlrrpaw4 Cavy.ena.eprp. Exist 21111011.7 9•4104n Mwamba48. 2 Fes is the 010741.704.d..o[a a POE mpPpm.4000Is a band mono nM.wow In aMwa.waantel IM.ler motlnxa car be Mm as en name ml •irvMON p10.H PM mm m m47M44.Ilan lam dam nol 1441704 W sws m•an be swd,ama.•M;a 401454011401 a Fem let Tom Sauey ma Way taming may be wmm•e*I..M,Is warm4 Wane Teas. Pew INS LSI _Ilasalalio :fa hums Me emo Ham R441442 Mal I MYR Rech OMs. 3.2020 — Yes A NM 14 aHo i as be lolrviww Mw en•wase',1 m.ew M cm beam H000I4744 pouaence ms mcmcm alums wmein mpe Harr.'coo SI amide 74 LMl II P002m deex.eto. 12 Cly el moos rymaana al nen paw peels 13 CM 441 dillin MO w.l a boldim nw$on.mf MMdmr 70499.7174414 U4,,w.,d.2140••Milts noted damming um bascei Imbay.ea•Mn be0Nn of eloruM Will..mm f01.4e 9014. fro EXHIBIT B COMPENSATION SCHEDULE Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 1 of 1 Exhibit B 4101 411110 Town of Los Altos Hills La Cresta,Anacapa 010001$Ip aY Ocres'mvl rnM eArleulea auYwnmu _ Hit ol 13 1wµRa 5200 95 51 UN Sly SUSS 5 00010119 COST PHASE I Tan M.PMsasses Investigation-1.4401Inliona RgeneuI W.lu Map M PIN DItM4 2 4a I5 SI TIe nay naeaiYanleuagcu0pMa a 51104 rvw.arvmarean.Y a la 4 61g0 Pomp ane Nylon kr Toon Review w Awmnl 2 1aM R40434 and Ce1W.ria•02Protent e e 5... 1A40W1p, 1010 tltl1TgYi 0 10 N I0 a I S 5 . 01450 nnv 5404111mmlatnnanl E.enaalme D.,. 9 WY MWYno keSp4YL To I 1 4SE. 55Ab 04344 PrTM M I1411n$.Vnu 04 baa. WA Rooms mmyMan 4 2 sew mood Rm104n N 4ewM 5111 Presso.Soaelal i«RWs1 1 e S I aL. IFp..N kaINYYIa P.SeryC444.M4411400V AMNYuya W a,WFU NimuIM CWiW a do°b1 ANOr11015pvlaliu 5 S` b1 SMa)T« B 5L Bond s-_a I 1115 unya(2 04,T nay«,M I%as Ton Cana.ST CAC pwayarbl one pawl Tea tsetse_.. 2 0 L N 14 0 04 5 • 5 . 0010' TOTAL PHASE 1 FEE $ 22,800 PHASE 2 Taft 1.011154 Em31044a IMYRnw R .1•100101r440001:0 Cdiselon n 32 se 5101. Tomas, 4 N 2444 ItlW w4gW 4 N 24 anHae pampas. II x¢ Mi. E weal Mob 10 IS I 4:e. 0114pC40a4.00449Pald00.04 Pnwe Canw1w W OW P .ne oaOa I* w a IN ZI2S 104p.,0hnle I MYaNPMIi'Ca* 2 24 a 42 M Foal IX/YCuhawPml Ie w,w4Pwa ep151ertnn SEa4ma ur It e n 5 r«evnn. IS II S 240 }R OZ Mai «AN 0 451,41 Tau Bup4waunca Mn4I4I I 1.0444Scn«4tlbn t rn.ir✓aa MmpymWtiM4NwM1w .a: I Ip (4•42i41414 0 0 p St 0 4010 Ian v Cmluum 't w.cI919 G CmuuYn'wlM11 cpm e a mom M.iMYbm pwxYnsOnpts MatlYn48 40 Iglry«b WOWSdiMrvllnl )) npYYMwwNan 6 10 IS PtW44.01401I WI 54141Mm'IIe1IrW«a Nla Cman noon Imre ion wdi[WI m 20 Tax 5TN111 a se 74 N 4 In e o 11/ADS TOTAL PHASE IEEE 8199.4D0 Game Total mT Prohal Phase 1 and x 201 ml «I nsl ZIJ nj 3994 5 "93 I of $178,230 UlealWriCa TEleBAUUD.- I.BrM4pa.d 0.03301 ,41.01..iv.y4Y0.41• Ma Ton.Pm%ml County as4,nmwq Cat L4111804 Win em anbeawa Span ewnmmnalanm N swim kayos. 2 roe is!mood mNppulseIe!11,haub«by PG&E m«.row.YEmif 3 9999949"1099914 m4090 004 94100900 Fn.4090/.NJMa Ills 113034004 un a awed u on+Ow cox aam4,a plepC4NONIMIR.,e a halt too.so,.not totios•gieseholeal isms Ts.*ed added. 9014 I x /meenl nn. 6 rasa- cry Stray AM Leanenve maybe NUMll mnmnnnme ntinbnbm M ToonRe . Salt LSI gk eaaay messed Nero WV WV lop ml Tamen Slims row B 14044 and WO Iolrrku41l. 4 me a MY«:0.e Mal hours and cosi MIN p,q+n Ixn ryem.,c. 9 99994199.191999 1.190939t99 9 eII Dwpu a 3919999 391"99"399999999999.939331 Prowl*10 I0•110nl wd/'.pose. R?Wry oepb.9Dwnwn4 000.11 apish,permission for awn to pAral•PooP0111. amin Nib we not M wow aCMM1l'M, 14 Ukxmoond sal b.Stated daS40109 upon leuii Il5ao15.I 410ot loops N N+mmoa u101164 may rat be Yen«. V 101110 EXHIBIT C PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ. HOURS OF WORK: A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the services described in Exhibit A shall constitute a legal day's work under this contract. B. In accordance with California Labor Code Section 1811, the time of service of any worker employed in performance of the services described in Exhibit A is limited to eight hours during any one calendar day, and forty hours during any one calendar week, except in accordance with California Labor Code Section 1815,which provides that work in excess of eight hours during any one calendar day and forty hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight hours during any one calendar day and forty hours during any one calendar week at not less than one-and-one-half times the basic rate of pay. C. The Contractor and its subcontractors shall forfeit as a penalty to the Town $25 for each worker employed in the performance of the services described in Exhibit A for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day,or more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In accordance with California Labor Code Section 1773.2, the Town has determined the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the Town Public Works Office and shall be made available on request. The Contractor and subcontractors engaged in the performance of the services described in Exhibit A shall pay no less than these rates to all persons engaged in performance of the services described in Exhibit A. B. In accordance with Labor Code Section 1775,the Contractor and any subcontractors engaged in performance of the services described in Exhibit A shall comply Labor Code Section 1775, which establishes a penalty of up to $50 per day for each worker engaged in the performance of the services described in Exhibit A that the Contractor or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Contractor or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Contractor or subcontractor in meeting applicable prevailing wage Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 1 of 3 Exhibit C 4 `ll obligations, or the willful failure by the Contractor or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Contractor or subcontractor had knowledge of their obligations under the California Labor Code. The Contractor or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor, the Contractor is not liable for any penalties therefore unless the Contractor had knowledge of that failure or unless the Contractor fails to comply with all of the following requirements: 1. The contract executed between the Contractor and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813,and 1815. 2. The Contractor shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor's certified payroll records. 3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of wages, the Contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A. 4. Prior to making final payment to the subcontractor, the Contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813. C. In accordance with California Labor Code Section 1776, the Contractor and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name, address, social security number, work, 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 in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury,stating both of the following: 1. The information contained in the payroll record is true and correct. 2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer's employees on the public works project. Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 2 of 3 Exhibit C 4 IWO The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and its authorized representatives, the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776. D. In accordance with California Labor Code Section 1777.5, the Contractor, on behalf of the Contractor and any subcontractors engaged in performance of the services described In Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. E. In case it becomes necessary for the Contractor or any subcontractor engaged in performance of the services described in Exhibit A to employ for the services described in Exhibit A any person in a trade or occupation (except executive, supervisory, administrative,clerical, or other non manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Contractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person.The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment. Contracting Services Agreement between Town of Los Altos Hills and Harris&Associates, Inc. Page 3 of 3 Exhibit C L '�✓ DATE(l1MID01YYYY)CERTIFICATE OF LIABILITY INSURANCE 01/30/2035 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). PRODUCER 0757776 1-500-8]]-4560 CONTACT NAMEHUB International Insurance Services Inc. NONE 925 609-6500Nd: FAX (Ng Fzll925 609-6550 NoIAIC P.O. Box 4047 EMAIL Concord, CA 94524 INSURER'S)AFFORDING COVERAGE NAICY INSURER A: Hanover American Insurance Company INSURED INSURER B: Liberty Mutual Fire Insurance Company Harris d Associates Inc. INSURERC: Navigators Specialty Insurance Company Attn: Susan senMaMandilag 1401 Willow Paas Road, Suite 500 INSURER D: Travelers Property Casualty Co of Amer. Concord, CA 94520 INSURERE: Catlin Specialty Insurance Company INSURER Ft COVERAGES CERTIFICATE NUMBER: 42952607 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 ICY EFF POLICY EXP LTR TYPE OF INSURANCE p�gg me vivo POLICY NUMBER (Eat WADD.'YYYYI IMWDDNY/Y) LIMITS A GENERAL LIABILITY 22F9201722 08/01/14 08/01/15 EACH OCCURRENCE $1,000,000 DAMAGE TO X COMMERCIAL GENERAL LIABILITY PREMISES(EaRENoccTuE REMSES(EaEccouur encel $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one pertm) $10,000 x Ded: 0 PERSONAL&ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT IE 1APP�LIEIS PER. PRODUCTS.COMP/OPAGG $4,000,000 7 POLICY ^ 1 CPA LOC $ B AUTOMOBILE UABILITY AS2291455034014 00/01/14 08/01/15 ICEOMSJNNEEDSINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Pet person) ALL OWNED SCHEDULED BODILY INJURY(Par accident) $ AUTOS AUTOS X HIRED AUTOS x AUTOS PROPERTY IDpMpGE ) x Ded: 0 $ C UMBRELLALIAB x OCCUR LA14EXC712701IC 08/01/14 00/01/15 EACH OCCURRENCE $ 10,000,000 X EXCESS LBS CLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTIONS° S p WORKERS COMPENSATION PJ0B8166N36A14 *4 08/01/1a 08/01/15 X TOFV1imRs °FRH AND EMPLOYERS'LBBILT' Y/N ANY PROPRIETORIPARTNEFJEXECDTIVE E.L.EACH ACCIDENT $ 1.000,000 OFFICEOFFICER/MEMBER EMBER EXCLUDED? n N/A (Mandatory In NM) EL.DISEASE-EA EMPLOYEES 1.000,000 Ira under 1 DESCRIPTIONOFOPERATIONSWax E L.DISEASE POLICY LIMIT $ , , H PROFESSIONAL LIABILITY ARD6767540015 08/01/1a 08/01/15 Per Claim: 5,000,000 Aggregate: 10,000.000 Ded. Bach Claim: 150,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101.Additional Remarks Schedule.IT more space is rewired: +• Workers Compensation policy excludes monopolistic states ND, OH, WA, WY. General Liability & Auto Liability Additional Insured status granted, if required by written contract/agreement, per attached forms 421-0778 0909 & AC0413 0811. Town, its officers, officials, employees & volunteers are named additional insureds under General & Auto Liability if required by a written contract RE: La Cresta Project (HA *1310207) CERTIFICATE HOLDER CANCELLATION 131-0207 (2020) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Richard Chiu, Jr. 26379 Fremont Road AUTHORIZED REPRESENTATIVE Los Altos Hills, CA 94022 'V"'"^" �l/Q$e/��� USA u�L.�+� (91988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD smandileg 42952607 V POLICY NUMBER: ZZF9201722 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. CALIFORNIA COMMERCIAL GENERAL LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additonal Insured by Contract Agreement or Permit nduded 2. Addabnal Insured-Broad Farm Vendors ncluded 3. Aggregate Limit per Lo^ation ncluded 4. Alienated Premises nduded 5. Bodily Injury Redefined nduded 6. Broad Form Properly Damage-Bonoved Equipment Customers Goods& ncluded Use of Elevators 7. Extended Properly Damage nduded 8. Incidental Malpractice(Employed nurses EMTs¶medics) ncluded 9. Knowledge of Ocrurrence nduded 10. Liberalization Clause nduded 11. Medical Payments-Increased Limit $ 10,000 12. Mobile Equipment Redefried nduded 13. NeMyAcquired a Fanned Organizations-Covered until end or policy period ncluded 14. Non-owned Watercraft 51 ft. 15. Personal Injury-Broad Form Included 16. Product Recall Expense -Each(Murrence Lima $ 25,000 -Aggregate Lima $ 50,000 17. Rowdy Damage Legal Lbbilly(Fre,Lighting,Explosion,Smoke or Leakage Damage) $500,000 18. Supplementary Payments Increased Limits -Bail Bonds $ 2,500 -Loss of Earnings $ 3W 19. Unintentbnal Failure to Disclose Hazards Included 20. Unintentbnal Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Form through new coverages,higher imis and broader average grant 1. Additional Insured by Contract, Agreement or (2) Premises you own,rent lease oroccupy. Permit This insurance applies on a primary basis Under Section II-Who Is An insured,Paragraph 4. if That is required by the written antiad, s added asfolovs: written agreement or permit 4.a. Any person or organization with whom you b. This provision does not apply: agreed, because of a written contract,written (1) Unless The written contract or written agreement or permit to prvvkie insurance, is agreement has been executed or permit an insured,but only wah respect to: has been issued prior to the"bodily injury, (1) "Your work'fortheaddibnalinsured(s)at "property damage", "personal injury" or the location designated in the contract "advertising injury'. agreement or pennf;or Pagel of 6 Includes copyrighted material of ISO Insurance Services Office, Inc. with its permission. 421-0778 09 09 V (2) To any person or organization included as (4) Repackaging unless unpadmd solely for an insured by an endorsement issued by the purpose of inspection,demonstration, us and made part of this Coverage Part testing, or the substitution of parts under (3) To any person a organization included instruction from the manufacturer, and as an insured under dem 2 of this then repackaged in the original container, endorsement (5) Any failure to make such inspection, ad- (4) To any lessor of equipment justments,tests or servicing as the vendor (a) After the equipment Wase expires;or has agreed make or normally undertakes to make in the usual course of (b) If the "bodily injury', "property dam- business in connection with the sale of age,'personal injury"or"advertising the product injury' arises out of sole negligence (6) Demonstration, installation, seMdng or of the lessor repair operations,except such operations (5) To any: performed at the vendor's premises in (a) Owners or other interests from whom connection with the sale of the product; land has been leased which takes (7) Products which,after distribution or sale by place after the lease for the land ex- you, have been labeled or relabeled or pires;or used as a container, part or ingredient of (b) Managers or lessors ofpremisesti any thing or substance by or for the vendor. (i) The occurrence takes place c. Ths insurance does rot appy to any insured after you cease to be a tenant in person or organeation,from wham you have that premises;or acquired such products,or any ingredient part (ii) The 'bodily hurt, "property or container, entering into, accompanying or damage", "personal injury' or containing such products. "advertising injury' arises out of structural alterations, new cal- 3. Aggregate Linit Per Location strudion a demolition operation performed by or on (1) Under Section 01 - Limits of Insurance the behalf of the manager or lessor. General Aggregate Limit apples separately to 2. Additional Insured-Broad Form Vendors exhoFyour 9oratbrs''owned by or rented to you. Under Section II-Who Is An Insured,Paragraph 5.is (2) Under Section V - Definitions, definition 23. s added asfolbvs: added as follows: 5. a. Any person or organization with wl ran you 23. 'Location" means premises imvoMng the agreed, because of a written contract or same or connecting lots, or premises whose connectbn is interrupted only by a street, written agreement to provide insurance, but roadway, waterway or right-of-way of a rail- only with respect to bodily injury'or"property road damage"arising out of your poduds which are distributed or sold in the regular course of the vendors business,subject to the folbwing 4. Alienated Premises additional exdusions: Under Section I-Coverage A, paragraph 2. Enta- il The insurance afforded the vendor does not sions,j.(2)is replaced in is entiretywth the following: apply to: (2) Premises you sell, give away or abandon, A the (1) "Bodily injury' or "property damage' for "property damage arses out of any part of those which the vendor is ablg.ed to pay dam- premises and occurred from hazards that were ages by reasons of the assumption of li- known by you, or should have rra•mably been ability in a contract or agreement This known by you, at the time the property was exclusion does not apply to liability for transferred or abandoned. damages that the insured would have in the absence of the contact or agreement; 5. Bodily Injury Redefined (2) Any express warranty unauthorized by Under Section V - Definitions, definition 3. "body you' injury is replaced in its entirety with the following: (3) Any physical or chemical change in the Page 2 of product made intentionally by the vendor, Includes copyrighted material of ISO Insurance Services Once, Inc. with its permission. 421-0778 0909 Is POLICY NUMBER: ZZF9291722 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Other Insurance-Primary and Non-Contributory (Additional Insured) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Section IV—Commercial General Liability Conditions 4.Other Insurance a. Additional Insureds (a) That is Fire, Extended If you agree in a written contract, written Coverage, Builders agreement or permit that the insurance Risk, Installation Risk or provided to any person or organization similar coverage for included as an Additional Insured under your worK, Section II — Who Is An Insured, is (b) That is Fire insurance primary and non-contributory, the for premises rented to Following applies. the Additional Insured or temporarily occupied by the Additional If other valid and collectible insurance is Insured with permission available to the Additional Insured for a of the owner, loss we cover under Coverages A or B of this Coverage Part, our obligations (c) That is insurance are limited as follows: purchased by the Additional Insured to 1.Primary Insurance cover the Additional This insurance is primary to other Insured's liability as a insurance that is available to the tenant for "property Additional Insured which covers the damage" to premises Additional Insured as a Named rented to the Additional Insured. We will not seek Insured or temporarily contribution from any other occupied by the insurance available to the Additional Additional with Insured except: permission of the i. For the sole negligence of the owner;or Additional Insured; (d) If the loss arises out of ii. when the Additional Insured is the maintenance or use an Additional Insured under watercraft aiatothe extent "autos" or another primary liability policy; roto Exclusion Of g. subject of g. Section I — iii. when 2.below applies. Coverage A — Bodily If this insurance is primary, our Injury And Property obligations are not affected unless Damage Liability. any of the other insurance is also When this insurance is excess, vie will have primary.Then,we will share Wth all no duty under Coverages A or B to defend the that other insurance by the method insured against any"suit' if any other insurer described in 3.below has a duty to defend the insured against that 2. Excess Insurance "suit". If no other insurer defends, we will This insurance is excess over: undertake to do so, but we will be entitled to the insured's rights against all those other (1) Any of the other insurance, insurers. whether primary, excess, When this insurance is excess over other contingent or on any other insurance, we Wil pay only our share of the basis: amount of the loss, if any, that exceeds the sum of: Page 1 of 2 421-045206 07 Includes copyrighted material of Insurance Services Offices,Inc.,with its permission (1) The total amount that all such other 3. Method Of Sharing insurance would pay for the loss in the If all of the other insurance permits absence of this insurance;and contribution by equal shares, we will (2) The total of all deductible and self- follow this method also. Under this insured amounts under all that other approach each insurer contributes equal insurance. amounts until it has paid its applicable We will share the remaining loss, if any, limit of insurance or none of the loss with any other insurance that is not remains,whichever comes first. described in this Excess Insurance If any of the other insurance does not provision and was not bought specifically permit contribution by equal shares, we to apply in excess of the Limits of will contribute by limits. Under this Insurance shown in the Declarations of method, each insurer's share is based on this Coverage Part. the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Page 2 of 2 421-0452 O6 07 Includes copyrighted material of Insurance Services offices,Inc.,with its permission S POLICY NUMBER: ZZF9201722 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: BLANKET WITH WRITTEN CONTRACT Information required to complete this Schedule, If not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ®Insurance Services Office, Inc.,2008 Page 1 of 1 4 hi Policy Number: AS2Z91455034014 Issued by: Liberty Mutual Fire Insurance Company 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 CARRIERS COVERGE 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 Organizations(s): ANY PERSON OR ORGANIZATION WHERE THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO INCLUDE SUCH PERSON OR ORGANIZATION AS A DESIGNATED INSURED Regarding Designated Contractor Project: 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 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. AC 84 23 08 11 ©2010, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 4 Policy Number AS2Z91455034014 Issued by Liberty Mutual Fire Insurance Company A. Coverage 1. Paragraph 9.7. of SECTION IV-BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The"accidents"or"loss"occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph E5. Other Insurance in SECTION IV-BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered"auto"must be repaired in Mexico in order to be driven we will not pay more than the actual cash value of such"loss"at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered"auto"is not principally garaged and principally used in the United States. 2. To any"insured"who is not a resident of the United States. y XXIII.WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident",to waive rights of recovery against such person or organization. AC 84 07 07 13 @2013 Liberty Mutual Insurance.All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 4+ TRAVELERSSI WORKERS COMPENSATION ONE TONER SQUARE AND HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 0313(00)_01 POLICY NUMBER: (PJUB-8166N36-A-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED HY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 08-01-14 ST ASSIGN: