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TDM Architect
CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND TDM Architect THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town") and Tiffany Dell'Aquila Miller dba TDM Architect ("Consultant") (together sometimes referred to as the "Parties") as of December 13th, 2023 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A 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 December 31, 2024, and Consultant 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 Consultant 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. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel. Consultant 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, Consultant shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time. Consultant 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 Consultant's obligations hereunder. Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed Twenty Eight Thousand Four Hundred Dollars ($28,400.00), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement, In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Consultant 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 Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services performed by more than one person. Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 1 of 13 Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant 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. Consultant 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 Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; ■ The Consultant's signature; ■ Consultant shall give separate notice to the Town when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12 -month period under this Agreement and any other agreement between. Consultant and Town. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town, if applicable. 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 Consultant. 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 Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 2 of 13 Town shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant 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 Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $ . 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. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 8, the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant 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, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, 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 Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant 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. Consultant 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 Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant 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. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 3 of 13 4.1 Workers' Compensation. Consultant 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 Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant 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 Consultant, 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. Consultant, 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 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 scope 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 "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, 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 accident 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 Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 4 of 13 C. For any claims related to this Agreement or the work hereunder, the Consultant's 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 Consultant's 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. Consultant, 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 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. 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. 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, Consultant shall purchase an extended.period coverage for a minimum of five years after completion of work under this Agreement. 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. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. 4.4 All Policies Requirements. Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 5 of 13 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, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified 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 Consultant beginning work, it shall not waive the Consultant'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. Consultant 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 Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant 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 consultant, its employees, agents, and subcontractors. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified 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 Consultant 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 Consultant's breach: Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 6 of 13 ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement, Section 5, INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall agree to indemnify, and hold harmless the TOWN, its officers, and employees from, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the negligent performance of Consultant under this Agreement. With regard to Consultant's work product, Consultant agrees to indemnify, defend and hold harmless the Town, its officers, and employees from claims or liability of any nature to the extent caused by the negligent performance of Consultant under this Agreement. The indemnity shall be governed by CA civil code 2782,8. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees. Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant 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 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 7 of 13 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant 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. Consultant represents and warrants to Town that Consultant 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, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal Opportunity. Consultant 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 Consultant under this Agreement. Consultant 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 Consultant thereby. Consultant 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 Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to Town and shall include in such notice the reasons for cancellation. Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 8 of 13 In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant 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. Consultant understands and agrees that, if Town grants such an extension, Town shall have no obligation to provide Consultant 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 Consultant 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 Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant'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 Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant 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 Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, Town's remedies shall include, 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 Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 9 of 13 8.6.4 Charge Consultant 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 Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant'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 Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant 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 Consultant 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 Consultant's Books and Records. Consultant 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 Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant 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. Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 10 of 13 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 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. Consultant 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. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant 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. Consultant 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 Consultant was an employee, agent, appointee, or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant 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 WooJae Kim, Public Works Director ("Contract Administrator"). All correspondence, communications and meetings shall be directed to or through the Contract Administrator or his or her designee. The Consultant shall only take direction regarding the services provided under this Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 11 of 13 Agreement from the Contract Administrator. Furthermore, Consultant agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between. any Town representative including Committee members and the Consultant. The Town may modify the Contract Administrator at any time upon providing written notice to the Consultant. 10.10 Notices. Any written notice to Consultant shall be sent to: Tiffany Dell'Aquila Miller, Architect 2820 Cozumel Circle Santa Clara, CA 95051 Email: tiffanyOtdm-architect.com Any written notice to Town shall be sent to: WooJae Kim, Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Email: wkim ,losaltoshills.ca.gov 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, represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services 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. [SIGNATURES ON FOLLOWING PAGE] Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 12 of 13 The Parties have executed this Agreement as of the Effective Date, TOWN OF LOS ALTOS HILLS CONSULTANT 01 c, Peter Pirnejad, T wn Manager Tiffany Dell'Aquila Miller, Architect Attest: 9"AA� — Deborah Padovan, Town Clerk 1071914.1 Consulting Services Agreement between Town of Los Altos Hills and TDM Architect Page 13 of 13 EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between December 11, 2023 Town of Los Altos Hills and TDM Architect --Exhibit A Page 1 of 1 Tiffany Dell'Aquila Miller, Architect tiffany @ td m -a rc h ite ct, co m https:Htdm-architect.com/ 2820 Cozumel Circle, Santa Clara, CA 95051 (408) 316-5405 This proposal is valid for 90 days and becomes binding if signed by both parties and delivered during that period. December 111, 2023 Astha Khanal Town of Los Altos Hills 26379 Fremont Road, Los Altos Hills, CA 94022 EXHIBIT A Proposal for Corporation Yard Interior Renovation located at 27400 Purissima Road, Los Altos Hills Dear Astha, I'm pleased to present this proposal to provide architectural services for your project. The intent of this letter is to describe my understanding of the architectural scope of services if asked to proceed with the project, and to serve as the Agreement to provide these services. Article 1: Project Description Architect to design and prepare documentation to obtain a building permit for a 500 SF interior remodel located at 27400 Purissima Road, Los Altos Hills with a budget of $250,000 of the program criteria listed below, aiming to start construction in spring or summer of next year (2024). Services to be provided on an hourly basis with a not - to -exceed cap per fee schedule below. Convert existing second story office into a new locker room to serve 5-6 employees to include an additional shower and toilet, upgrade existing bathroom to become an accessible unisex bathroom, reconfigure remaining office space, and document existing building's accessibility and site accessibility. Responses to building review plan check comments are included. Article 2: Architect's Responsibilities The Architect shall develop a design solution based on the project requirements as described by the Owner. Upon the Owner's approval of Schematic Design and Design Development, the Architect shall prepare Construction Documents indicating requirements for the construction of the Project and shall coordinate its services with any consulting services the Owner provides, as well as coordinate its, services with consultants under contract to the Architect, as identified in the fee schedule below. The Architect shall assist the Owner in filing documents required for the approval of governmental authorities. The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. During Construction, the Architect shall conduct periodic site visits as construction progresses to determine if, in general, the Work observed is being performed in accordance with the Construction Documents. The Architect shall not be required to perform continuous observation and shall not have control over or charge of, and will not Tiffany Dell'Aquila Miller, Architect and Los Altos Hills Agreement Page 1 of 5 be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility. The Architect will promptly respond to requests for information, review and approve or take appropriate action upon Contractor's shop drawings and submittals, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Construction Documents. The Architect will not be responsible for the Contractor's failure to carry out the Work in accordance with the Construction Documents. The Architect has authority to reject Work that does not conform to the Construction Documents. Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from the Construction Documents, and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. Article 3: Owner's Responsibilities The Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish consulting services not provided by the Architect, but required for the Project, such as surveying, which shall include property boundaries, topography, utilities, and wetlands information; all engineering services (such as 4R+e-tura , TmeehaRrGal, civil, geotechnical, landscape, septic, etc.) that are required for the Project as indicated by the City, Architect, and/or Contractor. The Owner shall be responsible for all permit fees, special tests and inspections, legal, accounting and insurance services that may be necessary for the Project. The Owner shall employ a Contractor, experienced in the type of Project to be constructed, to perform the construction Work and to provide price information. The Architect shall be entitled to rely on the accuracy and completeness of the Owner's information, and the Architect shall not be liable for any claims or damages which result from errors, omissions, or the incompleteness of such information. Article 4: Use of documents Drawings, specifications, and other documents, including those in electronic form, prepared by the Architect are the Architect's Instruments of Service, and for the Owner's use solely with respect to constructing the Project. The Architect shall, at all material times, be deemed the author and owner of these Instruments of Service, and shall retain all common law, statutory and other reserved rights, including copyright. Upon substantial completion of the construction of the Project, provided that the Owner substantially performs its obligations under this Agreement including but not limited to payment in full for all sums due to Architect, the Architect grants to the Owner a non-exclusive license to use the Architect's Instruments of Service as a reference for maintaining, altering, and adding to the Project. The Owner agrees to defend, indemnify, and hold harmless the Architect from all costs and expenses related to claims arising from the Owner's use of the Instruments of Service without retaining the Architect. When transmitting copyright -protected information for use on the Project, the transmitting party represents that it is either the copyright owner of the information or has permission from the copyright owner to transmit the information for its use on the Project. Article 5: Insurance, Dispute Resolution, Indemnity The Architect maintains Professional Liability Insurance. If requested by the Owner, the Architect will furnish evidence of this insurance. Tiffany Dell'Aquila Miller, Architect and Los Altos Hills Agreement Page 2 of 5 In the event of any dispute between the parties arising under this Agreement, the parties shall first endeavor to settle such disputes through mediation. The parties shall bear their own attorney's fees and costs but shall share equally the cost of the mediator. If the parties are unable to settle the dispute through mediation, the dispute shall be settled by recourse to litigation in the State of California. In recognition of the relative risks and benefits of the Project to both the Owner and the Architect, the risks have been allocated such that the Owner agrees, to the fullest extent permitted by law, to limit the liability of the Architect and Architects sub -consultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorney's fees and costs and expert -witness fees and costs, so that the total aggregate liability of the Architect and sub -consultants shall not exceed the total fee for services rendered on this Project. It is intended that this limitation apply to all liability or cause of action however alleged or arising, unless otherwise prohibited by law. In no event shall the Architect and Architects sub - consultants bear any personal liability for any claims or damages related to this Project. The Owner understands and acknowledges that in the remodeling of existing structures, certain design and technical decisions are made based on assumptions that are based upon readily available documents and visual observations of existing conditions. If the Architect's assumptions, made in good faith, prove to be incorrect, the Owner agrees that the Architect shall have no responsibility for any costs or expense incurred by the Owner as a result of the differing conditions. In addition, if the Architect is required to make changes to the Architect's Instruments of Service, the Owner shall compensate the Architect for such services as an Additional Service. The Owner shall indemnify and hold harmless the Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, which arise as a result of inaccurate or incomplete documentation or information furnished by the Owner. Article 6: Termination, Suspension or Abandonment This Agreement may be terminated by the Owner, with or without cause, upon giving seven (7) days written notice of termination to the Architect. In the event of termination, suspension, or abandonment of the Project by the Owner, the Architect shall be compensated for services performed, together with Reimbursable Expenses then due. The Owner's failure to make payments in accordance with this Agreement shall be considered substantial nonperformance and sufficient cause for the Architect to suspend or terminate services. Either the Architect or the Owner may terminate this Agreement after giving no less than seven days' written notice if the Project is suspended for more than 90 days, or if the other party substantially fails to perform in accordance with the terms of this Agreement. Further, upon such termination, the Owner shall not be entitled to continue to use the Architect's Instruments of Service for use in this Project or any other without the Architect's express written permission and consent, and the Architect shall continue to hold and retain all common law, statutory and other reserved rights, including copyrights after such termination. The Architect shall have no liability to the Owner for delay or damage caused to the Owner because of such termination. Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion, Article 7: Miscellaneous Provisions The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. Tiffany Dell'Aquila Miller, Architect and Los Altos Hills Agreement Page 3 of 5 This Agreement shall be governed by the law of the place where the Project is located. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or the Architect. The Architect shall have no responsibility for the discovery, presence, handling, removal, or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. The Architect and Owner waive incidental, direct, punitive, special and consequential damages for claims, disputes or other matters arising out of this Agreement. This mutual waiver is application, without limitation, to all damages due to termination of this Agreement. This waiver does not however limit the Architect's ability to recover damages from the Owner, pursuant to the indemnification obligation under this Agreement. Article 8: Payments and Compensation to the Architect The Architect's Compensation shall be on an hourly basis as specified in Article 9: Fee Schedule, to be invoiced monthly or upon completion of project milestones. Payments are due and payable upon receipt of the Architect's invoice. Amounts unpaid (21) days after the invoice date shall bear 2% interest per month. One-way travel for project -related meetings is billed on an hourly basis (local commute by car from Santa Clara office). The Owner shall reimburse the Architect for expenses incurred in the interest of the Project, plus percent (10%). Article 9: Fee Schedule 1. Initial Retainer: $0.00 a, This upfront fee shall be paid upon execution of this Agreement as an advance on future services to be provided. Fee schedule: Contact Information Team member Fee ($) 10% Overhead ($) ,Tiffany Dell'Aquila Miller, j Architect 12820 Cozumel Circle 196 (CGL) tiffany@tdm,architect.corn Santa Clara, CA 95051 Architect 17,000 204 (PGL) 408 316 5405 Xin Huang, S.E. Hohbach-Lewin, Inc. 260 Sheridan Ave. Suite 150 Palo Structural and Civil Engineers Alto, CA 94306 Structural 6,000 ! 600, xhuang@hohbach-lewin.com Main: 650-617-5930 ext. 242 Direct: 650-468-2069 J j John Hutson 2937 Veneman Ave Suite C275 Mechanical, f California Living and Energy Modesto, CA 95356 Electrical, 3,500 i 350 john.hutson@califliving.com Office 209-618-4462 Plumbing James Hernandez 2937 Veneman Ave Suite C275 f California Living and Energy Modesto, CA 95356 T24 Energy 500 i 50 james.hernandez@califliving.com Office 209-618-4462 Report Subtotal: 27,000 I 1,400 !Total (not to exceed); 28,400 j 3. Hourly Rates: Total contract not -to -exceed $28,400 a. Project Architect: $150 b. Clerical/Drafting: $ 75 c. Hourly rates listed are subject to annual increases of up to 5%. Tiffany Dell'Aquila Miller, Architect and Los Altos Hills Agreement Page 4 of 5 This Agreement entered: Date Owner (Signature) 27400 Purissima Road Owner (Printed) 27400 Purissima Road 12/1/2023 Date Architect (Signature) Tiffany Dell'Aquila Miller, Architect License no. C 37479 Tiffany Dell'Aquila Miller, Architect and Los Altos Hills Agreement Page 5 of 5 ,n►coRv0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/05/2023 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 CONTACT NAME: PHONEFAX No Ext): (ggg ) 202-3007 A/C No): E I/NC. IL ADDRESS: contact@hiscox.com INSURERS AFFORDING COVERAGE NAIC # Atlanta GA, 30328 INSURER A: Hiscox Insurance Company Inc 10200 INSURED Tiffany Dell Aquila Miller Architect 1255 E Vista Way, #328 INSURER B: INSURERC: Vista, CA 92084-4039 INSURER D : INSURER E : MED EXP (Any one person) $ 5,000 INSURER F : GUVERAGES rFRTIFICATF NIIMRFR• RGVIQIn Al nu Inn121=0- 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. NSIR ILTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_1 OCCUR EACH OCCURRENCE $ 2,000,000 DAMAGE TO RE TED PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 5,000 A Y P100.190.143.5 04/01/2023 04/01/2024 &ADV INJURY $ 2,000,000 AGGREGATE LIMIT APPLIES PER: POLICY ❑ JECT LOC —PERSONAL GENERALAGGREGATE $ 2,000,000 GEN'L PRODUCTS -COMP/OP AGG $ S/T Gen. Agg. $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO A X ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS BODILY INJURY (Per accident $ ) PROPERTY DAMAGE $ Per accident CGL HNOA Limit $ 2,000,000 er occurrence UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBEREXCLUDED? N/A I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT 1 $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) Town of Los Altos Hills, Town, it's officers, officials, employees and volunteers are to be covered as insureds as respects :Liability arising out of work or operation s performed by or on behalf of the consultant; Hired non - auto coverage in the amount of $2,000,000. applies. Primary and Non contributory endorsement applie s in favor of the additional insured,. Hiscox will endeavor to give 30- Day notice of cancelation per policy terms and conditions. CERTIFICATE HOLDER rANrFI I ATInN THE TOWN OF LOS ALTOS HILLS 26379 FREMONT ROAD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE LOS ALTOS HILLS, CA 94022 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD IAM HISCOX encourage courage® 40 HISC®X HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage,, 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Commercial General Liability Declarations In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy. Declaration effective from: December 5, 2023 Policy No.: P100.190.143.5 Named Insured: Tiffany Dell Aquila Miller Architect Address: 2327 Catalina Ave. Vista, CA 92084 Email Address: tiffany@tdm-architect.com Policy period: From: April 1, 2023 To: April 1, 2024 At 12:01 A.M. (Standard Time) at the address shown above. Form of Business: Other Each Occurrence Limit: $2,000,000 Damage to Premises Rented to You Limit: Medical Expense Limit: Personal & Advertising Injury Limit: General Aggregate Limit: Products/Completed Operations Aggregate Limit: Supplemental Business Personal Property Floater Coverage Limit: $1001000 Any one premises $5,000 Any one person $2,000,000 Any one person or organization $2,000,000_ Products -completed operations are subject to the General Aggregate Limit Supplemental Business Personal Property Floater Not Applicable Coverage Deductible: All Premises You Own, Rent or Occupy Premises Number: 1 Address: Premises Number: Address: 2327 Catalina Ave Vista, CA 92084 O 1255 E Vista Way, #328 Vista, CA 92084-4039 Total Premium: 426.00 Attachments: See attached Forms and Endorsements Schedule. CGL 10001 1018 Includes copyrighted material of Insurance Services Office, Inc., with Page 1 its permission. @ ISO Properties, Inc., 2000 HISCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage® 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 IN WITNESS WHEREOF, the Insurer Indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. President Secretary rt Yom'^ Authorized Representative CGL D001 1018 Includes copyrighted material of Insurance Services Office, Inc., with Page 2 its permission. © ISO Properties, Inc., 2000 40 H 15COX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage- 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Forms and Endorsements Schedule Forms and Endorsements made part of this policy at time of issue: CGL D001 10 18 - Commercial General Liability Declarations INT D001 01 10 - Forms and Endorsements Schedule CGL E5581 CW (03/16) - Primary and Noncontributory - Other Insurance Condition IL 09 85 12 20 - Disclosure Pursuant To Terrorism Risk Insurance Act INT D001 01 10 Page 1 of 1 Am HISCOX encourage courage® atm H I SCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective: P100.190,143.5 Tiffany Dell Aquila Miller Architect 27 12/05/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy, pro- vided: 1. you have agreed in a written contract or agreement to add such additional insured to a policy providing the type of coverage af- forded by this policy; and 2. you have agreed in a written contract or agreement with such additional insured that this insurance would be primary and would not seek contribution from any other insur- ance available to the additional insured. CGL E5581 CW (03/16) Includes copyrighted material of Page 1 of 1 Insurance Services Office, Inc., with its permission rkv HISCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage® 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Forms and Endorsements Schedule Forms and Endorsements made part of this policy at time of issue: CGL D001 10 18 - Commercial General Liability Declarations INT D001 01 10 - Forms and Endorsements Schedule CGL E5410 CW (03/10) - Policy Changes CGL E5691 CW (11/19) - Hired Auto And Non -Owned Auto Liability IL 09 85 12 20 - Disclosure Pursuant To Terrorism Risk Insurance Act INT D001 01 10 Page 1 of 1 VAM HISCOX Policy Number: P100.190.143.5 Named Insured: Tiffany Dell Aquila Miller Architect Endorsement Number: 24 Endorsement Effective: 12/01/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON -OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage Limit of Insurance Hired/Non-owned auto $2,000,000 each occurrence liability The Limit of Insurance shown above will be subject to, and will not increase, the General Aggregate Limit applicable to the Commercial General Liability Coverage Part. If no information is stated above, the relevant information to complete the Schedule will be shown in the Declarations. A. The coverage provided by this endorsement will apply only up to the Limit of Insurance specified above or in the Declarations, if no information is shown in the Schedule. 1. Hired Auto Liability The coverage provided under Coverage A — Bodily Injury and Property Damage Liability in Section I — Coverages applies to "bodily injury" or "property damage" arising out of the maintenance or use of a"hired auto" by you or your "employees" in the course of your business. 2. Non -owned Auto Liability The coverage provided under Coverage A — Bodily Injury and Property Damage Liability in Section I — Coverages applies to "bodily injury" or "property damage" arising out of the maintenance or use of any "non -owned auto" in your business by any person. B. With respect to the coverage provided by this endorsement only, the following apply: 1. The exclusions under Paragraph 2. Exclusions in Coverage A — Bodily Injury and Property Damage Liability in Section I — Coverages, other than Exclusions a., b., d., f., and I. are deleted in their entirety, and exclusions e. and j. are replaced by the following: hn-e. Employer's Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and CGL E5691 CW (11/19) Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 2 (2) To any obligation to share damages with or repay someone else who must pay damages because of injury. This exclusion does not apply to: (i) Liability assumed by the insured under an "insured contract"; or (ii)"Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers' compensa- tion law. hn j. Damage to Property "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2)Property in the care, custody, or control of the insured. 2. Section II - Who Is An Insured is deleted in its entirety and replaced by the following: Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a "hired auto" with your permission; c. Solely for a "non -owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours; but only while such "non -owned auto" is being used in your business; and d. Any other person or organization, but only for their liability because of acts or omissions of an insured under a., b. or c. above. None of the following will be considered an insured under this endorsement: (1) Any person engaged in the business of their employer for "bodily injury" to any co - "employee" of such person injured in the course of employment, or to the spouse, child, parent, brother, or sister of that co -"employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; (2) Any partner or "executive officer" for,any "auto" owned by such partner or officer or a member of his or her household; (3) Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you operate; (4) The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non -owned auto" or any agent or "employee" of any such owner or lessee; or (5) Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. For purposes of this endorsement only, Section III — Limits of Insurance is amended to the extent necessary to provide the following: Regardless of the number of "hired autos", "non - owned autos", or vehicles involved, or the number of claims made or "suits" brought, the most we will pay for all damages resulting from any one "occurrence" covered under this endorsement will be the Limit of Insurance stated in the Schedule above. All payments we make for damages covered by this endorsement will be a part of, and not in addition to, the General Aggregate Limit stated in the Declarations. D. For the purposes of this endorsement only, 4. Other Insurance in Section IV — Commercial General Liability Conditions is deleted in its entirety and replaced by the following: This insurance is specifically excess over any primary insurance covering the "hired auto" or "non -owned auto". D. With respect to the coverage provided by this endorsement, the following additional definitions are added to Section V- Definitions: 1. "Auto business" means the business or occu- pation of selling, repairing, servicing, storing, or parking "autos". 2. "Hired auto" means any "auto" you lease, hire, rent, or borrow. "Hired auto" does not include any "auto" you lease, hire, rent, or borrow from any of your "employees", your partners, or your "executive officers", or members of their house- holds. 3. "Non -owned auto" means any "auto" you do not own, lease, hire, rent, or borrow which is used in connection with your business. This in- cludes "autos" owned by your "employees", your partners, or your "executive officers", or members of their households, but only while used in your business or your personal affairs. CGL E5691 CW (11/19) Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 2 AM""""� HISCVX encourage courage - Policy Number: P100.190.143.5 Named Insured: Tiffany Dell Aquila Miller Architect Endorsement Number: 25 Endorsement Effective: 12/01/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE — PART I Terrorism Premium (Certified Acts) $ 4.00 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Cover- age Form(s) and/or Policy(ies): Additional information, if any, concerning the terrorism premium: SCHEDULE — PART II Federal share of terrorism losses 80 % (Refer to Paragraph B. of this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. IL 09 85 12 20 © Insurance Services Office, Inc., 2020 Page 1 of 2 40 H I SCOX encourage courage - Policy Number: P100.190.143.5 Named Insured: Tiffany Dell Aquila Miller Architect Endorsement Number: 25 Endorsement Effective: 12/01/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. A. Disclosure Of Premium In accordance with the federal Terrorism Risk In- surance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certi- fied under the Terrorism Risk Insurance Act. The portion of your premium attributable to such cov- erage is shown in the Schedule of this endorse- ment or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses in- sured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses at- tributable to terrorist acts certified under the Ter- rorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terror- ism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures es- tablished by the Secretary of the Treasury. IL 09 86 12 20 © Insurance Services Office, Inc., 2020 Page 2 of 2 AG"'`!'^1f9 7 0 �..�" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD(YYYY) 12/01/2023 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 pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 CONTACT PHONE FAX AIC No Ext : (888) 202-3007 A/C No): E-MAIL hlscox.comttac ADDRESS: conG INSURERS AFFORDING COVERAGE NAIC# Atlanta GA, 30328 INSURERA: Hiscox Insurance Company Inc 10200 EACH OCCURRENCE $ INSURED INSURERS: Tiffany Dell Aquila Miller Architect 1255 E Vista Way #328 Vista, CA 92084 INSURERC: INSURER D: INSURER E: PRODUCTS - COMP/OP AGG $ INSURER F : COVERAGES CERTIFICATE NUMBER: 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. I TR TYPE OF INSURANCE ADDD SUED POLICYNUMBER POLICY EFF MMIDD/� LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE El OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I PRO JECT ❑ LOC OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS L COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accldenl $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA SPER TATUTE ORH E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability P100.183.553.5 04/01/2023 04/01/2024 Each Claim: $1,000,000 Aggregate: $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) CERTIFICATE HOLDER CANCELLATION ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD TOWN OF LOS ALTOS HILLS BUSINESS LICENSE TAX CERTIFICATE Business Name: TIFFANY DELL'AQUILA MILLER, ARCHITECT Business Location: 2820 COZUMEL CIR SANTA CLARA, CA 95051-3050 Business Type: Owner(s): TIFFANY D. MILLER ARCHITECTURAL SERVICES TIFFANY DELL'AQUILA MILLER, ARCHITECT License Number: 03205235 1255 E VISTA WAY # 328 Date Issued: 1/1/2024 VISTA, CA 92084-4039 Expiration Date: THIS LICENSE MUST BE POSTED INA CONSPICUOUS PLACE AT THE BUSINESS LOCATION. IT IS NOT TRANSFERABLE OR ASSIGNABLE TIFFANY DELL'AQUILA MILLER, ARCHITECT: Thank you for your payment on your Town of Los Altos Hills Business License. 12/31/2024 This License Certificate does not permit any individual, business, or corporate entity, to conduct business activity which would otherwise be prohibited in the Town. Payment of a business tax (required by the provisions of the Town of Los Altos Hills Municipal Code), its acceptance by the Town, and the issuance of a certificate to any person, shall not authorize the holder thereof to carry on any business unless the holder has complied with all requirements of said Code and all other applicable laws. This certificate has been issued without verification that the holder is subject to or exempted from licensing by the state, county, or federal government; or any other government or government agency. Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate license. If you have questions concerning your business license, contact the Business Support Center via email at LosAltosHills@hdlgov.com or by telephone at (650) 443-9095. Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dea.ca.gov/publications/ AEfOS II6t5 TOWN OF LOS ALTOS HILLS MUM 8839 N CEDAR AVE #212 CAIdF01t��A FRESNO, CA 93720 TIFFANY DELL'AQUILA MILLER, ARCHITECT 1255 E VISTA WAY # 328 VISTA, CA 92084-4039 TOWN OF LOS ALTOS HILLS BUSINESS LICENSE TAX CERTIFICATE License Number: 03205235 Date of Issue: 01/01/2024