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HomeMy WebLinkAboutCSG, Inc. (12) , CONSULTING SERVICES AGREEMENT BETWEEN kt-;19-, THE TOWN OF LOS ALTOS HILLS AND CSG CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ('Town") and CSG Consultants, Inc. ("Consultant") (together sometimes referred to as the"Parties")as of 2012 (the"Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on July 13, 2012, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement,as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in a manner consistent with the level of care and skill ordinarily exercised by other professionals providing the same services in the San Francisco Bay Area. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Public Works Requirements. Because the services described in Exhibit A include"work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work,"the services constitute a public works within the definition of Section 1720(a)(1)of the California Labor Code. As a result, Consultant is required to comply with the provisions of the Labor Code applicable to public works, to the extent set forth in Exhibit C. Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed$23,325, 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 Consulting Services Agreement between Town of Los Altos Hills and CSG Page 1 of 14 err V Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services performed by more than one person. Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees,agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement,and the percentage of completion; • At Town's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person,a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent,and subcontractor of Consultant performing services hereunder; • The Consultant's signature; • Consultant shall give separate notice to the Town when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and Town. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town, if applicable. 2.2 Monthly Payment. Town shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 2 of 14 'd V Soh C. lc C.C - 2.3 Final Payment. Town shall pay the last /o of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Town shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. •2.6 : . . . : It G that-shall nate-exceeded: 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 8,the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to Consulting Services Agreement between Town of Los Altos Hills and CSG Page 3 of 14 it V the Town. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made pal of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than$1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than$1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition)covering comprehensive General Liability on an "occurrence"basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: Consulting Services Agreement between Town of Los Altos Hills and CSG Page 4 of 14 `I V a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Town, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Town, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals'errors and omissions. Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 5 of 14 4110 V 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy 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. Should any CONSULTANT'S insurers' ratings change during the middle of a policy year, CONSULTANT has until the policy renewal date to remedy the situation. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town, either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a'Wasting' policy limit(i.e. limit that is eroded by the cost of defense). 4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents,and subcontractors. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 6 of 14 4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,Town may,at its sole option exercise any of the following remedies,which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement, defend with counsel acceptable to Town, indemnify,and hold Town, its officers, employees, agents, and volunteers, harmless from and against any and all claims to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description to the extent they arise out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused by the sole negligence,active negligence,or willful misconduct of the Town. With respect to third party claims against the Consultant,the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees. Notwithstanding the forgoing,to the extent this Agreement is a"construction contract"as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state,or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by Town, including but not limited to eligibility to enroll in the California Public Employees Retirement Consulting Services Agreement between Town of Los Altos Hills and CSG Page 7 of 14 V System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to,the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to Town that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 8 of 14 v Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days'written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination;Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. 8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if Town grants such an extension,Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,Town's remedies shall include, but not be limited to, the following: Consulting Services Agreement between Town of Los Altos Hills and CSG Page 9 of 14 fJ 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 Town would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files,or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Consultant agree that, until final approval by Town, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds$10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town,for a period of 3 years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 10 of 14 4110' r1 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent,appointee, or official of the Town. If Consultant was an employee, agent, appointee, or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject Consulting Services Agreement between Town of Los Altos Hills and CSG Page 11 of 14 411. 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 Richard Chiu ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Ed Slintak, P.E. CSG Consultants, Inc. 1700 South Amphlett Boulevard, 3rd Floor San Mateo, CA 94402 Any written notice to Town shall be sent to: Richard Chiu Jr. Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Payment Schedule Exhibit C Public Works Requirements Consulting Services Agreement between Town of Los Altos Hills and CSG Page 12 of 14 itr 111111 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. Consulting Services Agreement between Town of Los Altos Hills and CSG Page 13 of 14 4.0 The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CONSULTANT Carl CahTown Manager 'yrus Ki.r•:. Attest: Deborah P�Tow Clerk Approved as to Form: 1 ti 4 Steven T. Mattas, Town Attorney 1071914.1 Consulting Services Agreement between Town of Los Altos Hills and CSG Page 14 of 14 RESOLUTION NO.23-12 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT TO PROVIDE TOPOGRAPHICAL SURVEY AND DESIGN SERVICES FOR HILLTOP DRIVE DRAINAGE IMPROVEMENTS TO CSG CONSULTANTS, INC. WHEREAS, the City Engineer of the Town of Los Altos Hills did, duly examine and consider • the proposal submitted for providing topographical survey and design services for Hilltop Drive drainage improvements in Los Altos Hills, California;and WHEREAS, the City Engineer recommends that the contract for said project be awarded to CSG Consultants,Inc. in an amount not to exceed$23,325; and WHEREAS,the City Engineer recommends the allocation of$3,000 for project contingency; NOW,THEREFORE,BE IT RESOLVED by the City Council of the Town of Los Altos Hills that: 1. The City Manager is hereby authorized and directed to execute a contract to the above- named firm on behalf of the Town of Los Altos Hills. 2. The Public Works Director is hereby authorized to approve potential contract change orders in an amount not to exceed$3,000. The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a special meeting held on the 31st day of May,2012 by the following vote: AYES: Larsen, Waldeck, Mordo,Radford, Summit NOES: None ABSTAIN: None ABSENT: None , / • BY: chor ATTEST: �y 7 , /, 42- eborah Padovan, City Clerk Resolution No.23-12 Pagel V V EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit A Page 1 of 1 ispo V EXHIBIT A siP sj May 10, 2011 Town of Los Altos Hills Richard Chiu, P.E. City Engineer/Public Works Director 26379 Fremont Road Los Altos Hills, CA Subject: Town of Los Altos Hills— Hilltop Drive Drainage Project Dear Mr. Chiu: CSG Consultants (CSG) is pleased to present this proposal to the Town of Los Altos Hills (Town) for the survey and design services of the Hilltop Drive Drainage Project. On Wednesday, April 25, 2012, CSG met with the Town for a field walk along Hilltop Drive to gain an understanding of the road's drainage issues. The Town identified the location of excess surface water located on the road at 12370 Hilltop Drive. During the field walk, the location of all potholing done by the Cal-water was identified, and the limit of the excess ground water was approximated to be at 12100 Hilltop Drive. It is our understanding that the excess surface water may be caused by several different sources, including excessive water use within the above watershed area and/or an inadequate drainage ditch and culvert system. Our approach to remedying these issues would include completing a detailed field survey of right of way located at 12370 Hilltop Drive, identifying high and low points along the road and in the drainage ditch, construct a cutoff apron at the drainage inlet, construct a subdrain pipe to carry the water from the cutoff apron at the drainage ditch to outfall near the existing culvert on the far side of the road, and reconstruct the intersection's drainage ditch and culvert. This new subdrain will be aligned and constructed to go under the existing water mains when crossing the road. The proposed improvements may not completely prevent the excess water in the roadway, as the source of the excessive water is not known. Additional work may be required after a period of evaluation determines how the proposed improvements have affected the problem area. 1700 South Amphlett Boulevard.3°Floor: San Mateo,CA 94402 Phone.650-522-2500:Fax:650-522-2599 Email:csgstafacsgengr.com;Online at www.csgwebsite tom v Town of Los Altos Hills Hilltop Drive Drainage Project Attn: Richard Chiu, P.E. May 10,2012 Page 2 of 4 SCOPE OF WORK Below are the tasks that outline the scope of work required to complete this project: Task 1 — Field Survey and Mapping • Conduct a field survey and create a topographic map and base sheets of the area, which shall include the roadway, driveways, dikes, shoulders, striping, signs, utilities, vegetation, storm drain ditch alignment and cross sections, and storm drain facilities. • Research existing utility maps and right of way maps and incorporate findings into mapping. Task 2— Preliminary 60% Design • Prepare preliminary design layout and details • Develop preliminary construction estimate • Outline technical specifications • Meet/Discuss with the Town the proposed 60% design Task 4—90% Design • Implement 60% comments and prepare 90% plans • Develop specifications • Updated construction cost estimate • 90% Design Town Review Meeting Task 5— Final 100% Design • Finalize construction plans, specifications, and construction cost estimate TASK 6 — Bid and Construction Support • Preparation of addenda • Respond to bidder's questions • Attendance at pre-construction meeting • Review and comment on technical submittals • Preparation of responses to Requests for Information (RFI) • Preparation and production of Record Drawings based on Town's redlined plans 1700 South Amphlett Boulevard,3°Floor; San Mateo,CA 94402 Phone:650-522-25001 Fax:650-522-2599 Email csgstag(dcsgengr.com:Online at mmw.csgwebsite com it V Town of Los Altos Hills Hilltop Drive Drainage Project Attn: Richard Chiu, P.E. May 10,2012 Page 3 of 4 Assumptions • All topographic mapping and design plan files will be developed in AutoCAD. • Field survey will be based on an assumed coordinate system and datum. • Right of Way information will be provided by the Town. No right of way resolution is assumed. • No permitting and/or environmental clearance is included. • Traffic control drawings are not included. • Reproduction of bid documents is not included. • Construction management/inspection is not included. DELIVERABLES • 60% Design: Preliminary plans, specifications outline and estimate, submitted via email in PDF, XCL, and DOC format • 90% Design: PS&E, submitted via email in PDF, XCL, and DOC format • Construction Documents: PS&E. Electronic files submitted via email in PDF, Excel & CAD files; Hardcopy files (wet-signed copies) submitted via delivery. • Record Drawings: Plans, submitted via email in PDF and hardcopy. SCHEDULE CSG approximates the work to be completed within 6 to 8 weeks after receiving the notice to proceed. This schedule assumes that weather permits and City review comments are received in a timely manner. • Field Survey and Mapping 1 week (weather permitting) • Preliminary 60% Design 1 —2 weeks • Town Review 1 week • 90% Design 1 —2 weeks • Town Review 1 week • Final Design 1 week 1700 South Amphlet1 Boulevard,3"Floor; San Mateo,CA 91002 Phone:650-522.2500:Fax:650-522-2599 Email.csastafl@csgengccom:Online at www.csgwebsite corn V Town of Los Altos Hills Hilltop Drive Drainage Project Attn: Richard Chiu, P.E. May 10, 2012 Page 4 of 4 COST PROPOSAL The cost estimate for providing these services is $23,325. A detailed breakdown of this estimated is found in the attached "Work Cost Proposal and Resource Allocation" sheet. If you have any questions, please call Ed Slintak, P.E. at 650-522-2533. Sincerely, CSG Consultants, Inc. Ed Slintak, PE Design Manager 1700 South Amphlell Boulevard,3°Floor; San Mateo,CA 94402 Phone:650.522.2500:Fax:650-522-2599 Email.csgstaf@csgengr corn;Online at www.csgwebsite.com tit EXHIBIT B COMPENSATION SCHEDULE Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit B Page 1 of 1 it V CITY OF LOS ALTOS HILLS-HILLTOP DRIVE DRAINAGE PROJECT RESOURCE ALLOCATION ESTIMATE-05/09/12 E, A c g Task Description C o $ c _ C a. • Y Totals — E a cc os oc e oecc co C _ C NWi2 PW C 0 6 Z 4g O. W N W et W 6 W O W W 1- di N Q N Category I Notes 5175 $160 $140 5120 $110 $100 $295 $80 Hours Cost ?JAVA: - '34J rn``41. -120.0.' ' N:a's:+ "e.,4 lis-:ti4fl* s.x Aja-,..a t?'.: .a ..,=- :'N; .. >a=:::. . _ nFerns y 18 18 - $4400__ U1ItyMap R arch 1 2 3 $360 Project setup 1 1 $140 Survey mapping/create base sheets I 8 2 11 1 $1,320 ISy4�'� Subtotal•Task 1 0 0 3 8 4 0 16 0 31 $6220 A � rn e :rA .2 fesfet: : ' µ tix 4 1 : • riTS 6,2%Y tit Layout and design 2 1 8 20 4 _ _ 34 $4,310 Detail 0 4 1 8 13 $1,695 Outline Technical Specifications4 $555 Meetings/Coordination 2 2 4 I $520 Estimate _ 5 2 4 ] $935 17 Subtotal-Task 2 5 036 0 0 62 3$9,315 tom:33V{A7 410 �rfi EXHIBIT C PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ. HOURS OF WORK: A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the services described in Exhibit A shall constitute a legal day's work under this contract. B. In accordance with California Labor Code Section 1811,the time of service of any worker employed in performance of the services described in Exhibit A is limited to eight hours during any one calendar day, and forty hours during any one calendar week, except in accordance with California Labor Code Section 1815,which provides that work in excess of eight hours during any one calendar day and forty hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight hours during any one calendar day and forty hours during any one calendar week at not less than one-and-one-half times the basic rate of pay. C. The Consultant and its subcontractors shall forfeit as a penalty to the Town$25 for each worker employed in the performance of the services described in Exhibit A for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day, or more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In accordance with California Labor Code Section 1773.2,the Town has determined the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research,a copy of which is on file in the Town Public Works Office and shall be made available on request. The Consultant and subcontractors engaged in the performance of the services described in Exhibit A shall pay no less than these rates to all persons engaged in performance of the services described in Exhibit A. B. In accordance with Labor Code Section 1775,the Consultant and any subcontractors engaged in performance of the services described in Exhibit A shall comply with California Labor Code Section 1775,which establishes a penalty of up to$50 per day for each worker engaged in the performance of the services described in Exhibit A that the Consultant or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages,or the previous record of the Consultant or subcontractor in meeting applicable prevailing wage obligations,or the willful failure by the Consultant or subcontractor to pay the correct rates of Consulting Services Agreement between [EFECTIVE DATE] Town of Los Altos Hills and CSG Consultants, Inc.—Exhibit C Page 1 of 3 4510 prevailing wages. A mistake, inadvertence,or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their obligations under the California Labor Code. The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor,the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements: 1. The contract executed between the Consultant and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. 2. The Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor's certified payroll records. 3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of wages, the Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A. 4. Prior to making final payment to the subcontractor, the Consultant shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813. C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name,address, social security number, work, straight time and overtime hours worked each day and week,and the actual per diem wages paid to each journeyman, apprentice,worker, or other employee employed in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: 1. The information contained in the payroll record is true and correct. 2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer's employees on the public works project. The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and its authorized representatives, the Consulting Services Agreement between [EFECTIVE DATE] Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit C Page 2 of 3 Division of Labor Standards Enforcement,the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776. D. In accordance with California Labor Code Section 1777.5,the Consultant, on behalf of the Consultant and any subcontractors engaged in performance of the services described in Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance of the services described in Exhibit A to employ for the services described in Exhibit A any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non manual workers as such)for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Contractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment. Consulting Services Agreement between [EFECTIVE DATE] Town of Los Altos Hills and CSG Consultants, Inc.—Exhibit C Page 3 of 3 V EXHIBIT 0 REIMBURSABLE EXPENSES Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit D Page 1 of 1 iiii °12 ' " "ACO CERTIFICATE OF LIABILITY INSURANCE 12/15/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must be endorsed. If SUBROGATION IS WAIVED, subject to the teens 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 0726293 1-415-596-9300 CONTACT Don Tarantino Arthur J. Gallagher a Co. PHONE FAX Insurance Brokers of California. Inc., License 90726293 WC.No.Ely: 915-536-8617 INE,Not: 415-536-8627__- One Market Plaza, Spear Tower ADMDRRESS: dOn_tarantino@a)9.COm Suite 200 --�'" -"-"-- -- San Francisco, CA 94105 __.___ INSURERS)AFFORDING COVERAGE AIC* INSURER A: TRAVELERS PROP CAS CO OF AMER 25674 INSURED INSURERS: SENTINEL INS CO LTD 11000 CSO Consultants Inc. INSURER C: ARCH INS CO 11150 1700 9. Aaphlett Blvd 3rd Floor INSURER D: San Mateo, CA 99402 INSURER EE INSURER F: I COVERAGES CERTIFICATE NUMBER: 24464519 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AWL BURR POLICY EFF POLICYEXP LTR TYPE OF INSURANCE INSR.VNO POLICY NUMBER IMIOOMYY) IMMN°M'WI LIMITS A GENERAL LIABILITY X 680294X0850-TIL-1112/09/1] 12/04/12 EACH OCCURRENCE $ 1,000,000 X DAMAGE TO D COMMERCIAL GENERAL LIABILITY PREMISES IEoccurrence) $ 1,000,000 CIAIMS.MADE A OCCUR I MED EXP(Any of,.person) $ 10,000 ___ i_ _ 'PERSONAL BADV INJURY $ 1,000,000 I GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APLIETS PER: PRODUCTS-COMP/OP AGC $2.000,000 7 POLICY PF° rPX L. A AVTOMOSILE WOILRY ' X -BA461M7612 12/04/1112/04/12 COMBINED SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per prawn) I) $ ALL OWNED SCHEDULED BODILY INJURY(Par accident)!$ AUTOSAUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per amdent) I$ 1$ A X UMBRELLA LIAR X OCCUR COP294741060 12/04/11 12/04/12 EACH OCCURRENCE I5 5,000.000 EXCESS LIAS i CLAIMS-MADE AGGREGATE $ 5,000.000 - OED I RETENTIONS Following Form $ B WORKERS COMPENSATION X 57WEEP4360 12 04 1 12/09/12 Y WC LIMIT OTH.'1 ANDEMPLOYERSUSDIMIY yIN / / 4 TORY LIMITS "ERy._ ANY PROPRETOR/PARTNER/EXECUTIVE n N/A E.L.EACH ACCIDENT 5 1,000,000 OFFICERMEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE-EA EMPLOYEE $ 1,000,000 I yes Mwnb under DESCRIPTION OFiPE0.Al1ON5 eelnw E.L.DISEASE POLICY LIMIT 1$ 1,000,000 C Prof Liability AEP004731500 12/04/l1 12/04/12 Limit 3X11/314il Retention 50,000 DESCRIPTION OF OPERATIONS I LOCADOXS/VEHICLES(Attach ACORD 101,Add IUBnl Remarks Schedule.Ir more ewe Is required) Blanket WC waiver of subrogation applies. All Operations, town of Los Altos Bills, its elected a appointed officers, employees are Additional Insured per endorsement attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Bills THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 26379 Fremont Road AUTHORIZED REPRESENTATIVE Los Altos Bills, CA 99022 yin USA ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD mobs Oman 29484519 v ri COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage.However,coverage for any Injury, damage or medical expenses described In any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage Is excluded or limited by such an endorsement. The following listing is a general cover- age description only.Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what Is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL EFFECTS LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT -8 A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1.,Who Is your business. An Insured, of SECTION II — LIABILITY COV- 2. The following replaces Paragraph b. In B.5., ERAGE: Other Insurance, of SECTION IV — BUSI- Mymos person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that Is signed and age, the following are deemed to be cov- executed by you before the "bodily injury' or ered"autos"you own: et "property damage" occurs and that is in effect (1) Any covered "auto" you lease, hire, - during the policy period,to be named as an adds- rent or borrow;and - tional insured is an "Insured' for Uabllity Cover- age,but only far damages to which this insurance (2) Any covered"auto"hired or rented by applies and only to the extent that person or or- your "employee" under a contract in -� ganizallon qualifies as an "insured" under the that individual "employee's" name, Who Is An Insured provision contained in Section with your permission, while perform- „� II, ing duties related to the conduct of e= B. EMPLOYEE HIRED AUTO your business. However, any"auto"that is leased, hired, ism 1. The following is added to Paragraph A.1., rented or borrowed with a driver is not a Who Is An Insured, of SECTION II — LI- covered"auto". ABILITY COVERAGE: C. EMPLOYEES AS INSURED An "employee" of yours is an "insured" while The following Is added to Paragraph Al.,Who Is operating a covered 'auto" hired or rented An Insured, of SECTION II — LIABILITY COV- under a contract or agreement in that 'em- ployee's" name, with your permission, while ERAGE: CA 14 20 07 10 02010 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with Its permission. 0010311 COMMERCIAL AUTO My"employee"of yours is an'insured"while us- (3) If a repair or replacement results in better ing a covered"auto"you don't own,hire or borrow than like kind or quality,we will not pay for the in your business or your personal affairs. amount of betterment. D. SUPPLEMENTARY PAYMENTS — INCREASED (4) A deductible equal to the highest Physical LIMITS Damage deductible applicable to any owned 1. The following replaces Paragraph A.2.a.(2)of covered"auto". SECTION II—LIABILITY COVERAGE: (5) This Coverage Extension does not apply to: (2) Up to $3,000 for cost of ball bonds (in- (a) Any "auto" that is hired, rented or bor- cluding bonds for related traffic law viola- rowed with a driver; or tions) required because of an "accident" (b) Any "auto" that is hired, rented or bar- we cover. We do not have to furnish rowed from your"employee". these bonds. G. PHYSICAL DAMAGE — TRANSPORTATION 2. The following replaces Paragraph A.2.a.(4)of EXPENSES—INCREASED LIMIT SECTION II—LIABILITY COVERAGE: All expenses incurred by the The following replaces the first sentence In Para- (4) "ill reasonableaat our request, incug actual graph A.4.a., Transportation Expenses, of COVER- loss re earnings up to $500la day be- SECTION III - PHYSICAL DAMAGE COVER- AGE: cause of time off from work. We will pay up to $50 per day to a maximum of E. TRAILERS—INCREASED LOAD CAPACITY $1,500 for temporary transportation expanse in- The following replaces Paragraph C.1. of SEC- curred by you because of the total theft of a cov- TION I—COVERED AUTOS: ered"auto"of the private passenger type. 1. "Trailers" with a load capacity of 3,000 H. AUDIO, VISUAL AND DATA ELECTRONIC pounds or less designed primarily for travel EQUIPMENT—INCREASED LIMIT on public roads. Paragraph C.2.. Limit Of Insurance, of SEC- F. HIRED AUTO PHYSICAL DAMAGE TION III — PHYSICAL DAMAGE COVERAGE is The following Is added to Paragraph A.4., Cover- deleted. age Extensions, of SECTION III — PHYSICAL I. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following Is added to Paragraph D., Deducti- Hired Auto Physical Damage Coverage ble, of SECTION III — PHYSICAL DAMAGE If hired 'autos" are covered "autos" for Liability COVERAGE: Coverage but not covered "autos" for Physical No deductible for a covered "auto" will apply to Damage Coverage, and this policy also provides glass damage if the glass is repaired rather than Physical Damage Coverage for an owned "auto', replaced. then the Physical Damage Coverage Is extended J. PERSONAL EFFECTS to "autos"that you hire, rent or bonow subject to the following: The following is added to Paragraph A.4.. Cover- age Extensions, of (1) The most we will pay for "loss" in any one DAMAGE COVERAGEELTION III — PHYSICAL "accident' to a hired, rented or borrowed "auto"Is the lesser of: Personal Effects Coverage (a) $50,000; We will pay up to $400 for"loss" to wearing ap- (b) The actual cash value of the damaged or Parel and other personal effects which are: stolen property as of the time of the (1) Owned by an"insured";and "loss";or (2) In or on your covered"auto'. (c) The cost of repairing or replacing the This coverage only applies in the event of a total damaged or stolen property with other theft of your covered"auto". properly of like kind and quality. No deductibles apply to Personal Effects cover- (2) An adjustment for depreciation and physical age. condition will be made In determining actual cash value In the event of a total"loss". Page 2 of 3 ®2010 The Travelers Indemnity Company.All dghts reserved. CA 14 20 0710 Includes copyrighted material of Insurance Services Office,Inc.with Its permission. V 'S COMMERCIAL AUTO e K. AIRBAGS (2) Any: The following Is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the Bions, of SECTION III – PHYSICAL DAMAGE time of the"loss"; COVERAGE: (b) Financial penalties Imposed under a Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnormal wear more airbags In a covered"auto"you own that In- and tear or high mileage; Hate due to a cause other than a cause of"loss" les- set forth In Paragraphs A.1.b. and A.1.c., but (c) Security deposits not returned by the Bar; only: a. If that"auto" is a covered "auto"for Compre- (d) Costsrfor extended warranties,tor Disabilitysa Life hensive Coverage under this policy; Insurance, purchasedHeca, Awithht lnr Insurance the loan or b. The airbags are not covered under any war- lease; and ranty; and (e) Carry-over balances from previous loans c. The airbags were not intentionally inflated. or leases. We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATION one loss". The following replaces Paragraph A.S., Transfer L. AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us, The following Is added to Paragraph A.4., Cover- of SECTION IV – BUSINESS AUTO CONDI- age Extensions, of SECTION III – PHYSICAL MONS: DAMAGE COVERAGE: 5. Transfer Of Rights Of Recovery Against Auto Loan Lease Gap Coverage for Private Others To Us !I Passenger Type Vehicles We waive any right of recovery we may have In the event of a total"loss"to a covered"auto"of against any person or organization to the ex- the private passenger type shown In the Schedule tent required of you by a written contract axe- or Declarations for which Physical Damage Cov- cuted prior to any "accident" or "loss", pro- vide('is provided, we will pay any unpaid amount vlded that the"accident"or"loss"arises out of due on the lease or loan for such covered "auto" the operations contemplated by such con- e— less the following: tract.The waiver applies only to the person or (1) The amount paid under the Physical Damage organization designated in such contract. Coverage Section of the policy for that"auto"; and a a 0= e rthe e CA T4 20 07 10 C 2010 The Travelers Indemnity Company.AH rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Onlce,Inc.with Its permhnbn. 0311140 ‘1r V COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement mcdIAes Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The'personal Injury"or'advertising Injury"or COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Beolkn IV), Paragraph 4. (Other Insurance), Is tense committed amended as follows: subsequent to the signing and execution of that 1. The following la added to Paragraph a. Primary contract or agreement by you. Insurance; 2, The first Subparagraph (2) of Paragraph Is Ex- However,If you specifically agree In a written con- case Insurance regarding any other primary In- tract or written agreement that the insurance pro- surance available to you Is delsted vided to m additional Inured under this 3. The following Is added to Paragraph b. Encase Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, This Inuit. Subparagraph(1): MOO is primary to other Insurance that le avail- That Ie available to the Insured when the insured able to such additional Insured which covers such Is added as an addflonal.insured under any other additional Insured as a named Insured, and we policy,Including any umbrella or excess policy. will not share with that other insurance provided that: • a. The "bodily Injury' or "property damage"for which coverage Is sought occurs;and • CG DO 37 04 05 Copyright 2005 The St.Paul Travelers Compenlea,Inc.All rights reserved. Pepe 1 of 1 4.0 V COMMERCIAL GENERAL LIABILITY POLICY NUMBER:680-29.010830-TIL-11 ISSUE DATE: 11-07-11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABIUTY COVERAGE PART SCHEDULE NAME OF PERSON(S)OR ORGANIZATION(S): PER SCHEDULE ON FILE WITH AGENT PROJECT/LOCATION OF COVERED OPERATIONS: •I_ PROVISIONS A. The following is added to WHO IS AN INSURED The insurance provided to such additional insured ciiim (Section 10: is limited as follows: The person or organization shown in the Schad- d. This insurance does not apply to the render- = ule above is an additional insured on this Cover- Ing of or failure to render any "professional 0 age Part,but only with respect to liability for"bod- services". ily Injury'. "property damage" or"personal injury" e. The limits of insurance afforded to the addi- caused, in whole or in part, by your acts or orris-tonal insured shall be the limits which you slons or the acts or omissions of those acting on agreed in that"contract or agreement requir- yourbehad: inti insurance" to provide for that additional a. In the performance of your ongoing opera- Insured, or the limits shown In the Declare- _ [ions; tions for this Coverage Part, whichever are ce b. In connection with premises owned by or less.This endorsement does not increase the = redact to you;or limits of Insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage - c. In connection with "your work" and included Part ® within the "products-completed operations B. The following Is added to Paragraph a. of 4. a hazard". Other Insurance In COMMERCIAL GENERAL B Such person or organization does not qualify as LIABILITY CONDITIONS(Section IV): s an additional insured for"bodily injury", "property However,If you specifically agree Ina"contract or damage" or "personal Injury for which that per- son or organization has assumed liability in a con- a0reement requiring insurance"that,for the addl- tionel Insured shown In the Schedule, the Insur- tract or agreement. ance provided to that additional Insured under this CG D3 82 09 07 0 2001The Travelers Companies,Inc. Page 1 of 2 Includesthe copyrighted material or Insurance Services Office.Inc.,with its permbeion 004274 COMMERCIAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or injury"arising out of"your work"on or for the pro- a primary and non-contributory basis, this insur- jeot, or at the location, shown in the Schedule ance is primary to other Insurance that is avail- above, performed by you, or on your behalf, un- able to such additional insured which covers such der a"contract or agreement requiring insurance" additional Insured as a named insured, and we with that additional Insured. We waive these will not share with the other insurance, provided rights only where you have agreed to do so as • that: part of the"contract or agreement requiring insur- (1) The "bodily injury' or "properly damage" for ance" with that additional insured entered Into by which coverage is sought occurs;and you before, and In effect when,the"bodily Injury" The "personal injury" for which coverage is or"property damage"occurs, or the"personal in- (2) 1 M jury"offense Is committed. sought arises out of an offense committed; D. The following definition is added to DEFINITIONS after you have entered Into that "contract or (Section V): agreement requiring Insurance for such addi- tional insured. But this Insurance still is excess "Contract or agreement requiring insurance" over valid and collectible other Insurance, means that part of any contract or agreement un- whether primary, excess, contingent or on any der which you are required to include the person other basis, that Is available to the additional in- or organization shown in the Schedule as an ad- sured when the additional Insured Is also an addl- ditional insured on this Coverage Part, provided tional insured under any other insurance. that the"bodily injury'and "property damage"oc- curs,C. The followingis added to Paragraph 8. Transfer and the"personal injury"Is caused by an of- fense committed: Of Rights Of Recovery Against Others To Us In COMMERCIAL GENERAL LIABILITY CON- a. After you have entered into that contract or , DITIONS(Section IV): agreement; • We waive any rights of recovery we may have b. While that part of the contract or agreement is against the additional insured shown in the in effect;and Schedule above because of payments we make c. Before the end of the policy period. for"bodily injury", "property damage"or"personal • • • Page 2 of 2 02007me Travelers Companies,Inc. CG DT 82 09 87 Includes the copyilyMed materiel of Insurance Services Office.Inc.,with Its permission 410 4 X THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS cn71, P Iloy Number. 57 WE EP43a0 EndoraemeMNumher: Effective Date: 12/04/11 Effective hour is the same as staled on the Information Page of the policy. Nam d Insured and Address: CSC CONSULTANTS INC ri o 1700 S AMPHLBT9 BLVD 3RD FL II o SAN MATEO, CA 94902 o bMM V6 &{ Section I of this endorsement expands coverage provided under WC 00 00 00. Lr, Section II of this endorsement provides additional coverage usually only provided by endorsement. C.o Section III of this endorsement lea Schedule of Covered States. o You may use the Index to locate these coverage features quickly: N N1 • , ® SUBJECT EAGE SUBJECT EASE m - SECTION I 2 B. Part One Does Not Apply 3 min PARTS ONE and TWO 2 C. Application of Coverage 3 IMIM mese 01 We Will Also Pay 2 D. Additional Exclusions 3 MI= PART-THREE 2 E. West Virginia 3 ® 02 How Thle insurance Works 2 EXTENDED OPTIONS 4 am PART-SIX 2 01 Employer&Liability Insurance 4 ® 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 ® 04 Liberalization 2 Hazards i t- SECTION II 2 03 Waiver of Our Right to Recover from 4 - VOLUNTARY COMPENSATION INSURANCE 2 Others ® 05 Voluntary Compensation insurance 04 Foreign Voluntary Compensation 4 ® A. How This Insurance Applies 2 A. How This Reimbursement Applies 4 e B. We Mali Pay 2 B. We Will Reimburse 4 ® C. Exclusions 3 C. Exclusions 4 RN D. Before We Pay 3 D. Before We Pay 5 E. Recovery From Others a E. Recovery From Others 6 p F. Employers'Liability Insurance 3 F. Reimbursement For Actual Loss 5 ® EMPLOYERS'LIABILITY STOP GAP 3 Sustained e ENDORSEMENT 3 G. Repatriation 5 ® 08 Employers'Liability Stop Gap H. Endemic Disease S Coverage 3 05 Longehore and Harbor Workers' 5 ® A. Stop Gap Coverage Limited to Compensation Act Coverage a Montana,North Dakota,Ohio, 9 Endorsement � Washington,West Virginia and SECTION III 6 ® Wyoming 01 Schedule of Covered States t Fars WC 99 0303 B Printed In U.S.A.(Ed,8/00) Pag t of 6 Process Dal : 11/16/11 Policy Expiration Oat : 12/04/12 ©2000,The Hartford SECTION I PARTS ONE and TWO PARTTHREE 1. WE WILL ALSO PAY 2. How Ibis Insurance Applla D. We Will Also Pay of Part Ona (WORKERS' Paragraph 4.of A. How This Inaurane Appli a COMPENSATION INSURANCE);and of Pert 3 (Other States Insurance) Is replaced by E. We Will Also Pay of Part Two(EMPLOYERS' the fallowing: LIABILRY INSURANCE) Is replaced by the 4. ff you have work on the effective date of this following: policy In any state not listed In Item SA.at the We Will Also Pay Information Page, coverage will not be afforded for that slate unless we are notified We will also pay these costs, in addition to within sixty days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 9. Trencfer Of Your Rights and Dulles 1. reasonable expenses Incurred at our request INCLUDING loss of earnings; C. Transfer Of Your Rights and Dull a of Part e (Conditions)Is replaced by the following: 2. premiums for bonds to release Your rights or duties under this policy nay not attachments and for appeal bonds in bond be transferred without ourwdten consent. amounts up to the limit of our liability under this Insurance; If you die and we receive notice within sixty S. litigation costs taxed against you; days after your death,we will cover your legal 4. Interest on a judgment as required by law representative as insured. until we offer the amount due under this 4. Liberaltratlon • law;and If we adopt a change In this form that would 8. expenses we Incur. 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 slate. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' 3. The bodily Injury must occur In the United UABILf1Y COVERAGE States of America, Its temtories or 5. V Ionian.Compensation Insuranes possessions, or Canada, and may occur elsewhere if the employee Is a United A. H w This insurance Applies States or Canadian citizen, or otherwise This Insurance applies to bodily Injury by legal resident,and legally employed,In the accident or bodily Injury by disease. Bodily United Stales or Canada and temporally Injury includes resulting death. away from those places. 1. The bodily Injury must be sustained by any 4. Bodily Injury by accident must occur officer or employee not subject to the dudng the policy period. workers' compensation law of any state 5. Bodily injury by disease must be caused shown In Item 3.A. of the Information or aggravated by the condtons of the 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. F rot WC 0003 03 B Printed In U.S.A.(Ed.8/00) Peg 2 of 5 officer's or employee's employment. The 11 the persons entitled to the benefits of this officer's or employee's last day of last insurance make a recovery from others, they exposure to the conditions causing or must reimburse us for the benefits we paid aggravating such bodily Injury by disease them. must occur during the policy period. F. Employers'Liability Insurance B. We Will Pay Part Two (Employers' Liability Insurance) We will pay an amount equal to the benefits applies to bodily Injury covered by this that would be required of you as if you and endorsement as though the State of your employees were subject to the workers Employment was shown In Item 3.A. of the compensation law of any state shown In Item Information Page. 3.A. of the Information Page. We will pay This provision 5. does not apply In New Jersey or those amounts to the persons who would be Wisconsin. o entitled to them under the law. EMPLOYERS'LIABILITY STOP GAP COVERAGE C. Exclusion •+ This Insurance does not cover. S. Employers'Liability Stop Gap Comma o 1.fp any obligation Imposed by workers' A. This coverage only applies In Montana,North 0 compensation or occupational disease law _ Dakota, Ohio, Washington, West Virginia and or any similar law. Wyoming. ili 2. bodily Injury Intentionally caused or B. Part One (Workers' Compensation Insurance) G aggravated by you. does not apply to work in states shown In N Paragraph A above. a 3. afticers or employees who have elected C. Part Two (Employers' Uabllity Insurance) in not to be subject to the state workers' agraph A, « applies compensation law. as though they wore shown In Item tes, shown in r3.A.of the ® 4. partners or sole proprietors not covered Information Page. ® under the Standard Sole Proprietors, D. Part Two, Section C. Exclusions is changed ® Partners, Officers and Others Coverage by adding these exclusions. m Endorsement. m This Insurance does not cover; eD. Before We Pay 5. bodily Injury Intentionally caused or ® Before we pay benefits to the persons entitled aggravated by you or In Ohio bodily injury to them,they must: resulting from an act which Is determined ® I. Release you and us, in writing, of all by an Ohio court of law to have been r. responsibility for the injury or death. committed by you with the belief than an ® 2. Transfer to us their right to recover from Injury Is substantially certain to occur. E. others who may be responsible for the However, the cost of defending such ® Injury or death. claims or sults In Ohio le covered. 1 3. Cooperate with us and do everything 12. bodily injury sustained by any member of m necessary to enable us to enforce the right the flying crew of any aircraft. ® to recover from others. . 14. any claim for bodily injury with respect to ® if the persons entitled to the benefhs of this which you are deprived of any defense or C Insurance fall to do those things, our duty to defenses or am otherwise subject to C pay ends at once. If they claim damages from penalty because of default In premium man you or from us for the injury or death,our duty under the provisions of the workers' a to pay ends at once. compensation law or laws of a state shown In Paragraph A. ® E. Recovery From Others E. This insurance applies to damages for which a fl we make a recovery from others, we w0 m keep an amount equal to our expenses of you 23.4-2. le under West Virginia Code AnnoL a recovery and the benefits we paid. We will ® pay the balance to the persons entitled to It. F rm WC DO0303B Printed In U.S.A. (Ed.WOO) Page3 f EXTENDED OPTIONS 1. Empl yore'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.0.of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work In Injury by accident or bodily Injury by disease. each state listed In item 3.A, Bodily Injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily Injury must occur In the course of employment necessary or Incidental to Bodily Injury work In a country not listed in Exclusion by Accident $500,000 Each Accident 0.1,of this provision, 3. Bodily Injury by accident must occur Bodily Injury during the policy period. by Disease 9500,000 Policy Limit 4. Bodily Injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment, The officer or employee's by Disease 9500,000 Each Employee lest exposure to those conditions of your employment must occur during the policy OR period. B. We WIII Helmhurse 2. The amount shown In the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that apply In New York because the Limits Of Our would be required of you If you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers'compensation law of the state of $500,000 to$1,000,000 in California. hire of the IndNidual employee. 2. Unint ational Failure to Disclose Hazards 2. sums to which Part Two (Employers' If you unintentionally should fall to disclose all liability Insurance) would apply if the existing hazards at the Inception date of your Country of Employment ware shown In policy, we shall not deny coverage under this Item 3.A.of the Information Page. policy because of such failure. C. Exclusions 3. Waiverof Our Right To Recover From Others This Insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an Injury covered by this Canada, end any county ar jurisdiction policy. We will not enforce our right against which Is the subject of trade or economic any person or organization far whom you sanctions imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America in effect as of the inception date This agreement shall not operate directlyor of this popsy. Indirectly to benefit anyone not named In the 2. any obligation Imposed by a workers' agreement. compensation or occupational disease B. This provision 3. does not apply in the states law,or similar law. of Pennsylvania and Utah. 3. bodily Injury Intentionally caused or aggravated by you. F nu WC 1190903 B Printed In U.S.A.(Ed.8/00) Page 4 f e 400 4 ' 4. liability for any consequence, whether of America necessarily Incurred as a direct direct or Indirect, of war, Invasion, act of result of bodily Injury. Foreign enemy,hostilities(whether war be Our reimbursement shall be limited as follows: declared or noq civil war, rebellion, revolution, Insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee II In good health,or he construed as overriding or waiving this 2. In the event of death, to the amount by limitation unless specific reference Is which such expenses exceed the normal made thereto.- cost of returning the officer or employee if D. Before We Pay alive and In good health. Before we reimburse you for the benefits to the In no event shall our reimbursement exceed persons entitled to them,you must have them: the bodily injury by accident limit shown In o Item 3.8.of the Information Page as respects 1. release you and us, In writing, at all any one such officer or employee whether ,.0 responsibility for the Injury or death, dead or alive. ,4 2. transfer to us their right to recover from H. Endemic Disease mothers who may be responsible for their The word 'disease" includes anendemic Injury or death, y w ses. 3. cooperate with us and do everything The coverage applies as If endemic diseases necessary to enable us to enforce the right were Included In the provisions of the workers' ro to recover from others. o If the persons entitled to the benefits paid fall compensallon law. to rn to do these things,our duty to reimburse ends & Longehore and Harbor Workers'Componeatl n at once. If they claim damages from us for the Act Coverage ® Injury or death, our duty to reimburse ends at General Section C. Workers' Compensation etc once. Law Is replaced by the following: e E. Recovery From Others C. Workers'Compensation Law ® If we make a recovery from others, we will Workers' Compensation Law means the e keep an amount equal to our expenses of workers or workers' compensation law and e recovery and the benefits we reimbursed. We occupational disease law of each state or ® will pay the balance to the persons entitled to territory named In gem as.of the Information !Le.. it. If persons entitled to the benefits make a Page and the Longshore and Harbor Workers' recovery from others, they must repay us for Compensation Act (33 USC Sections 901- ® the amounts that we have reimbursed you. 950). It Includes any amendments to those ® F. Reimbursement for Actual Lees Sustained laws that are in effect during the policy period. ® It does not include any other federal workers ® This endorsement provides only for or workers' compensation law, other federal Mel reimbursement for the loss you actually occupational disease law or the provisions of es sustain. In order for you to recover loss or any law that provide nonoccupational disability 11=1expenses under this reimbursement you must: benefits. 1. actually sustain and pay the loss or Pan two (Employers' Liability insurance), C. C▪C expense In money after trial,or Exclusions, exclusion 8, does not apply to 2. secure our consent for the payment of the work subject to the Longshoro and Harbor ® loss or expense. Workers'Compensation Act. ram e G. Repatriation This coverage does not apply to work subject ® Our reimbursement Includes the additional to the Defense Base Act, the Outer ® expenses of repatriation to the United States Continental Shelf Lands Act, or the Nonappropriatod Fund Instrumentalities Act. e F rm WC 09 0303B Printed In U.S.A. (Ed.B/Oo) Page 8 of iso SECTION III 1. SCHEDULE OF COVERED STATES B. lie state,shown In item 3.A.of the Information A. This endorsement only applies In the slates Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy, The coverage will apply in the new state on the effective date of the state approval. C. Schedule of Covered Stales: CA Countersigned by Authorized Representative F rm WC99OSOSB Printed in U.S.A.(Ed.6(00) Fag 6of9 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 12/15/2011 NAME OF INSURED: deo consultants Inc. Additional Description of Operations/Romance from Page t Additional Information: SUPP(05/04)