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HomeMy WebLinkAboutReso 52-2016 (16-284)File Number: 16 -284 City of South San Francisco Resolution: RES 52 -2016 P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Enactment Number: RES 52 -2016 RESOLUTION APPROVING CONSULTING SERVICES AGREEMENTS, WITH CSG CONSULTANTS, INC., WEST COAST CODE CONSULTANTS, INC., AND 4LEAF INC. TO PROVIDE ADMINISTRATIVE, PLAN CHECK, AND BUILDING INSPECTION SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS AND AMENDING THE FY 2015 -2016 BUDGET. WHEREAS, on February 12, 2016, City of South San Francisco ( "City ") staff issued a Request for Proposals ( "RFP ") for Administrative, Plan Check and Inspection Services in the Building Division; and WHEREAS, on March 4, 2016, staff received seven consulting proposals for the various professional and specialized requested services; and WHEREAS, of the seven consulting responses, CSG Consultants, Inc., West Coast Code Consultants, Inc., TRB+ Associates, and 4Leaf, Inc. were the most qualified based on the RFP requirements; and WHEREAS, on March 23, 2016, an oral board reviewed the proposals and interviewed four selected consultants based on their project understanding, example projects, expertise, and proposals; and WHEREAS, on May 11, 2016, staff presented the oral board recommendations to the City Council; MII WHEREAS, staff recommends awarding three consulting services agreements for administrative, plan check, and building inspection services to (1) CSG Consultants, Inc. in an amount not to exceed $1,400,000 for each year of the two year contract period, with the ability to renew for a two year period at the City's sole discretion; (2) West Coast Code Consultants, Inc., in an amount not to exceed $1,400,000 for each year of the two year contract period, with the ability to renew for a two year period at the City's sole discretion; and (3) 4Leaf, Inc., in an amount not to exceed $1,200,000, for each year of the two year contract period, with the ability to renew for a two year period at the City's sole discretion; such agreements are attached hereto and incorporated herein as Exhibit A, B, and C; and WHEREAS, funding for �oJTx sane with total building division permit revenues expected to exceed $667,000 in FY 2015 -16 and $7 million in FY 2016 -17. L911FOFl��P File Number: 16 -284 City of South San Francisco Resolution: RES 52 -2016 P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Enactment Number: RES 52 -2016 RESOLUTION APPROVING CONSULTING SERVICES AGREEMENTS, WITH CSG CONSULTANTS, INC., WEST COAST CODE CONSULTANTS, INC., AND 4LEAF INC. TO PROVIDE ADMINISTRATIVE, PLAN CHECK, AND BUILDING INSPECTION SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS AND AMENDING THE FY 2015 -2016 BUDGET. WHEREAS, on February 12, 2016, City of South San Francisco ( "City ") staff issued a Request for Proposals ( "RFP ") for Administrative, Plan Check and Inspection Services in the Building Division; and WHEREAS, on March 4, 2016, staff received seven consulting proposals for the various professional and specialized requested services; and WHEREAS, of the seven consulting responses, CSG Consultants, Inc., West Coast Code Consultants, Inc., TRB+ Associates, and 4Leaf, Inc. were the most qualified based on the RFP requirements; and WHEREAS, on March 23, 2016, an oral board reviewed the proposals and interviewed four selected consultants based on their project understanding, example projects, expertise, and proposals; and WHEREAS, on May 11, 2016, staff presented the oral board recommendations to the City Council; MII WHEREAS, staff recommends awarding three consulting services agreements for administrative, plan check, and building inspection services to (1) CSG Consultants, Inc. in an amount not to exceed $1,400,000 for each year of the two year contract period, with the ability to renew for a two year period at the City's sole discretion; (2) West Coast Code Consultants, Inc., in an amount not to exceed $1,400,000 for each year of the two year contract period, with the ability to renew for a two year period at the City's sole discretion; and (3) 4Leaf, Inc., in an amount not to exceed $1,200,000, for each year of the two year contract period, with the ability to renew for a two year period at the City's sole discretion; such agreements are attached hereto and incorporated herein as Exhibit A, B, and C; and WHEREAS, funding for these services will be offset with total building division permit revenues expected to exceed $667,000 in FY 2015 -16 and $7 million in FY 2016 -17. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby takes the following actions: Page I File Number: 16 -284 Enactment Number: RES 52 -2016 Approves of the consulting services agreements with CSG Consultants, Inc., West Coast Code Consultants, Inc., and 4Leaf, Inc. for administrative, plan check, and building inspection services for the Building Division in a combined total amount not to exceed $4,000,000 for each year of the two year contract period. Authorizes the City Manager to execute the consulting services agreements with CSG Consultants, Inc. in an amount not to exceed $1,400,000 for each year of the two year contract period, attached hereto and incorporated herein as Exhibit A, with West Coast Code Consultants, Inc. in an amount not to exceed $1,400,000 for each year of the two year contract period, attached hereto and incorporated herein as Exhibit B, and with 4Leaf, Inc. in an amount not to exceed $1,200,000 for each year of the two year contract period, attached hereto and incorporated as Exhibit C, for each year of the two year contract period, subject to review and approval as to form by the City Attorney. Authorizes the City Manager to amend the FY 2015 -16 budget in the amount of $667,000. Authorizes the City Manager to take any other action consistent with carrying out the intent of this Resolution. At a meeting of the City Council on 5/11/2016, a motion was made by Richard Garbarino, seconded by Pradeep Gupta, that this Resolution be approved. The motion passed. Yes: 5 Councilmember Normandy, Councilmember Garbarino, Councilmember Matsumoto, Vice Mayor Gupta, and Mayor Addiego Attest b� Page 2 EXHIBIT A CONSULTING SERVICES AGREEMENT CSG CONSULTANTS, INC. CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND CSG CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ( "City") and CSG Consultants, Inc. ( "Consultant") (together sometimes referred to as the "Parties ") as of May 11, 2016 (the "Effective Date "). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit & attached hereto 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 May 11, 2016 and shall end on May 11, 2018, with the ability to renew for an additional two years, 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 City's right to terminate the Agreement, as provided for 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 in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 13 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, 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 City of such desire of City, 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 Sections 1.1 and 12 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed one million four hundred thousand dollars ($1,400,000), 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. City 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 City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 1 of 15 Consultant and City acknowledge and agree that compensation paid by City 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. City 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 per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred priorto the invoice date. Invoices shall contain the following information: • 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 City'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 amount and purpose of actual expenditures for which reimbursement is sought; 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.k3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit A. 2.5 Reimbursable Expenses, Reimbursable expenses are specified below, and shall not exceed those amounts specified in in EXHIBIT A. Expenses not listed in EXHIBIT A are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 2 of 15 2,6 Payment of Taxes. Consultant 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 California 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 to withhold taxes from non - California subcontractors as required by law. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City 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 in order to verify costs incurred to that date. 2.8 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. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall fumish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City, In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. 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 Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. 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). 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' Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 3 of 15 Compensation Insurance and Employers Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($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 (as defined in Section 10.9). 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 City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 421 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 ONE MILLION DOLLARS ($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 there from, 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 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. 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. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 4 of 15 43 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 ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self- insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $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 (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. Agreement. 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 must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under with insurers this a Bests' rating 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, Consultant shall furnish City 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 City 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 City reserves the right to require complete copies of all required insurance policies at any time. Consulting Services Agreement between [Rev, 2.3.20141 May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 5 of 15 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4AA Additional insured: Primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following; liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant's insurance policy includes a self - insured retention that must be paid by a named insured as a precondition of the insurer's 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. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 6 of 15 administration, and defense expenses that is satisfactory in all respects to each of them. 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. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a'Wasting" policy limit. 4.4.6 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. 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 c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no pars to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any Consulting Services Agreement between [Rev: 23.20141 May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 7 of 15 damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant 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 City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant 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 City. 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 City. City 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 City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, 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 City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and /or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS, 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 71 Compliance with Applicable Laws. Consultant 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 governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 8 of 15 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what -so -ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City 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 City. 7.5 Nondiscrimination and Eaual 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. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City 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 City grants such an extension, City 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, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 9 of 15 83 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting_. City 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 City 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 assign or 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 City 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, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.62 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 8.6.4 Charge Consultant the difference between the costs to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City 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 City. Consultant hereby agrees to deliver those documents to the City 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 City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 10 of 15 and will not be released to third parties without prior written consent of both parties unless required by law. 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 City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 93 In_ pection 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 City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Reauest for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Confidential," "Business Secret" or "Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does notconstitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS, Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 11 of 15 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or 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 San Mateo or in the United States District Court for the Northern District of California. 103 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. 101 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City 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 City official in the work performed pursuant to this Agreement. No officer or employee of City 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 twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) 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 vrill be required to reimburse the City for any sums paid to the Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 12 of 15 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 Alex Greenwood, Economic & Community Development Director ( "Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant: City: CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 And: Alex Greenwood, Director, Economic & Community Development City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 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 Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 13 of 15 "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 all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 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. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 14 of 15 The Parties have executed this Agreement as of the May 11, 2016. CITY OF SOUTH SAN FRANCISCO Consultants City Manager NAME: Cyrus Kianpour, PE, PLS TITLE: President Attest: Krista Martinelli, City Clerk Approved as to Form: City Attorney 2051688.4 Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and CSG Consultants, Inc. Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 1 of 9 SCOPE OF SERVICES KEY BENEFITS CSG's proposed staff has been selected to understand and best support the City of South San Francisco, and will deliver the highest level of service through its application of technical expertise, knowledge of municipal processes and procedures, efficient and effective customer care, and application of code compliance combined with innovative and helpful alternatives. Our extensive experience in furnishing comprehensive building and fire life safety services to jurisdictions provides a consistent, strong technical foundation to all projects. From cutting edge digital plan review and online plan checkstatus reporting to providing faster - than - scheduled turnaround times, CSG will deliver the highest quality services to the City of South San Francisco. Key benefits that we offer include: Expertise in plan review for biotech industry. CSG has been a seamless extension of the City staff in reviewing and processing the variety of biotech building plans submitted for review, and in partnership with the City implemented a number of processes to streamline the review cycle for the projects. Our staff has also provided 24 hour inspection services to assist the City in providing building inspection to these very important projects. Familiarity with the City's processes and standards. CSG has been providing plan review and building inspection services to the City for the past 24 years and is extremely familiar with the City's municipal code, policies and practices. We have provided all range of services to the City including plan review, inspection and staff augmentation and have been a dependable partner through the years. Importantly, if selected, our team will provide services without any interruptions or training, resulting in continuous service to the City's customers. / Understanding of the internal and external customers and stakeholders. CSG has developed knowledge and understanding of the various internal and external stakeholders rangingfrom the California Water Company to Fire Marshal. We have also collaborated with the stakeholders in problem solving and resolving complex issues. Our team will continue to offer their skillsand experience to the City in providing these high level services. / Genentech digital submittals and permit tracking. CSG in partnership with the City and Genentech has developed a paperless plan submittal, plan review, and permit tracking system. This system streamlined the submittal and approval process in order to reduce the turnaround time of issuing permits. / Concentrated focus on cost- saving approaches and methods. Because we servemany municipalities and agencies, we are constantly improving and adapting to provide our clients with the most cost - effective services. We share a wealth of recommendations from our varied experience with other communities to help keep our clients' budgets healthy and on- track. / Customized, responsive services. We are skilled at assessing time commitments, developing an accurate work plan and applying dedicated, professional personnel. We can quickly fine- Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 2 of 9 tune staffing levels to match or adjust to changes in plan review, inspection and front counter activity— always maintaining the highest level of customer service. We hand pick staff uniquely qualified and experienced to deliver the exact services requested. Fully committed and qualified personnel. We maintain a staff fully licensed and certified at the highest level of industry standards. To keep our personnel on the industry's cutting edge, many serve as popular educational instructors and lecturers as well as sit on leading boards and committees for organizations developing and implementing important code regulations. We also keep up with latest in procedures and use of products, e.g., green building, accessibility, CASp certification requirements, NPDES, MRP, and more. / Swift turnarounds and expedited services. With extensive experience in the digital plan review process, our staff excels at providing the speediest turnarounds in the industry. We easily match and more often beat any required timing. Our corporate office is in San Mateo and we can easily be available for meetings at City Hall when requested. Leading -edge technology with cost - saving solutions. CSG delivers a suite of digital options for jurisdictions— speedy digital plan reviews including electronic versions of plan comments, an optional, easy -to -use web application /portal for submittal, tracking and approval of digital plans; and, full scanning as well as available archival services. / Environmentally friendly practices. Our corporate policy on sustainability supports ahealthy environment, reduces our carbon footprint and promotes environmental stewardship through environmentally preferable purchasing and other sustainability actions. Our digital planreview system encourages the bypass of paper use, and all possible documents at CSG are printed double -sided on recycled, post- consumer content paper. CSG is a certified Green Business in the County of San Mateo. COMMITMENT TO EXCELLENCE We encourage staff to participate in and contribute to the many associations important to our industry. Knowing technical excellence and proficiency is vital to successful public service, attendingupdate seminars, specialized training classes and continuing certification conferences is an integral partof delivering best -in- the - business service to our clients. Many of our staff hold or have held key positions within the groups listed below as well as serve as in- demand instructors ancitrainers. / League of California Cities I California Building Officials IMMUMS I International Code Council / ICC Chapters of Peninsula, East Bay, Monterey, Central Coast Yosemite, Sacramento Valley, Napa- Solono, Shasta Cascade, Los Angeles Basin, Coachella, MEMBER Orange Empire, Foothill, Redwood Empire sm 4 I County Building Officials Association of California California Fire ChiefsAssociation WD POW itAV / Northern California Fire Prevention Officers xaCUIN0' 'AI I Southern California Fire Prevention Officers National Fire Protection Association ! .j California Automatic Fire Alarm Association American Fire Sprinkler Association I National Fire SprinklerAssociation` me American Public WorksAssociation r 7' Consulting Services Agreement between isae•e ^4'w May 11, LU1b City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 3 of 9 Institute of Transportation Engineers �L 1 WA I Structural Engineers Association of Northern California I Structural Engineers Association of Southern California I Certified Access Specialist Institute (CAST) PLAN REVIEW SERVICES Compliance Standards Our team of professionals is ready to assist in all aspects of plan review and to focus on the special needs and requirements of each of our clients, such as the City of South San Francisco's need for both in -house and off -site plan review services. We promise prompt turnaround times and offer comprehensive online status reports. Our plan checkers carefully review all documents forcompliance with building codes, fire codes, energy conservation standards, State accessibility regulations, and all local ordinances. We understand and will comply with the City's own requirements for plan review services. Our engineers and plan reviewers review plans for compliance with all policy and model codes adopted by the State of California, including but not limitedto: 2013 California Building Code, Volumes land 2 2013 California Residential Code 2013 California Electrical Code 2013 California Plumbing Code 2013 California Mechanical Code 2013 California Fire Code as amended and adopted by the state California (Title -24, Part 9 California Code) National Fire Codes as published by the National Fire Protection and referenced by the State of California (California Code of Regulations, Title -19, Section 1.09) I 2013 State Historical Building Code 2013 California Energy Code (as directed by the California EnergyCommission) 1 2013 California Green Building Code (except those sections per the California EnergyCode) I NPDES/WQMP/SWPPPCompliance City adopted ordinances and amendments relative to building and municipal codes, including project Conditions of Approval from other City departments, divisions, regulating agencies, and jurisdictions C.ASp Services We understand California Building Departments are required to have CASpcertified staff in place and available for technical questions and interpretations. OurCASp certified staff are knowledgeable of state and federal accessibility laws and regulations and possesses the expertise necessary to promote access to facilities for persons with disabilities. In accordance with current regulations, CSGwill supply CASp certified professionals to review plans for accessibility and to facilitate compliance with regulations. OSHPD3 Reviews k Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 4 of 9 Our staff of professional engineers and certified plans examiners is experienced with thedifferences between the CBC and OSHPD3 facilities and have successfully completed many OSHPD 3 plan reviews for multiple client agencies. CSG can also provide certified OSHPD Inspectors of Record for a variety of different projects upon request. Green Building and LEER Certifications Our Building Division staff is experienced in plan review and inspection for compliance with CALGreen and local green building ordinances. In addition, CSG Consultants has all of the qualifications necessary to assist the City in both the development of policy and the implementation of green andsustainable building practices. CSG's Sustainability Programs division can assist, for example, with construction and demolition debris recycling programs as well as public outreach to the building industry. We have Certified Green Building Professionals (CGBP) and LEED accredited personnel on staff. Plan Check Comments All plan check comments will be formatted to the City's established correction list templates.Any additional forms established by the City for alternative methods of construction and /or deviations from requirements, such as disabled access, will be incorporated into the correction comments and returned with the appropriate recommendations. In addition, plan check comments can be delivered electronically by email or other City approved means. This will enable City staff to immediatelymodify our checklist for incorporation with other department com me nts. Quality Control / Quality Assurance CSG's in -house quality assurance / quality control program utilizes a peer review process with multi- level internal plan checking and project management. A senior staff member will review plan check comments in order to ensure relevance and accuracy. Plans Pickup and Delivery CSG will arrange for pickup and delivery of plans from /to City offices. The pickup and delivery of plans and other materials via CSG staff or an approved alternative service will be provided at no additional cost. Online Plan Check Status Wek0A1° to CSG Onllm Plan G'a&websa CSG offers a convenient service allowing clients to check plan review status and comments online. By logging on to our website, clicking on Plan Check Status, and entering a password, staff as well as authorized applicants, can view each project document and communicate with the plan checker via e- mail or post -a -note. Staff or authorized applicants can download comments from the website upon completion of the plan review. There is no additional cost for this service. Onsite Plan Review CSG will provide an onsite plan review engineer to help facilitate questions regarding plans andto ensure customer concerns are responded to immediately to prevent potential issues. Kit Wongand Samuel Tan, PE are proposed as the onsite plan review staff. Ms. Wong has served as CSG's main point of contact for all Genentech plan review and is familiar with the City's standards and procedures. Standard Turnaround Times CSG works hard to provide the best quality and most timely service in the industry. We pride ourselves in maintaining the requested plan review times for all our clients —even delivering faster than our Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 5 of 9 own deadlines. Our goal is to approve code - complying projects and to successfully and quickly move work through jurisdictional processes. addition to regularinspection duties to save Residential New Construction 10 Residential Additions 10 Small Residential Remodels 10 Non - Residential /Commercial New Construction 10 Commercial Additions 10 Small Commercial Remodels/ Tenant Improvements 10 Large /Complex Commercial Projects 10 CSG will ensure that all other building and safety duties and follow -up actions not mentioned above will be performed in a timely and responsive manner. All personnel are routinely required to attend training and educational offerings to add to and improve the performance of assigned duties. If a review is anticipated to take longer than the maximum turnaround timing, we will notify the City representative for negotiation as to additional time required to ensure an appropriate level of review. FIELD INSPECTION SERVICES Selection and Standards CSG will provide fully integrated, multi - disciplined building inspectors forall type 1� ,I] , 1 of residential and commercial projects. We provide experienced, [CC certified #{II (and /or with other appropriate entities in accordance withAB717) inspectors. I y Our inspectors ensure compliance with applicable codes and requirements j by identifying code violations, offering solutions to developers, property a owners and tenants on potential risks and safety hazards, and byworking as a team to correct violations. Specific responsibilities include but are not limited to the following: i Providing inspection services for project compliance with relevant codes including accessibility, fire, grading, building, electrical, mechanical and plumbing e Addressing resident inquiries and resolving complaints Genentech and other biotech special inspections A Assisting with the construction and demolition permitting process o Providing code administration, inspection and enforcement P Maintaining records and files concerning construction permits and building code administration, documents for storage and /or imaging In addition, we can utilize inspection personnel whenever possible to perform over - the - counter plan reviews or assist as customer service back -up at the front counter in addition to regularinspection duties to save Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 6 of 9 jurisdictions vaIuable time and expenses. Our inspection staff easily integrates into client organizations, consistently implementing policies and procedures and remaining transparent to applicants and customers. CSG provides all vehicles, fuel, maintenance and other equipment necessary for inspectors to carry out duties with no additional cost to the City. Continuing Certification and Training We take pride in working with inspectors who have a variety of inspection project experiences and who are motivated to achieve the highest level of experience and certification. We work hard to matchyour jurisdiction's level of safety and code compliance and understand that personality and customer service are crucial to on- the -job success. All CSG inspectors are ICC certified and /or possess additional required certifications. In addition, they routinely update their knowledge and skills through specializedtraining classes and seminar attendance in approved and modern methods, materials, tools and safety used in building inspection, as well as the most current buildingstandards. CASp Inspection Services To facilitate the City's compliance with current rules and regulations, CSG can provide a CASp certified professional for technical questions and interpretations, and to perform accessibility compliance inspections and CASp inspection report development. PERMIT TECHNICIAN SERVICES CSG has highly qualified staff available to provide Permit Technician, Planning Technician and Development Review Technician services. These frontline, first response services are vital to the success of the entire building and safety permit process as they often set the tone for the applicant whethera homeowner, contractor, or architect. CSG handpicks exceptionally qualified personnel with acentral focus on operating as an extension of the City's team, understanding the importance of exemplary customer service, knowledge of the inner - workings of building departments, and thorough familiarity with the building application and permitprocess. CSG's permit processing staff is trained in customer service and helping to expedite the permit process. Our staff members are able to perform quick assessments of each customer's needs and ensurethat they are properly served. Our staff is knowledgeable and experienced with permit processing functions including: 0 Providing the public with appropriate forms andhandouts P Creating permit applications and issuing permits using the City's software Accepting plans, specifications, structural calculations and energy reports for plan review P Routing plans for Plans Examiners to plan check P Preparing plan check letters to be sent to applicants Assisting the public with completing applications and other required forms P Providing copies of documents when authorized Our permit technicians maintain orderly working environments, including folding or rolling plans, maintaining file integrity, and logging documents in- and -out in an organized manner. They are familiar with State Contractors License Law and ensure that permits are issued to properly licensed contractors. They are also familiar with multiple permit software systems and are able to quickly gain proficiency with software that has been customized for a particularagency. Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 7 of 9 BUILDING OFFICIAL SERVICES CSG's will provide building official services to the City on a part-time as needed basis. CSG Building Officials are fully licensed, experienced, highly competent and capable of managing anyagency's Building Division. Building Official responsibilities will include, but not be limited to, the following: Quality Control P Building Code updates and adoption P Resolution of inquiries and complaints P Building Official administration, processing of complex Building Code issues and dispute resolution Building and Safety procedure manual development Monthly reporting of Building and Safety activities and annual reporting Participating in pre - development review and providing comments P Processing of Planning Commission and City Council staff reports (as needed) P Attendance at Planning Commission and City Council meetings (as needed) AVAILABILITY AND CUSTOMER SERVICE CSG's main function has been to serve as an extension of the City. We clearly understandthe importance of our role in the success of the City and commit to providing its citizens and business partners— residents, architects, engineers, developers, contractors —as well as City staff, the highest level of service. We believe effective communication and excellent customerservice are essential to a successful working relationship between the City of South San Francisco, CSG and thedevelopment community. CSG's long and successful history with the City has provided the experience necessary for CSG staff to address all City needs that may arise. Office Hours and Meeting Availability CSG staff plan checkers and inspectors are available for applicant inquiries or conferences anytime during regular business hours without charge via telephone, 8:00 AM to 5:00 PM, Monday through Friday. We can easily alter our hours to meet the City's needs. Evenings and weekends for special events and meetings can be accommodated with 48 hours notice. For the City's convenience, we can also meet with City staff, architects and applicants since we recognize the value of pre- design consultation with prospective applicants and are available to provide this service included in our plan review services. Our Project Manager /Lead will be available in personfor consultation and meetings with a reasonable lead time. CSG staff will be available at no cost toattend plan review and inspection related meetings at the City and, when required, will be available toattend meetings at the City to address questions or discuss issues. Response to City Questions or Requests CSG staff can typically respond to the City for all questions or requests generated duringfield inspections or any plan review during the same day, but no later than the following day a requestis received. Inspection Notification Time and Availability CSG staff can typically respond to the City for all questions or requests generated duringfield inspections or any plan review during the same day, but no later than the following day a requestis received. CSG staff currently provides on -call 24/7 inspection for the Genentech campus, allowing for after hour and weekend inspection. Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 8 of 9 Emergency Response CSG is well qualified to respond to a local or regional emergency. Many of our personnel, have assisted in emergencies, such as the San Bruno gas explosion, the Northridge and Loma Prieta earthquakes, as well as regional floods, fires and other emergencies. Our personnel's certifications include those obtained through FEMA, Office of Emergency Services (OES), and IACET First Responder. PROFESSIONAL SERVICES FEES CSG's fee schedule which includes fees for personnel providing the proposed scope of work isprovided in the table below. We will coordinate the pickup and return of all plans via CSG staff or a licensed courier service. This service is provided at no additional cost. CSG will mail an invoice at the beginning of every month for services rendered during the previousmonth. Plan review includes initial plan review and two subsequent reviews. Additional reviews will be charged at the appropriate hourly rate indicated below. ial and Non - Residential Plan Review 10 Business Days Plan Review) ited Plan Review 5 Business Days Building Official Certified Plan Review/ Building and Fire Life Safety Review I Plan Review/ Structural Engineer I Plan Review/ Professional Engineer Combination Building Inspector Consultation ;p Inspection mit Technician 55% of City- Established Plan Check Fee Base 90% of City - Established Plan Check Fee Base $110 $90 $150 $125 $90 $125 $125 $60 All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance and office expenses. Should the scope of work change or circumstances develop which necessitate special handling, CSG will notify the City prior to proceeding, Annual adjustments may be made by mutual agreement based upon current CPi, Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit A Page 9 of 9 EXHIBIT B INSURANCE CERTIFICATES Consulting Services Agreement between May 11, 2016 City of South San Francisco and CSG Consultants, Inc. - Exhibit 8 Page 1 of 1 A� & CERTIFICATE OF LIABILITY INSURANCE iz 7E(MW MM 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 WANED, subject to the terns 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 CONTACT Arthur J. Gallagher & Co. Insurance Brokers of CA, Inc. LIC #0726293 1255 Battery Street, Suite 450 B PHONE 415 536 8617 FAX .415536 8627 UUM IL M INSURE S AFFORDING COVERAGE NAICIf San Francisco CA 94111 INSURERA:Arch Insurance Company 11150 EACH OCCURRENCE INSURED CSGCONS -01 INSURER B:American Fire and Casualty Company 24066 CSG Consultants, Inc. 560 Pilgrim Drive Foster City, CA 94404 INSURER CtCYPRESS ' INS CO 10855 INSURER D: INS: URER E $5,000 INSURER F: COVERAGES CERTIFICATE NUMBER: 355070592 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. NOTWATHSTANDING 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. WBR L TYPE OF INSURANCE MSO WVD POLICYNUMBER POLICY EFF MM/D POLICY EXP MMID LIMITS B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX OCCUR Y BKA1656382766 12/412015 12/4 /2018 EACH OCCURRENCE $1,000,000 MIS R E.11 Ea axundlea $500,000 MEDEXP(Anyoneparson) $5,000 PERSONAL SADVINJURY $1,000,000 GEN'LAGGREGATELIMITAPPUES PER: POLICY JECTT � LOC GENS_RALAGGREGATE $2,000,000 PRODUCTS -COMPIOPAGG $2,000000 S OTHER: B AUTOMOBILE LIABILITY Y BAA1666382786 12142015 19/42018 Ea accWan $1,000,000 X BODILY INJURY (Per Person) $ ANY pAUTO ALL ED �jE�WLEO W BODILY INJURY (Par aodded) $ N -OWNED HIRED AUTOS AUTOS PRO._ Per sodden 3 S B X UMBRELLA LUIB X MW1 USA165B382766 12!42015 12/412010 EACH OCCURRENCE $6,000,000 AGGREGATE 360000,000 EXCESS LIAB CWMS#IAOE DED I I RETEN110NE S C WORKERS COMPENSATION AND EMPLOYERSLIABILITY YIN ANY PROPRIETOIUPARTNERIEXECUTIVE OFFICEPoMEMBER EXCLUDED] NIA y CSWC607966 12/4/2016 19/4/2016 X PeR S'AT OTH- EL EACH ACCIDENT $1,000,000 (Mandatory In NH) EA- DISEASE -EA EMPLOYEE $1,000,000 Nm desalbe under DESCRIPTION OF OPERATIONS balmy E.L. DISEASE -POUCY UMIT 57,000,000 A Professional Liability rebo date: 1/1/1991 PAAEP0008800 12/42015 19/42016 Each Claim $3,000,000 Aggregate $3,000,000 Deductible: $60,000 DESCRIPTION OFOPERATTONS /LOCATIONS IVEHN7.ES (ACORD 101, Additional Remnls Sehaduta, maybe attached B mom span Is required) re: Consulting Services Agreement as of 5/28/15. City of South San Francisco and its officers, employees, agents and volunteers are included as additional insureds on a Primary & Non - Contributory basis on GL & Auto with 30 Day Notice of Cancellation per attached. Waiver of Subrogation on WC and 30 Day Notice of Cancellation on Professional per attached. 30 Day Notice of Cancellation is not available on WC. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of South San Francisco, City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. 400 Grand Avenue South San Francisco CA 94080 USA AUTHORIZED REPRESENTATIVE 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Policy #: BKA1656382766 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES AAND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON - CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORSIMALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU 0 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Pagel of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot In command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A -Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY- ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent of on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A- Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to; (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you fora period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services office, Inc., with its permission, Page 2 of B b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c, through n, do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section ill - Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5, above, the Damage To Premises Rented To You Limit Is the most we will pay under Coverage A for damages because of "property damage" to: a. Anyone premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 9. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: g,a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract ". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph t, Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a, is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies, We do not have to furnish these bonds. 2. Paragraph 1,d. is replaced by the following: d. All reasonable expenses Incurred by the Insured at our request to assist us in the investigation or defense of the claim or "suit ". Including actual loss of earnings up to $500 a day because of time off from work. is an additional insured but only with respect to liability for "bodily injury ", G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2, under Section 11 - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional Insured in a written contract, written agreement or permit, Such person or organization is an additional insured but only with respect to liability for "bodily injury ", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions; (1) This insurance does not apply to "bodily injury", "property damage ", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard ". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, cruse of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph t.a. above, a person's or organization`s status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph t.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage ", We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b, of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Ina, with its permission. Page 4 Of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I v Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to; a. "Bodily Injury" or "property damage" arising from the sole negligence of the additional insured. b, "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. C. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render - Ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or falling to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion appl les even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising Injury ", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d, "Bodily injury" or "property damage" occurring after; (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS endorsement Is- sued by us and made a part of this policy. 3, With respect to the Insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amountof insurance: a. Required by the contractor agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. H. PRIMARY AND NON - CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. ® 2013 Liberty Mutual Insurance CO 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non - contributory, this insurance is excess over any other Insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form orendorsement underthis policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense. Claim or Suit: An additional insured under this endorsementwiil as soon as practicable; a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section 111 - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(i) of Section II - Who Is An Insured Is replaced with the following (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you area partnership or joint venture), to your members (if you are a limited liability company), to a co- "employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you, Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily Injury" or "personal and © 2013 Liberty Mutual Insvrence CG 88 10 04 13 Inrhltlrc mnvriahtnd marnrial of Inenrnnra Qontir a nffi..c In u.Nh irc " ,-e, " Panu A nF A advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury ", or caused In whole or in part by their intoxica- tion by liquor or controlled substances, The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee ". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTRIES Paragraph 3. of Section 11- Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising Injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured In the Declarations or qualifies as an Insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition S. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2, Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence ", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not In itself constitute knowledge of the Insured unless an insured listed under Paragraph 1, of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences ", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee ". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V- Definitions, Definition 3, is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or Intended from the standpoint of the Insured. This exclusion does not apply to "bodily Injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 0. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The Injury or damage occurs subsequent to the execution of the written contract or written agree- ment. O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 Policy # BKA1656382766 COMMERCIAL GENERAL LIABILITY CG 89 70 0511 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AMENDMENT OF CANCELLATION PROVISIONS OR COVERAGE CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replacing such Conditions is amended by the following: If you have agreed in a written contract or written agreement to provide a person or organization who qualifies as an additional insured under this policy a notice of cancellation and /or material change that reduces or restricts the insurance afforded by this Coverage Part we agree to the following: a. Provide 30 days prior written cancellation notice for reasons other than nonpayment of premium and /or 30 days prior written notice of coverage change per schedule of additional insureds provided to us. 02011 Liberty Mutual Agency corporation. AI rights reserved. CG 89 70 05 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Policy #BAA1656382766 COMMERCIAL AUTO CA 88 10 0113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modes insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE —BROADENED COVERAGE 10 GLASS REPAIR —WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE — ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT g SUPPLEMENTARYPAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II — LIABILITY COVERAGE is amended as follows BROAD FORM INSURED SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an Insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan available to that organization; ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted materiel of Insurance Services Orfim, Inc., with Its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION 11 - LIABILITY COVERAGE, paragraph A.1_ -WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any 'employee ". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that `employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee ". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured ". However, such person or organization is an "insured ": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a, Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision Is added: SECTION 11- LIABILITY, exclusion B.S. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph AA. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos ": a. You hire, rent or borrow; or ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one `accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss'; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible vdll be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks ", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. C. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance services Office, Inc-, with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto" b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. C. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d, This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot rill. e. if "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage_ For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE • BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible Insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a_ to exclusions 4.c. and 4.d. is deleted and replaced with the following: ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered `auto° at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto'; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN! LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, C. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the ban or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto ", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto ", I, Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss ". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss ". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted materiel of Insurance Services Office, Inc., with its permission. Page 5 of 7 16. GLASS REPAIR -WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered `auto" of the private passenger type or light weight truck with a gross vehicle weight of 102000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and C. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known.. damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c, If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A,2.a, is replaced in its entirety by the following: a. In the event of "accident", claim, 'suit" or "loss ", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, If you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.S., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss ", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: For "autos" hired 30 days or less, the coverage territory Is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit ", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS Is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: "Bodily injury' means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.- CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. C 2013 Llberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with Its penntssion. Page 7 of 7 POLICY NUMBER: BAA1656382766 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are 'insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Effective Date: 1214/14 Named Insured: CSG Consultants, Inc.; Precision Inspection -CSG SCHEDULE Name of Person(s) or Organization (s): as required by written contract (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 11 of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ❑ Policy # BAA1656362766 COMMERCIAL AUTO CA 88 66 05 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. . This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. Schedule Name of Person(s) or Organization(s): Any entity with respect to a covered "auto" provided that you and such entity have agreed in a written contract, agreement, or permit to add such entity as an "insured ". Regarding Designated Contract or Project: N/A 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 11 of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage ", then this insurance will be primary and we will not seek contribution from such insurance. ® 2013 Liberty Mutual Insurance. AX rights reserved. CA 88 66 06 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 1 of 1 Policy # BAA1656382766 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, AMENDMENT OF CANCELLATION PROVISIONS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM GARAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the policy apply unless modified by this endorsement. Any term or provision of the Cancellation Conditions of the policy or any endorsement emending or replacing such Conditions is amended by the following: If you have agreed in a written contract or written agreement to provide a person or organization notice of cancellation we agree to the following: a. Provide a 30 days prior written cancellation notice to such persons or organization for reasons other than nonpayment of premium, but only if we are provided with a schedule of persons or organizations with whom you have agreed to provide notification more than 30 days before the cancellation is to take effect. As a condition of this endorsement, you must notify your agent of any written contract or agreement where you have agreed to provide notice of cancellation, other than nonpayment of premium, to a specific person or organization. Failure to provide to a person or organization in accordance with the terms of this endorsement shall not extend the effective date of the cancellation or otherwise affect cancellation of the policy as to any insured. CA 88 76 03 14 C 2013 Liberty Mutual Insurance. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10A (Ed 07 -07) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 2.00 % of the total policy premium otherwise due on such remuneration. The minimum premium for this endorsement is $ X50 on Schedule Person or Organization Job Description ALL ORGANIZATIONS FOR WHOM THE WAIVER OF SUBROGATION IS ALL CALIFORNIA OPERATIONS ISSUED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1214115 Policy No. CSWC608754 Insured CSG CONSULTANTS, INC. Premium $ Insurance Company Berkshire Hathaway Homestate Insurance Company WC 99 0410A (Ed 07 -07) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, NOTICE OF CANCELLATION - CERTIFICATE HOLDERS This endorsement modifies insurance provided under the Design Professional Liability Policy. The person(s) or organization(s) listed or described in the Schedule below have requested that they receive not less than thirty (30) days written notice of cancellation when this policy is cancelled by us. We will endeavor to mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. Such copies of the notice will be mailed as soon as practicable to the address or addresses provided by your broker or agent. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date or impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule below to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations page of this policy for the purpose of complying with such request. All other terms and conditions of this policy remain unchanged. Policy Number: PAAEP0008800 Named Insured: CSG Consultants This endorsement is effective on the inception date of this Policy unless otherwise stated herein: 00 ML0086 00 11 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, AMENDMENT OF SECTION V. B. OPTIONAL EXTENDED CLAIMS REPORTING PERIOD This endorsement modifies insurance provided under the Design Professional Liability Policy. In consideration of the premium charged, it is agreed that Section V. EMENDED REPORTING PERIOD, Paragraph B. Optional Extended CLAIMS Reporting Period is deleted in its entirety and replaced with the following: B. Optional Extended CLAIMS Reporting Period If YOU do not renew this Policy, or YOU do not purchase other insurance that covers professional liability, or if WE cancel or refuse to renew this Policy for reasons other than (1) nonpayment of premium or Deductible; (2) noncompliance with the terms and conditions of this Policy; or (3) fraud or material misrepresentation, YOU shall have the option to extend the period by which a CLAIM can be made against YOU and reported to US. The premium for the Optional Extended CLAIMS Reporting Period shall be determined by charging (1) 100% of the annual premium for twelve (12) months, (2) 150% for twenty -four (24) months, (3) 200% for thirty -six (36) months, or (4) 25D% for sixty (60) months. The purchase of an Optional Extended CLAIMS Reporting Period shall be endorsed herein. YOUR right to purchase the Optional Extended CLAIMS Reporting Period must be exercised by notice in writing not later than thirty (30) days after the cancellation or termination date of this policy. Effective notice must indicate the total Optional Extended CLAIMS Reporting Period desired AND MUST INCLUDE PAYMENT OF PREMIUM FOR SUCH PERIOD. If such notice and the premium are not mailed to US within thirty (30) days, then YOU shall not at a later date be entitled to purchase an Optional Extended CLAIMS Reporting Period. At the commencement of any Optional Extended CLAIMS Reporting Period, the entire premium therefore shall be deemed earned, and in the event YOU terminate the Optional Extended CLAIMS Reporting Period before its term for any reason, WE shall not be obligated to return to YOU any portion of the premium. The fact that the period during which CLAIMS can be made against YOU and reported to US is extended by virtue of the Optional Extended CLAIMS Reporting Period shall not in any way increase the Limits of Liability of this policy. OUR liability shall further be limited to cover only those CLAIMS or CLAIM EXPENSES which arise out of YOUR providing or failure to have provided PROFESSIONAL SERVICES prior to the expiration date of the POLICY PERIOD or any earlier termination date, if applicable, and prior to the Optional Extended CLAIMS Reporting Period. All other terms and conditions of this Policy remain unchanged. Issued By Arch Insurance Company Policy Number. PAAEP0008800 Named Insured: CSG Consultants, Inc Endorsement Effective Date: December 04.2015 00 ML0207 00 1103 Page 1 of 1 EXHIBIT B CONSULTING SERVICES AGREEMENT WEST COAST CODE CONSULTANTS, INC. CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND WEST COAST CODE CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ( "City") and West Coast Code Consultants, Inc. ( "Consultant") (together sometimes referred to as the "Parties ") as of May 11 May 11, 2016 (the "Effective Date "). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A. attached hereto 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 May 11 May 11, 2016 and shall end on May 11 May 11, 2018, with the ability to renew for an additional two years, 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 City's right to terminate the Agreement, as provided for 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 in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, 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 City of such desire of City, 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 Sections 1.1 and 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed one million four hundred thousand dollars ($1,400,000), 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. City 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 City to Consultant for services rendered pursuant to this Agreement. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 1 of 15 Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City 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. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 21 Invoices. Consultant shall submit invoices, not more often than once per 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: • 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 City'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 amount and purpose of actual expenditures for which reimbursement is sought; 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit A. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed those amounts specified in in EXHIBIT A. Expenses not listed in EXHIBIT A are not Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 2 of 15 chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.6 Payment of Taxes. Consultant 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 California 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 to withhold taxes from non - California subcontractors as required by law. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City 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 in order to verify costs incurred to that date. 2.8 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. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, fling cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. 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 Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. 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). Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 3 of 15 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 ONE MILLION DOLLARS ($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 (as defined in Section 10.9). 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 City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance, 4.21 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 ONE MILLION DOLLARS ($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 there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 422 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 423 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. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 4 of 15 4.3 Professional Liability Insurance, 411 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 ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self - insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $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 (5) 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 must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements, 4AA Acceptability [Rev: 2.3.2014] of 2016 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 City 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 City 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 Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 5 of 15 City reserves the right to require complete copies of all required insurance policies at any time. 4.43 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; orimary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers, A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage, 4.4.5 Deductibles and Self•lnsured Retentions. Consultant shall disclose to and obtain the approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant's insurance policy includes a self- insured retention that must be paid by a named insured as a precondition of the insurer's 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. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 6 of 15 volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them, 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. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a "wasting" policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 0 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. 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 c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 7 of 15 forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant 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 City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant 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 City. 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 City. City 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 City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, 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 City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and /or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS, 7.1 Governing Law. The laws of the State of California shall govem this Agreement. 7.2 Compliance Governmental with Regulations. Applicable extent that this Agreement may be funded by Inc. Laws. Consultant and any subcontractors shall comply with another governmental entity, Consultant and any subcontractors shall all laws applicable to the performance of the work hereunder. 7.3 Other Governmental 2.3.20141 Regulations. To the extent that this Agreement may be funded by Inc. Page 8 of 15 fiscal assistance from another governmental entity, Consultant and any subcontractors shall Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 8 of 15 comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what -so -ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City 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 City. 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. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City 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 City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similady, unless authorized by the Contract Administrator, City shall have no obligation to Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 9 of 15 reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 83 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultants unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City 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 assign or 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 City 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, City'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 8.6.4 Charge Consultant the difference between the costs to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City 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 City. Consultant hereby agrees to deliver those documents to the City 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 City and are not Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 10 of 15 necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, 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 unless required by law. 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 City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 93 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 City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Confidential," "Business Secret" or "Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorney's fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 11 of 15 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attomeys' 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 Califomia in the County San Mateo or in the United States District Court for the Northem District of Californ ia. 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. 101 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that tens is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City 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 twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) 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 Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 12 of 115 of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violafion 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 Alex Greenwood, Economic & Community Development Director ( "Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant: City: Donald Zhao, PE, MCP, CBO West Coast Code Consultants, Inc.. 2400 Camino Ramon, Suite 240, San Ramon, CA 94583 City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 And: Alex Greenwood, Director, Economic & Community Development City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the Consultants, Inc. first page of a technical report, first page of design specifications, and each page of Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 13 of 15 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 all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 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. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. Consulting Services Agreement between [Rev: 2.3 .2014] May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 14 of 15 The Parties have executed this Agreement as of the May 11, 2016. CITY OF SOUTH SAN FRANCISCO Consultants City Manager Attest: Krista Martinelli, City Clerk Approved as to Form: City Attorney 2051688.4 NAME: Giyan Senaratne TITLE: PdncipaI /CEO Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. -.Exhibit A Page 1 of 6 Scope of Work Building Plan Review Services WC3 will provide the following scope of building plan review services by performing plan reviews at our main office or, if requested, at the City's Building Division. Plans will be carefully reviewed for their compliance with the model codes adopted by the State of California and amended by the City of South San Francisco. We have read and will comply with specifics set forward within the Request for Proposal. Plans are thoroughly reviewed for the following: ♦ Life Safety Plan Review ♦ Structural Plan Review ♦ Electrical Plan Review ♦ Mechanical Plan Review ♦ Plumbing Plan Review ♦ Title -24 Accessibility Plan Review ♦ Title -24 Energy Plan Review ♦ CAL Green Plan Review ♦ Geotechnfcai Report Review ♦ Historical Building Code Plan Review ♦ Fire Plan Review ♦ OSHPD - 3 Plan Review ♦ City Ordinances, Policies and Conditions of Project Approval Our structural plan review staff is experienced in reviewing new and retrofit projects utilizing wood, masonry, reinforced concrete, pre- stressed concrete, structural steel, and light gauge steel construction. We have reviewed projects using the following codes, standards, and criteria: ♦ 2013 California Building Code ♦ ASCE 7 -10 ♦ 2013 Existing California Building Code ♦ FEMA 350, 351, and 353 ♦ ACI 318 -11 ♦ TMS 402 -11 ♦ 2013 California Residential Code ♦ ASCE 31 and 41 ♦ NEHRP Guidelines ♦ AISC341- 10,358- 10,and 360 -05 ♦ ANSI /AF &PA NDS -08 ♦ AISI 5100 to 5230 -07 To provide our clients with comprehensive plan review services our plans examiners are well versed in California Title 24 Energy and Accessibility requirements. Additionally, because sustainable design is one of the current goals in the construction industry, our review team has experience with the requirements of the California Green Building Standards Code, LEED, and other green building standards. Plan Review Process and Methodology We have read and will comply with the City's requirements as presented in the RFP. In addition, outlined below is the general process WC3 utilizes to provide plan review services. The following is presented as our standard guidelinesthat can be adjusted according to the unique processing procedures of your jurisdiction. We will work with the City in a seamless manner for review of plans for code compliance, keeping projects accurately and swiftly moving to the finish line. Consulting Services Agreement between May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. -,Exhibit A Page 2 of 6 Review ♦ Plan reviews result in typewritten lists of comments always referring to specific details, drawing sheets, and applicable code sections. Should the City have a specific format far correction or approval letters we are happy to utilize your format. ♦ An information binder /file specific to the City of South San Franciscois created to identify items inherent and of interest to the City. This binder is maintained and utilized during each review ensuring City concerns are addressed. ♦ WC3 understands code interpretations are subject to final review and approval by the Building Official. It is further understood all plan review comments are subject to the review by City staff members. ♦ Plan reviews will be conducted within timeframe guidelines established by the City and identified under the Plan Review TurnaroundSchedule. ♦ Expedited reviews can be accommodated given a24 -hour notice. Process ♦ Offsite plan reviews will be performed at WCi's office. ♦ Courier service will be assigned for plans pick -up on the same day when notified by noon or otherwise within one working day. WC3 will utilize established ground service to pick up all documents to be delivered to our San Ramon office at no additional cost to the City. ♦ A tracking log will be maintained per request. ♦ Correction lists will be electronically sent to the City - designatedstaff members for inclusion in a consolidated correction letter. Anyother applicable correspondence will be sent via electronic mail. ♦ All communication with the applicant's designee will be conducted and coordinated as required to assist in responding to our plan reviewletters. We will work with the City's preferred method of communication. ♦ Plan review approval will not be recommended to the City until all code compliance issues are resolved to the best of our knowledge and all permit issuance requirements of the City Building Division are satisfied. WC?will contact the City if there are any questions. ♦ On plans approval the City is forwarded a transmittal including plans andassociated documents with plans stamped "approved forpermitissuance "to indicate plans have been reviewed and found to be in substantial compliance with applicable codes. The transmittal will indicate any deferred submittalsspeciai inspection forms, etc. to be included as part of the information to besubmitted to the City during construction. ♦ Any appeals and /or requests for use of alternative materials, design and methods of construction will be forwarded to the Building Official for determination with recommendations on appropriate response. ♦ The project manager will be designated as the contact person for any review of engineering reports that analyze seismic adequacy of buildings. Staff ♦ WC; will assign professional, qualified personnel to perform plan reviews for residential, commercial, and industrial projects. Consulting Services Agreement between May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. - .Exhibit A Page 3 of 6 ♦ Our staff carry exceptional experience reviewing complex structures and specialized facilities including the review of OSHPD -3 regulations. Plan review staff is available for onsite work for temporary or part time p /an review needs given reasonable notice. For more full time orlong term onsite plan review, WC; carries a network of personnel from which to draw. WC; continuously researches and interviewsprospective employees to fill requested positions quickly. Communication and Meeting Availability With reasonable notice, team members would be available for meetings atthe City to help facilitate the approval process at no additional cost to the City for projects paid on a percentage. Staff members are also available to discuss projects with City staff, project designers, and the construction team by telephone, e-mail, web conference, and fax during all normal businesshours. Plan Review Turnaround Schedules Our comprehensive plan reviews are returned promptly to meet yourneeds. WC3will commit to completing plan reviews within the timeline expectations required by the City; our typical turnaround times are listed below. Occasionally, complex projects might require a 15 -days for the first review and 10 days forthe recheck. For extraordinarily complex projects, WC3 will immediately inform the City and agree on an appropriate turnaround time prior to starting the review. Type of Project New Residential Construction, Additions, and Remodels New Multi Family New Commercial Construction Commercial Additions Tenant Improvements ._ Turnaround Time " First Review (Working Days) lift 10 10 10 10 Recheck (Working Days) 'AO turnaround times have been specified from the day they are received in our offices. Expedited Plan Review Accelerated plan review can be accommodated given a 24 -hour notice to allow for schedule modifications and possible weekend or overtime work. WC3 will require compensation for accelerated reviews as per hourly rates listed within our Cost Information section of this proposal and agreed upon by the City. Online Electronic Plan Review Services WC3will provide electronic plan review and the required protocol forelectronic submittals and processing when this service is utilized. WC3can easily trainCity staff regarding submittals, processing, and issuance of projects reviewed electronically. WC3 has the ability to review, mark -up and transport plans of any size electronically. A protected online portal can be established for quick access andinformation regarding plan review status during the review process. Consulting Services Agreement between May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. -.Exhibit A Page 4 of 6 ELECTRONIC DOCUMENT MANAGEMENT AND REVIEW Should the City request documents be transported electronically ortracked electronically, WC3 provides a web -based Electronic Document Management System (eProcess360) allows applications to be 100% paperless. Our system allows applicants to submit plans and documents electronically, and much more. ♦ Electronic submission of large orsmall documents such as plans, specifications, calculations and reports ♦ Electronic plan reviews ♦ View all submitted documents ♦ View red - marked comments on files 3�� ♦ Track submittal status ♦ Sign and issue permit documents electronically ♦ Track field reports and scan project photos ♦ Maintain a distinct and secure eProcess360 per jurisdiction orlarge project ♦ Send notification of submittal /permit status ♦ Provide secure usemomes and passwords to interested parties ♦ Electronic archiving of plans, specifications, calculations and reports ♦ Can accommodate any type or size of project The eProcess360 program expands the functionality to accommodate the growing need for government organizations to go paperless. Ourelectronic document management system and document portal not only manages the jurisdiction's process, but also allows access to the public for submitting documents, retrieving and viewing files, and verifying project status. More importantly, the system can be easily customized for specific forms and processes as the need arises. Third Party Plan Review /Inspection Services WC3 is very familiar and experienced with third party reviews. We haveextensive experience in working with leading developers throughout California and are happy to perform these services to the City's clients if requested. Building Inspection Services WC3 understands building inspection is critical to every project. Our inspectors can perform combination building inspections to ensure construction complies with the applicable codes as depicted on the approved plans. All inspection personnel are thoroughly trained and familiar with jurisdictional processes, working within multiple departments, and serving the public. Having worked in various jurisdictions our inspection staff can assess procedures quickly. Theywill perform inspections and provide reports and associated inspection services inthe manner established by the City of South San Francisco. We will provide local staffing through our listing of experience, certified personnel availableon -call. We understand the City may request short notice and /or weekend work; we are familiar with these types of requests and can typically respond with personnel if available. All inspections will be performed for structural design and compliances withthe California Building, Plumbing, Mechanical and Electrical Codes and all applicable State, Federal and local laws as well as City amendments. A typical response to request for on -call inspections services is within 24 hours. Our inspectorswill provide services if they were regular members of your inspection staff. Our typical inspection services follow City requirements, but are not limited to: Consulting Services Agreement between May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. - .Exhibit A Page 5 of 6 ♦ All field inspections will be performed through the City Building Division and under the direction of City staff members. ♦ WC� will assign personnel who are professionally qualified to perform commercial and residential construction inspection. All materials, resources, tools, and training will be provided by We. ♦ Projects under construction by permit from the City will be inspected for compliance with all applicable state codes and local ordinances. ♦ WC3 staff will coordinate all inspection and re- inspection requests in the same manner established by the City. ♦ Our field inspectors will enter all inspection records into the City's permit tracking system, will maintain all inspection records, correction notices, and all documentation related to design changes for all assigned projects. ♦ WC? staff will coordinate with the Chief Building Official and /or Inspection Services Supervisor on all Certificates of Occupancy to confirm that all applicable City departments and regulatory agencies have approved the project. ♦ Our field inspectors will confer with the Chief Building Official and /or designated staff member on all discretionary decisions or requestsfor alternate materials or types of construction. ♦ WC?field inspectors will attend and participate in weekly staff meeting and training events sponsored by the City. ♦ Our inspectors will be available within one business day to respond to questions from the City that may be generated during field inspection. Additional Optional Services Available Asa leading consultant with exceptional resources, we also offer the following additional services. We would be pleased to expand on any of our qualifications: ♦ Sustainability Review ♦ Fire Prevention Plan Review and Inspection ♦ interim Building Official Services ♦ CASp Plan Review and Inspection Services ♦ Front Counter /Permit Processing Personnel ♦ Public Works Plan Review and Field inspection ♦ Code Enforcement ♦ Development Review and Inspection Services ♦ Civil Plan Review Services ♦ Planning Services ♦ Electronic Document Management and Review Consulting Services Agreement between May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc. -.Exhibit A Page 6 of 6 EXHIBIT B INSURANCE CERTIFICATES Consulting Services Agreement between May 11, 2016 City of South San Francisco and West Coast Code Consultants, Inc.. - Exhibit B Page 1 of 1 A� pG CERTIFICATE OF LIABILITY INSURANCE 4l2DATE JMWDWYYYV) 6f201 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 be endorsed. If SUBROGATION IS WANED, subject to the terns and conditions of the policy, certain polities may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endomeme s . B PRODUCER TACT Marie Swans Dealey, Renton & Associates 199 S Los Robles Ave Ste 540 Pasadena, CA 91101 PHONE 626 844 -3070 Fix FENIMSS. mswaney @dealeyrenton.00m INSURERS AFFORDING COVERAGE NAICN Lic#0020739 INSURER A: Hartford Accident & Indemnity 22357 INSURED WESTCOAST5 INsuRERe:Hartford Fire Ins. Co. 19682 INSURERC:COntlnental Casualty Company 20443 West Coast Code Consultants, Inc. 2400 Camino Ramon, Ste. 240 San Ramon, CA 94583 I NSURD:Trumbull Insurance Company 27120 $1,000,000 925 - 275 -1700 INSURERER E: X ContraCWeI L'ab NSURERF: COVERAGES CERTIFICATE NUMBER: 931765504 REVISION 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 TYPE OF INSURANCE N POLICY NUMBER POLKNEFF MID POLICY EXP MW LIMITS B X COMMERCIALGENFRALLIAMUTY Y Y 57SBARI7696 4 @8/2016 4/28/2017 EACH OCCURRENCE 32,000000 DVJMS-MADE � OCCUR PREMISE S R $1,000,000 X ContraCWeI L'ab NED EXP one on $10,000 PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑jERTT LOC GENERALAGGREGATE $4,000,000 PRODUCTS- COMPIOP ADD $4,000,000 3 OTHER: D AUTOMOBILE LIABILITY ANY AUTO Y 67UEG7M2523 4/28/2016 4/28/2017 Eeacddenl $1,000,000 X BODILY IWUKY(Par person) $ AUTOS OWNED SCHE' ULEO HIRED AUTOS X AAUTOS E0 BODILY INURY (PeraWdem) $ X a mi otD4MAGE $ $ B X UMBRELLA LIAR X OCCUR Y Y 57SBAR17696 412812016 4/28/2017 EACH OCCURRENCE $4,000,000 AGGREGATE $4,000,000 EXCESS UJUI CLAIMS -MADE OED IX I RETENT10N 10000 $ A WORKERS COMPENSATION RS' ANDEMPLOYELIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/NEMBER D(CLUDED7 MIA y 57WEGKU8419 4/26/2016 4/28/2017 X PER TA UTE OTH- E.L. EACH ACCIDENT $1,000,000 (Mnrdabry In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 I yee, deecdbe vWer DESCRIPTION OF OPERATIONS W10W E.L. DISEASE - POLICY UNIT $1,000,000 C Professional UablIty Claims Made Forte MCH591900192 4/2612018 4/26/2017 $1,000,000 per daim $2,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLE5 (ACORD IN, AddhImuil Remarks Schedule, may W abashed N mon •page Is required) Umbrella Policy is follow form to underlying GL/AUTO /Employers Liability Policies RE: All operations as pertaind to the named insured — City of South San Francisco its officers, employees, and agents are named as an additional insured as respects general & auto liability for claims arising from the operations of the named insured as required per written contract or agreement, per the Blanket Business Liability Coverage Policy Form SSOO 08 04 05, attached 30 Dav NOC 110 Dav for SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of South San Francisco THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Vivian L Day ACCORDANCE WITH THE POLICY PROVISIONS. Dept of Econimic & Comm. Devel 315 Maple Ave PO BOX 711 AUTHORIZED REPRESENTATIVE So. San Francisco CA 94083 # ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD t� THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number 57WEGKU8419 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: West Coast Code Consultants, Inc dba: Kimball Engineering dba: Eagle Eye Consulting Engineering 2400 Camino Ramon, Ste. 240 San Ramon, CA 94553 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quiddy: INDEX SUBJECT PAGE SUBJECT SECTION 1 2 B. Part One Does Not Apply PARTS ONE and TWO 2 C. Application of Coverage 01 We Will Also Pay 2 D. Additional Exclusions PART -THREE 2 E. West Virginia 02 How This Insurance Works 2 EXTENDED OPTIONS PART - SIX 2 01 Employers' Liability Insurance 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies A. How This Insurance Applies 2 B. We Will Reimburse B. We Will Pay 3 C. Exclusions C. Exclusions 3 D. Before We Pay D, Before We Pay 3 E. Recovery From Others E. Recovery From Others 3 F. Reimbursement For Actual Loss F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation ENDORSEMENT H. Endemic Disease 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION III Washington, West Virginia and 01 Schedule of Covered States Wyoming 11 j=�`j Form WC 99 03 03 B Printed in U.S-A. (Ed. 8100) Page 1 of 9 0 2000, The Hartford 3 3 3 3 4 4 4 4 4 4 4 5 5 5 SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the followng: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Liberalization SECTION 11 VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE S. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 2 of 6 officer's or employee's emplc officer's or employee's last exposure to the conditions aggravating such bodily disease must occur during period. yment. The day of last causing or injury by the policy B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation lave_ 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shovm in Item 3A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE S. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were sham in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act vihich is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13 bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23 -4 -2. Form WC 99 03 03 B Printed in U_S.A (Ed. 8100) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance This reimbursement provision applies to Item 3.13. of the Information Page is replaced bodily injury by accident or bodily injury by by the following: disease. Bodily injury includes resulting death. B. Employers' Liability Insurance: 1. The bodily injury must be sustained by 1. Part Two of the policy applies to work in an officer or employee. each state listed in Item 3_A. 2_ The bodily injury must occur in the course of employment necessary or The Limits of Liability under Part Two incidental to work in a country not listed are the higher of: in Exclusion 0.1. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Accident $600,000 Each Accident 4. Bodily injury by disease must be caused Bodily Injury or aggravated by the conditions of your employment. The officer or employee's by Disease $600,000 Policy Limit last exposure to those conditions of your employment must occur during the Bodily Injury policy period. by Disease $600,000 Each Employee B. We Will Reimburse OR We will reimburse you for all amounts paid by you whether such amounts are: 2. The amount shown in the Information 1. voluntary payments for the benefits that Page. would be required of you if you and your This provision 1 of EXTENDED OPTIONS does officers or employees were subject to not apply in New York because the Limits Of Our any workers' compensation law of the Liability are unlimited. state of hire of the individual employee, In this provision the limits are changed from 2. sums to which Part Two (Employers' $600,000 to $1,000,0 Liability Insurance) would apply if the 00 in California. Country of Employment were shown in 2. Unintentional Failure to Disclose Hazards Item 3A. of the Information Page. If you unintentionally should fail to disclose all C. Exclusions existing hazards at the inception date of your This insurance does not cover: policy, we shall not deny coverage under this policy because of such failure. 1. any occurrences in the United States, Canada, and any country or jurisdiction 3. Waiver of Our Right To Recover From Others which is the subject of trade or A. We have the right to recover our payments economic sanctions imposed by the from anyone liable for an injury covered by laws or regulations of the United States this policy. We will not enforce our right of America in effect as of the inception against any person or organization for whom date of this policy_ you perform work under a written contract 2. any obligation imposed by a workers' that requires you to obtain this agreement compensation or occupational disease from us. law, or similar law. This agreement shall not operate directly or 3. bodily injury intentionally caused or indirectly to benefit anyone not named in the aggravated by you. agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4, Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies Form WC 99 03 03 B Printed in U-SA. (Ed. 8 /00) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word °disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901 -950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: B. If a state, shown in Item &A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state an the effective date of the state approval. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 West Coast Code Consultants, Inc; dba: Eagle Eye Consulting Engineers; and Kimball Engineering EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. WHO IS AN INSURED 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury, "property damage' or "personal and advertising injury" caused, in whale or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard, but only if (1) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury, "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: inspection, or engineering E.5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. E.7.b.(7).(b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. EXCERPT FROM Hartford Form SS 04 38 06 01 HIRED AUTO AND NON -OWNED AUTO B. With respect to the operation of a "non -owned auto ", WHO IS AN INSURED is replaced by the following: The following are "insureds% d. Anyone liabile for the conduct of an "insured ", but only to the extent of that liability. EXHIBIT C CONSULTING SERVICES AGREEMENT 4LEAF, INC. CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND 4LEAF1 INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ( "City ") and 41-eaf, Inc. ( 'Consultant") (together sometimes referred to as the "Parties') as of May 11, 2016 (the "Effective Date'). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A. attached hereto 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 Tenn of Services. The term of this Agreement shall begin on May 11, 2016 and shall end on May 113 2018, with the ability to renew for an additional two years, 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 City's right to terminate the Agreement, as provided for in Section 8. 12 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 in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession, 13 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, 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 City of such desire of City, 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 Sections 1.1 and 1_2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed one million two hundred thousand dollars ($1,200,000), 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. City 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 City to Consultant for services rendered pursuant to this Agreement. Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 4Leaf, Inc. Page 1 of 15 Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate EXHIBIT services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City 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, City 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 per 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: • 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 City'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 amount and purpose of actual expenditures for which reimbursement is sought 2,2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 23 Total Payment City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit A. 2.5 Reimbursable Expenses. Reimbursable expenses are specified in EXHIBIT A, and shall not exceed those amounts specified in in EXHIBIT A. Expenses not listed in EXHIBIT A are Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 41-eaf, Inc. I Page 2 of 15 not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.6 Payment of Taxes. Consultant 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 California 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 to withhold taxes from non- Califomia subcontractors as required by law. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City 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 in order to verify costs incurred to that date. 2.8 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. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein, City shall furnish physical facilities such as desks, fling cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. 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 Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. 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). Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and 4Leaf, Inc. Page 3 of 15 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 ONE MILLION DOLLARS ($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 (as defined in Section 10.9). 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 City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 42 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 ONE MILLION DOLLARS ($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 there from, 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 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9. 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. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Consulting Services Agreement between [Rev: 2.3.2014) May 11, 2016 City of South San Francisco and 4Leaf, Inc. I Page 4 of 15 43 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 ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self- insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $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 (5) 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 must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement, 4.4 All Policies Requirements. 4.41 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 City 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 City 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 Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 41-eaf, Inc. Page 5 of 15 City reserves the right to require complete copies of all required insurance policies at any ti me. 4.493 Notice of Reduction in or Cancellation of Coverage A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant's insurance policy includes a self- insured retention that must be paid by a named insured as a precondition of the insurer's 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. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 4Leaf, Inc. Page 6 of 15 volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 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. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a "wasting° policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. 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 c. Terminate this Agreement. Section 5, INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is Consulting Services Agreement between [Rev: 2.3.2014) May 11, 2016 City of South San Francisco and 41-eaf, Inc. Page 7 of 15 understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant 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 City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant 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 City. 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 City. City 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 City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, 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 City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and /or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7, LEGAL REQUIREMENTS, 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 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 governmental entity, Consultant and any subcontractors shall Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 4Leaf, Inc. Page 8 of 15 comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what- so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City 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 City. 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. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 82 Extension. City 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 City grants such an extension, City 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, City shall have no obligation to Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 4Leaf, Inc. Page 9 of 15 reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 83 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City 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 City 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 assign or 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 City 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, City'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; 8.63 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the costs to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS, 911 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.City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 41-eaf, Inc, Page 10 of 15 prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, 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 unless required by law. 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 City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 93 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 City. Under California Government Code Section 85467, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Confidential," "Business Secret" or "Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Consulting Services Agreement between [Rev: 2.3.2014) May 11, 2016 City of South San Francisco and 4Leaf, Inc. Page 11 of 15 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or 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 San Mateo 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 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. 101 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City 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 City official in the work performed pursuant to this Agreement. No officer or employee of City 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 twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) 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 etseq., the entire Agreement is void and Consultant will not be entitled to any Consulting Services Agreement between [Rev: 2.3.20141 May 11, 2016 City of South San Francisco and 41-eaf, Inc. Page 12 of 15 compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City 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 Alex Greenwood, Economic & Community Development Director ( "Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (1) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant: City: Kevin Duggan 4Leaf, Inc. 2110 Rheem Drive. Pleasanton, CA 94588 City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 And: Alex Greenwood, Director, Economic & Community Development City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 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 Consulting Services Agreement between [Rev: 2,3.2014] May 11, 2016 City of South San Francisco and 4Leaf, Inc. I Page 13 of 15 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 Intearation. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 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. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. Consulting Services Agreement between [Rev: 2,3.2014] May 11, 2016 City of South San Francisco and 4Leaf, Inc. Page 14 of 15 The Parties have executed this Agreement as of the May 11, 2016. CITY OF SOUTH SAN FRANCISCO 4LEAF, INC. City Manager Attest: Krista Martinelli, City Clerk Approved as to Form: City Attorney 2051688.4 NAME: Kevin Dugan TITLE: President Consulting Services Agreement between [Rev: 2.3.2014] May 11, 2016 City of South San Francisco and 41-eaf, Inc. Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between Apol 28, 2016 City of South San Francisco and 4Leaf, Inc. -.Exhibit A Page 1 of 8 Section 1: Statement of Understanding 4LEAF can provide the following building services to the City of South San Francisco: • Plan Review to include: Structural - Non - Structural - CASp / Accessibility - Title 24 (Energy) - Green Code - Building - Electrical - Mechanical Plumbing - Enforcement of Adopted Ordinances Regular oroiects will be turned around in 10 business days or less and Re- checks in 5 business days or less • Inspection Services to include: - Commercial Residential Industrial / Biotech Capabilities include daily fill- in,Part -time full -time and proiectspecific. • Code Enforcement: Capabilities include dailvfill- in,Part-time and full -time • Interim Building Official Services: Capabilities include dailvfill- in,part -time and full -time • Permit Technician Services: Caoabilities include dailvfill- in,part-time and full -time Plan Review Approach 4LEAF has a team of more than 25 Plan Review Engineers and 100 ICC Certified non - structural, mechanical, electrical, and plumbing staff actively working on -site for local jurisdictions or off -site at one of 4LEAF's four offices in California. On -Site Review 4LEAF can supply Registered Professional Engineers to the City of South San Francisco to work on -site performing structural plan review and non - structural reviews at the Jurisdiction's discretion. 4LEAF currently supplies on -site review to such Municipalities as: Consulting Services Agreement between April 283 2016 City of South San Francisco and 4Leaf, Inc. -.Exhibit A Page 2 of 8 City of Stockton City of Gilroy City of Livermore City of Hollister Livermore /Pleasanton Fire Dept. (LPFD) City of Sacramento County of San Joaquin Aerojet Corporation City of Pleasanton City of East Palo Alto City of Roseville City of Palo Alto Standard Off -Site Review 4LEAF is able to work effectively with design teams and assist Public Works, Planning, Fire, and Building Departments in the construction, rehabilitation, and repair of both public and private projects. Our experience includes working alongside Design Review and Preservation Boards to determine design criteria and associated project requirements, and performing plan reviews of both public and private projects. This includes checking for compliance with the structural, life- safety, accessibility, plumbing, mechanical, electrical, fire, and local codes /ordinances. Plan Review Approach We understand that the specific Building Plan Review responsibilities will include, but are not limited to: • Examining plans, drawings, specifications, computations documents, soils reports, and any additional data; • Ascertaining whether projects are in accordance with applicable building and fire codes, and City ordinances, including but not limited to Title 24 and Title 25; • Performing such reviews as, Structural, MEP, green building, fire and life safety, grading and drainage; • Reviewing plans to ensure conformity to the required strengths, stresses, strains, loads, and stability as per the applicable laws; • Reviewing plans to ensure conformity with use and occupancy classification, general building heights and areas; types of construction; fire resistance construction and protection systems; means of egress; accessibility; structural design; soils and foundations; and masonry; • Providing additional plan review services as requested bythe City; • Conducting all plan review at the City Building Department or, as needed, at a site mutually agreed upon in writing and; • Supplying all plan review staff with all code books and other basic professional references. 4LEAF Plan Review QA /QC Process for all Reviews Task 1— Project Tracking Set -up The first step of our process will be to set up the project in our system to enable 4LEAF and the City of South San Francisco to track the progress of the review. Our plan tracking procedures are designed to track each submittal throughout the review process and maintain accurate and comprehensive records for eachsubmittal. Task 2 - Complete Submittal Review Upon receiving the plans from the City of South San Francisco, 4LEAF will triage (preliminary plan review performed by 4LEAF plan review project lead) the submittal to verify that the submittal received is complete (i.e., all pertinent plans, calculations, reports, and other related documents) in order that we can begin our review. If the submitted package is incomplete, we will communicate with the City of South San Francisco to discuss the deficient documents needed to proceed with ourreview. Consulting Services Agreement between April 28, 2016 City of South San Francisco and 4Leaf, Inc. - .Exhibit A Page 3 of 8 Task 3 - Plan Review Assignment After the triage process is performed and a complete package is verified, the project will be assigned to the most qualified Plans Examiner and a turnaround time will be established. We will log each application into our database the same day the plans are received to assure that they are routed in a timely manner and to allow for daily project tracking. Task 4 - Plan Review 4LEAF will provide the project contact (Developer, Contractor, Architect, or Engineer) desired by City of South San Francisco with a list of any items needing correction and clarification to comply with applicable building codes, ordinances, and regulations. A correction list will be created based on the missing codes and ordinances. Task 5 - Quality Control Prior to submitting the plan review correction list to the City of South San Francisco, the designated plan review project lead will review the correction list for adherence to applicable codes and ordinances as well as for accuracy and completeness. After completion of our quality control review a correction list will be e- mailed to a designated staff member at the City of South San Francisco. The correction list and a 4LEAF transmittal form will include the following information: a description of the work, type of construction, occupancy group, square footage, number of floors, and sprinkler requirements. Task 6 - Plan Review Rechecks Plans received for rechecks will be reviewed for conformance. Our goal is to actively work with the designers to resolve all unresolved issues after our second review. If it appears that there are complicated issues that might cause a project to go beyond our second review, we will communicate directly with the designer to resolve these concerns. Task 7 - Project Approval Once the final plan reviews are completed and ready for approval, 4LEAF will organize the plans and supporting documents per the City of South San Francisco processing requirements and return them to the City of South San Francisco, along with our letter of completion. Electronic Plan Review Available When plans and documents are received for review, 4LEAF's Plan Review — —.�- Manager and Document Control Technician analyzes the project, creates a - -- Job number, and completes a Job Setup Sheet. This form highlights both , jurisdiction and project specific design criteria, and notes applicable y contact information. Jobs are transmitted through 4LEAF's easily accessed EZPIan Review portal, which tracks initial and subsequent reviews, and is open for view, by the customer. The City and their Customers can view 4LEAF's plan control log through EZPIan Review Portal. Plans then get distributed for review to a 4LEAF team consisting of a Plan Review Engineer or architect (a licensed State Professional) and /or an ICC Certified Plans Examiner, as applicable. Our staff then performs his or her function of analyzing the plans and documentation for effective conformance to the California Codes, referenced construction standards, and City amendments; code review methodology entails "The Effective Use of the CBC" reinforced through proprietary and jurisdictional checklists. When complete, the Manager overviews the project for quality control purposes, and forwards comments, or approvals, to the pre- designated contacts. Consulting Services Agreement between April 28, 2016 City of South San Francisco and 4Leaf, Inc. - .Exhibit A Page 4 of 8 4LEAF's EZPIan Review Structural & Non - Structural Guidelines and Checklists Specialized Spreadsheet Web -Based (EZPIan Review) 4LEAF is a green company and has the capability to receive and review electronic plans (pdf format) utilizing Adobe Acrobat Pro. Sid Danandeh, P.E. CASp -257 6/29/2016 Structural Only Review Upon request, 4LEAF will perform "structural only" reviews for the City. 4LEAF can communicate directly with the designers via email, in- person meetings, and through our EZ Plan Review system. 4LEAF prefers PDF files for "structural only" reviews which allow several different Structural Engineers to review plans together should there be design related questions. The majority of 4LEAF's plan review engineers have a design background and work well with project designers. Certified Access. (CASp) Plan Revi y Y specialist xw CASp Inspector Howie Conroy, C.B.O. CASp -429 7/31/2015 Sid Danandeh, P.E. CASp -257 6/29/2016 Ed Fang, P.E. CASp -227 6/24/2016 Greg Shriver, P.E. CASp -96 9/14/2015 Mike Anderson, P.E. CASp -328 9/22/2016 Brad Wungluck, CBO CASp -462 11/13/2015 Scott Wungluck, CBO CASp -560 4/29/2017 Jerry Thorne I CASp -104 9/14/2018 Inspection Services Approach 4LEAF maintains a database of qualified inspectors of varied qualifications. Inspectors vary from current full -time inspection staff, idle staff (temporarily between assignments), and pre - qualified staff which include inspectors who are available subject to client demand. 4LEAF's inspectors are all ICC certified and experienced working within a municipal work environment. 4LEAF can provide interim or full -time inspectors same -day or within one business day. Supervision All Inspection requests will be handled by 4LEAF's Project Manager Craig Tole. Craig has facilitated every inspection contract on behalf of 4LEAF for the last nine years and has a proven track record of supplying inspectors to jurisdictions on short notice and for full -time staff augmentation positions. In addition, Craig has Consulting Services Agreement between April 28, 2016 City of South San Francisco and 4Leaf, Inc. - .Exhibit A Page 5 of 8 the industry resources to recruit and hire the best available talent in the industry should the City seek specific qualifications. 4LEAF will supervise our staff by routinely communicating with building department personnel to ensure there are no personality conflicts and their work performance is satisfactory. 4LEAF will work with the department to ensure the City always has home office support and open lines of communication. We maintain an on -call database for as- needed requests with our clients. 4LEAF utilizes this service for than 75 municipalities. Below is a snapshot of ourdatabase. MorlAfy Inyvttan nut�nne:H SrheCUlc ... tic lit .. trA nn.. 1l`IIi rIyLVP pats W nwA Hy! 5inaq fW +VAL U. I.yh w..J o J!.; rm :wn n.r nA•; Imo::, n,:y }c more M Yi n r if - I'L 1' '�� - 1 . , L V '- I;. .. �p I ) u tit; -,' r, It It .., -- A S SI I .- f ,, 1'. 'AI Ill . )., r d. L Ill . ;)" -. .u.., ry .. �•,. - '4 n I I.P.: I _ It Ir r '_ L A % 1 I It 2 +. It U+—av ,r ; ...: .. . :. 1, IR.. L. 1 It L• L 11 b'Y On Call Permit Processing Services 4LEAF has a proven track record of providing Permit Technician /Counter staff to jurisdictions throughout California. The 4LEAF pool of talented professionals includes qualified and experienced permit technicians capable of providing all permit processing and counter services. 4LEAF can deploy such staff on short notice and offer training programs for department staff, if required. Our staff encompasses the right combination of experience, education and certifications. 4LEAF Permit Technician Staff must be experienced and dedicated to serving the public at the Planning and Building Department counter. Typical duties include: • Accepting Plans for Plan Check • Verification that Plans are accurate and complete • Calculate Permit Fees • Explain ordinances and procedures to owners, contractors, developers, architects, and general public • Assist with preparation of permit applications • Receive Plans for Planning and Building permits and route to various agencies (if requested) • Accept complaints on code violations, process, and record complaints • Answer telephone for field and office staff • Process inspection requests • Maintain files for building permits • Operate Building Departments computerized information system • Input variety of information including building permits and inspections Consulting Services Agreement between April 28, 2016 City of South San Francisco and 4Leaf, Inc. -.Exhibit A Page 6 of 8 • Complete related duties and responsibilities as assigned by Building Official and Senior staff members 4LEAF has numerous of Permit /Counter Technicians on staff, many whom are currently assigned to Building Departments throughout the state. All staff will have the materials, resources, tools, and training required to perform thejob. Public Works Inspection In addition to building inspection, 4LEAF has an experienced staff that provides public works inspection. Our team has supported numerous projects for on -call construction management and inspection services contracts for clients such as Sacramento Regional Transit District, California State Parks, and numerous municipalities. Our many public works projects include light rail extension projects, water /sewer systems, roadways, and bridges. Our team of qualified public works inspectors is available to the City of South San Francisco should you have needs in this area. Scope of Work. NATURE OF BUILDING SERVICES COST STRUCTURE Plan Review & CASp Services Plan Review Percentage Cost: 55% Senior Combination Building Inspector (Building Inspector 111) ................. Expedited Review: 80% Training Building Inspector ......................................... ............................... Plan Review Hourly Cost: $85 Non Structural Review Code Enforcement ....................................................... ............................... $120 Structural Review PermitTechnician ........................................................ ............................... CASp Inspection and /or Review: $175 /hour Staff Augmentation Building Department Services Residential Building Inspector (Building Inspector 1) ... ............................... $85 /hour* Commercial Building Inspector (Building Inspector II) .............................. $95 /hour* Senior Combination Building Inspector (Building Inspector 111) ................. $105 /hour* Training Building Inspector ......................................... ............................... $65 /hour Code Enforcement ....................................................... ............................... $95 /hour PermitTechnician ........................................................ ............................... $65 /hour* Inspector of Record /Project Inspector ........................ ............................... $135 /hour* Public Works Inspector ................................................ ............................... $120 /hour Chief Building Official ................................................. ............................... $135 /hour CASpInspection ........................................................... ............................... $175 /hour Hourly overtime charge per inspector ........................ ............................... 1.5 x hourly rate *Rates will be communicated with the Chief Building Official or other City Management at time of request. Rates will vary based on the qualifications and experience of the personnel. Larger complex plan reviews can be negotiated to achieve the best possible pricing. 4LEAF has a proven track record of working with municipalities to provide expedited reviews with special discounted pricing when applicable. Consulting Services Agreement between April 28, 2016 City of South San Francisco and 4Leaf, Inc, - .Exhibit A Page 7 of 8 Rates are inclusive of "tools of the trade" such as forms, telephones, and con sum AIes. • All invoicing will be done monthly. • Staff Augmentation work (excluding plan review) is subject to 4 hour minimum charges unless stated otherwise. Services billed in 4 hour increments. • Biotech Inspections will be billed at Building Inspector III rate. • Most plan reviews will be done in 10 business days or less and 5 business days or less for re- checks. This is not inclusive of holidays or the day of the pick -up of plans. • All approved billable expenses will be charged at cost plus 20 %. • Mileage will be billed at the IRS Rate plus 20 %. • Payment due on receipt. All payments over 30 days will be assessed a 1.5% interest charge • Overtime must have approval from Chief Building Official. Consulting Services Agreement between April 283 2016 City of South San Francisco and 41-eaf, Inc. - .Exhibit A Page 8 of 8 EXHIBIT B INSURANCE CERTIFICATES Consulting Services Agreement between April 28, 2016 City of South San Francisco and 4Leaf, Inc. - Exhibit 6 Page 1 of 20 4LEAINC -01 Rill CERTIFICATE OF LIABILITY INSURANCE allsOMNmBJYYYYI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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 ISSUINGINSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSUREb, the poik:y(lea) must be endoreetl, It SUBROGATION IS WAIVED, subject to the terms and condisons of the Policy, certain policies may require an endorsement A statement on this certificate does not center rights to the certificate holder In III such endorsements . MMUOM t4cense # OC41366 tcJA°mME Stec Rice Granite Profeaslonal insurance Brokerage, Inc. p o 4LEAF, Inc. 2110 Rhsem Drive, Ste. A Pleasanton, CA 84688 COVERAGES ITZ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSU EEVISION OVEER: INDICATED. NOTWITHSTANDING ANY THE POLICY PERIOD TERM OR CONDITION OF ANY CONTRACTOROTHER DOCUMEdTYNTH RESPECTTO WHICH CERTIFICATE MAY BE ISSUED OR PERTAIN, THE THIS MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUGES DESCRIBED HEREIN IS SUEJECTTO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTA TYPE OF INSURANCE POLICYNUMBER MIO onlYYYY Lama A X COMMERCIALOENERALOABLrry EACH EACH OCCURRENCE E $ 000,000 CWN9•MAOE Coal 88080544948 OM08 /2016 04!09(2017 ocw i 300,00 MEDEXP one n E 8,000 PERRSONALaADVINJURY $ GENL AGOREOATEppRIMpITAPPLIES PER. 2,000,00 GENERAL AOORE(1ATE E X ❑ JECT LOC 4,000,(10 PRODUCTS- COMPIOP AGO E OTHER OTHER 4,000300 AAUTOMOBILE WBILIIY $ NE08 6 X ED$ d ( II 1,000,00 ANYAUfo SAA(17)S8468228 04/09/2016 04/09/2017 BODILY INJURY(Perpnwn) 4 ALL ONNFD SCHEDULED ' AUTOS BODILY BODILY INJURY(Peracddl 4 HIREDAUIOS AUTO$ A CA a 4 X ONBREIlA UAa X OCCUR 4 C eXCFbe Wa EACHOCCIIRRENCE t CLAMS -MADE ESU018289930 04109/2018 04111912017 5,tl00,00 AGDRECAT E 610001000 DIED RETEN170N4 , WORl COMPENSATION E AND EMPLOYER&' UABILITY X P O YIN ����8� A�RrN� carne 009888 04/09/2016 04/09/2017 E.L ACCIDENT E 11000000 (Me In NX) Uyyeese� daeOlna EL DISEASE - EA EMPLOY E 1,000,00 IP'Tt' OFF DrofessnONOFOPr3tAnONa kAV EL BE- POUCYUMIT E E Professional Llab MAX7PL0002190 04/1112016 04/11/2017 Each Claim 1,000,00 2,tl00,00 oESC AMOFOPERATIONSILOCATIONS/ VEHICLES(ADDED tins AddRlonal RKnarka SchIr M, nay In amelad NmoN apace Is ml Re: Vivian Day, SSF Interview for interim Building Official, ECD Department, City Hall, 400 Grand Avenue, South San Francisco, CA 941160. Genera( Liability policy excludes claims arlsing out of the Performance of professional services. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of South San Francisco THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Economic $ Community Development Department ACCORDANCE WITH THE POLICY PROVISIONS, I Box 711 South San Francisco, CA 84083 -0711 1 AU7HOPJM R&RESENTAMM ACORD 26 (2014101) The ACORD name and logo are regletered marks of CID�Zol All rights reserved. i e= m� a= a� a� 0 re O OO "rte fI POLICY No.: 680- SC544948 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS ANi] SURVEYORS) This endorsement modifies insurance provided underthe following; COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (section 11): Any person or organization that you agree in a "contract or agreement requiring insurance" to In- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- Jury", "property damage" or "personal injury" caused, in whole or In part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opere- tlons; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional Insured for "bodily Injury", "property damage" or "personal injury" for which that per, son or organization has assumed liability in a con- tract or agreement. The Insurance provided to such additional Insured is limited as follows: d. This Insurance does not apply on any basis to any person or organization for which cover. age as an additional insured speciflcally is added by another endorsement to this Cover- age Part. e. This Insurance does not apply to the render- ing of or failure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional Insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of Insurance stated In the LIMITS OF INSURANCE (Section 111) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, If you specifically agree In a "Contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- arage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional Insured which covers such addi- tional Insured as a named Insured, and we will not share with the other Insurance, provided that; (1) The "bodily injury" or "property damage" for which coverage Is sought occurs; and (2) The "personal Injury" for .which coverage Is sought arises out of an offense committed; after you have entered Into that "contract or agreement requiring insurance ". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us In COMMERCIAL GENERAL LIABILITY CON- DITIONS ( Saction IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal Injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG 03 81 09 D7 02007 The Travelers Companies, Inc. Page 1 of Includes the oopydghted material of Insurance services Office, Ino., with Its permfwlon COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal Injury" offense is committed. D. The following definition Is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal In- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period, Page 2 of 2 ®2007 The Travelers Oompaniss, Inc. CG DS 81 09 07 Includes the oopyrlghled material or Insurance services Office, Inc., with Its parmiseloh Policy Number: SAA(16)56458228 COMMERCIALAUTO CA 88 10 0113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE —BROADENED COVERAGE 10 GLASS REPAIR — WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (Including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE — ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION li — LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II — LIABILITY COVERAGE, paragraph A.I. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership orjointventure; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically In excess of this policy, e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan available to that organization; 02013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To 'bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: f. Any 'employee" of yours while using a covered 'auto' you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an 'auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee ", 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION If - LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: h• Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an 'insured". However, such person or organization is an "insured ": (1) Only with respect to the operation, maintenance or use of a covered "auto "; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION 11 - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION It - LIABILITY, exclusion B.5, FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered 'auto" you own or hire. SECTION 111 - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph AA. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any 'auto' you own, then the Physical Damage coverages provided are extended to "autos ": a. You hire, rent or borrow; or 02013 Llbeny Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance services Office, Inc., with Its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for 'loss" in any one 'accident' or "loss" is the smallest of: (1) $60,OOO; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss "; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" forthat coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident', we will also cover the actual loss of use of the hired 'auto' If it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any 'auto" that is hired, rented or borrowed from your "employee ". For the purposes of this provision, SECTION V — DEFINITIONS Is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. TOWING AND LABOR SECTION III — PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, Is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, Night truck" or 'medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. C. For `medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 — 20,000 pounds. However, the labor must be performed at the place of disablement. 81 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 ® 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services offoe, Inc„ Mth Its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of °accident° or °loss ", to an "auto" for which we also pay a "loss' under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred afterthe first24 hours following the "accident" or "loss° to the covered 'auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. C. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered 'auto". d. This coverage does not apply unless you have a business necessity that other 'autos" available for your use and operation cannot fill. e, If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined In provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION 111 — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that °auto" is stolen, we will pay, without application of a deductible, up to $800 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible Insurance. a. SECTION V — DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an Insured.' "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a, to exclusions 4.c, and 4.d. is deleted and replaced with the following: ® 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of insurance Services office, Ina, with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed In the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto "; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessorles used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the `loss", b. Financial penalties Imposed under a lease due to high mileage, excessive use or abnormal wear and tear, C. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan', f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto ", g. Security deposits not refunded by a lessor, In. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto ", i. Any amount representing taxes, I. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss ". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss ". This adjustment is not applicable In Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V — DEFINTIONS Is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the ban, thereby requiring a large final payment. ® 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services office, Inc., with Its permission. Page 6 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 1o,o00 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured "; b. Legally parked; and G. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any `loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or C. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV — BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fall to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV— BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, 'suit" or "loss ", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee' designated by the Named Insured to give such notice, if you are a corporation. 02013 tJberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services office, Inc., with Its perrnisslon. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The 'Insureds' name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.S., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss ", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For °autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit ", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an 'auto' hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS Is amended as follows; 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.- CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply In those states which require more than 60 days prior notice of cancellation. ® 201311berty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 7 of 7 Policy Number: BAA(17)56458228 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 5 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) 22 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE— BROADENED COVERAGE 10 GLASS REPAIR— WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) g HIRED AUTO COVERAGE TERRITORY 20 LOAN /LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 14 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE— ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR TWO OR MORE DEDUCTIBLES 7 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II — LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION 11 — LIABILITY COVERAGE, paragraph A.I. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, 'insured" does not include any organization that: (1) Is a partnership orjoint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage Is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan available to that organization; ® 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of insurance Services office. ]no, with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury' or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.I. -WHO IS AN INSURED is amended to include the following as an insured: f. Any *employee" of yours while using a covered 'auto' you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorsement Is excess over any other insurance available to any "employee ". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment, Insurance provided by this endorsement Is excess over any other insurance available to the "employee ". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.I. -WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto°, provided that you and such person or organization have agreed in a written contract, agreement, or Permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "Insured ". However, such person or organization is an 'Insured': (1) Only with respect to the operation, maintenance or use of a covered "auto "; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION If - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the Insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION If - LIABILITY, exclusion 8.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extenslons of SECTION 111 - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired `autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any 'auto" you own, then the Physical Damage coverages provided are extended to 'autos: a. You hire, rent or borrow; or 02013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of insurance Services Office, Inc., with Its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's' name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss'; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own, D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired auto" if it results from an "accident ", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any °auto° that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V — DEFINITIONS is amended by adding the following: "Total loss' means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION 111 — PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto° classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For 'light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less, C. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks' are trucks that have a gross vehicle weight (GVW) of 10,001 — 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material or Insurance SeNlces Office, Inc., with Its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, Is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss', to an "auto" for which we also pay a "loss' under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "foss' to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days, G. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auW, d. This coverage does not apply unless you have a business necessity that other 'autos" available for your use and operation cannot fill. e. If 'loss" results from the total theft of a covered "auto' of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto' to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for en "auto" you own and that "auto° is stolen, we will pay, without application of a deductible, up to $600 for "personal effects` stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance, B. SECTION V— DEFINITIONS is amended by adding the following: For the purposes of this provision, `personal effects" mean tangible property that is wom or carried by an insured." "Personal effects' does not include tools, equipment, Jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d, is deleted and replaced with the following: x92013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 Exclusion 4.c., and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered 'auto' at the time of the 'loss' and such equipment is designed to be solely operated by use of the power from the `auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto "; or If the "loss" occurs solely to equipment, then our obligation audio, visual or data to electronic equipment or accessories used with this by a $100 deductible. pay for, repair, return or replace damaged or stolen property will be reduced 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident' is the greater of the: Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss' less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss ", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, C. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e, Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss° of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto ", I. Any amount representing taxes, i. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss ". An adjustment for depreciation and. physical condition will be made in determining the actual cash value at the time of the "loss ". This adjustment Is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto° that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss, C. SECTION V — DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repalrs plus the salvage value exceeds the actual cash value. A'balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. ® 2013 Liberty Mutual Insurance CA BB 10 01 13 Includes copyrighted material of Insurance services Office, Inc., with Its.permisalon. Page 5 of 7 18. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE Is amended by the addition of the following: No deductible applies to glass damage If the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is emended by the addition of the following: The deductible does not apply to 'loss' caused by collision to such covered "auto` of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured "; b. Legally parked; and C. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible Is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible Is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or C. If the foss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV — BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2, is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident ", claim, 'suit" or "loss ", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, 9 you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. ®2013 Liberty M ILO Insurance CA 88 10 01 13 Includes copydghled material of Insurance Services Ofiice, Inc., with Its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an °accident" or "loss ", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7„ Policy Period, Coverage Territory, is amended by the addition of the following: For "autos" hired 30 days or less, the coverage territory Is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a 'suit ", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.- CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 80 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. ® 2013 Liberty Mutual Insurance CA 8810 01 13 Includes copyrighted material of Insurance Services office, Inc., with Its permission. Page 7 of 7 Policy Number: 6808C544948 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL. INSURED (ARGHITEGTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree In a contract or agreement requiring Insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily In- jury", "property damage" or "personal injury" caused, In whole or in part, by your acts or omis- slons or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c, in connection with "your work" and included within the "products - completed operations hazard". Such person or organization does not quality as an additional Insured for "bodily injury", "property damage" or "personal Injury" for which that per- son or organization has assumed liability In a con- tract or agreement. The Insurance provided to such additional insured is limited as follows: d. This Insurance does not apply on any basis to any person or organization for which cover- age as an additional Insured specifically Is added by another endorsement to this Cover- age Part. e. This Insurance does not apply to the render- ing of or failure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed In that "contract or agreement requir- ing Insurance" to provide for that additional Insured, or the limits shown In the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of Insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree In a "contract or agreement requiring Insurance" that the Insurance provided to an additional Insured under this Cov- erage Part must apply on a primary basis, or a primary and . non - contributory basis, this Insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily Injury" or 'property damage" for which coverage is sought occurs; and (2) The "personal Injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this Insur- ance still Is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that Is available to the Insured when the Insured Is an additional Insured under any other Insurance. C. The following Is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily Injury", "property damage• or "personal Injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring Insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring Insur- ance" with such person or organization entered Into by you before, and In effect when, the "bodily CG D3 8109 07 ® 2007 The Travelers companies, Inc, Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Ina, with He permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury' offense is committed. D. The following definition Is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to Include a person or organization as an additional Insured on this Cov- erage Part, provided that the "bodily Injury" and "property damage" occurs, and the "personal In- jury" Is caused by an offense committed: a. After you have entered Into that contract or agreement; b. While that part of the contract or agreement Is In effect; and C. Before the and of the policy period. Page 2 of 2 ®2007 The Travelers Companlas, Inc. CG D3 8109 07 Includes the copyrighted material of Insurance Services office, Inc., with its permission