Loading...
Weston Miles Architects - 2017 AgreementAGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 1 day of November 2017 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Weston Miles Architects, Inc. having a principal place of business at 17500 Depot Street #120, Morgan Hill, CA 95037. TERM OF AGREEMENT This Agreement will become effective on December 11, 2017 and will continue in effect through June 30, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. SERVICES TO BE PERFORMED BY CONSULTANT Specific Services CONSULTANT agrees to: perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services ") within the time periods described in and Exhibit "C" ( "Milestone Schedule "). Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4845 - 6718- 3385v1 B -1 LAC104706083 Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. COMPENSATION Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D ". In no event however shall the total compensation paid to CONSULTANT exceed $35,000.00. Invoices CONSULTANT shall submit invoices for all services rendered. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D." No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4845 - 6718 -33850 B_2 LAC \04706083 responsible for any expenses incurred by CONSULTANT in perfonning services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." OBLIGATIONS OF CONSULTANT Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability 4845.6718- 3385v1 B_3 LAM04706083 Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claim made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4845 - 6718- 3385v1 B -4 LAM04706083 OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. TERMINATION OF AGREEMENT Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.I., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the perfonnance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall 4845 - 6718- 3385v1 B -5 LAM04706083 reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. GENERAL PROVISIONS Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall use due professional care to comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable 4845 - 6718- 3385v1 B_6 LAC104706083 attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of 4845 - 6718- 3385v1 B-% LAD04706083 California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.I. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Time of the Essence All dates and times referred to in this Agreement are of the essence. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Weston Miles Architects, Inc. By:, � Name.' es y es Title: Principal 4845 - 6718- 3385v1 B_8 LAC\04706083 CITY: CITY OF GILROY By: W- --� Name: Paria De Title: Recreation Director Social Security or Taxpayer Identification Number -1 _ Oy1� %by'j Approved as to Form City Attorney 4845- 6718 -33850 B -9 LAC104706083 ATTACHMENT B: Exhibit A SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit `1B", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Lesley Miles, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the Services required herein. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Recreation Manager Adam Henig shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.I. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not satisfactorily completed all of such Services, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4845 - 6718- 3385v1 B -1 Q LAM04706083 Direct expenses are charges and fees not included in Exhibit "B". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. CONSULTANT'S SERVICES TO BE APPROVED BY A REGISTERED PROFESSIONAL ENGINEER All civil (including structural and geotechnical) engineering plans, calculations, specifications and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and shall include his or her name and license number. Interim documents shall include a notation as to the intended purpose of the document, such as "preliminary" or "for review only." All civil engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal of the licensee and the date of signing and sealing or stamping. All final civil engineering calculations and reports shall bear the signature and seal or stamp of the licensee, and the date of signing and sealing or stamping. B. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. C. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. 48455718 -33850 B -1 1 LAC104706083 D. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right,. at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. E. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. F. NO PLEDGING OF CITY'S CREDIT. Under no circurnstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the naive of CITY. G. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.E of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. 4845 - 6718 -33850 8 -12 LAC104706083 H. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. I. NOTICES. Notices are to be sent as follows: CITY: Adam Henig, Recreation Manager City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Lesley Weston Miles Architects, Inc. 17500 Depot Street #120 Morgan Hill, CA 95037 J. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or 4845 - 6718- 3385v1 B -13 LAM04706083 consideration, or otherwise recover, the full amount of such fee, commission, pereentage, brokerage fee, gift or contingent fee. 4845.67183385v1 B -14 LAM04706083 Exhibit B SCOPE OF SERVICES (revised November 28, 2017) The City of Gilroy will receive a conceptual design that illustrates the necessary building upgrades and improvements required to increase the Gilroy Center for the Arts (located on 7341 Monterey Road) occupancy limits of 49 to the maximum occupancy allowable within the existing building footprint. Plans should include, but not be limited to ADA, seismic, HVAC, entry and exiting, plumbing, electrical, etc. In addition, an itemized cost estimate of each upgrade, along with a total project upgrade cost is required. Per the RFP /design project schedule, the first meeting with city staff should commence on December 11, 2017. The first set of draft design plans should be submitted to the City of Gilroy no later than March 21, 2018. The City will provide comments to the firm no later than April 27, 2018. The final conceptual designs will be submitted to the City no later than May 18, 2018 with a presentation given by the firm and city staff to the City Council at the June 4, 2018 regular council meeting. ^ Signa d date of acknowledgement of revision B -15 Exhibit C MILESTONE SCHEDULE (as of November 1, 2017) Draft RFP /Design Project Schedule Target Date(s) 84847 RFP submissions due to City of Gil -" 9148147 Seleetie r,,,..,..niaee evaluate RFP submissions 9-1/1-9-1/1-7 10,120,117 10123/17 10/2747 Contract agreement and insurance complete 11/17/17 Process agreement 11/20/17-11/30/17 Contract work to begin 12/11/17 Draft Design plans submitted to City of Gilroy Comments to consultant Final conceptual design plans submitted to City of Gilroy 3/21/18 4/27/18 5/18/18 Present design plans to City Council 6/4/18 Weston Miles Architects' submitted proiect schedule Ability to Meet Project Schedule Program Review Estimated Duration: 12/11/17 - 2115/18 Final Presentation Meetings and reviews with staff, users, and public. Estimated Duration: 5 /182018 - 6/4/2018 16ck oft meeting: December - Estimate 5-6 meetings with decision based on final program in late Power pant presentation: June - Estimate 1 presentation meeting with City Council. February. Schematic Design / Cost Estimate / Phasing Estimated Duration: 2/15118 - 5/18/18 Schematic Design: March - Estimate 3 meetings with decision based on final schematic design by late May Develop plan based on cost/Phasing: April - Estimate 2 meetings with phasing review. 170-3w, Exhibit D PAYMENT SCHEDULE " WESTON MILES '°° °` " it. suiK ''`�. " %lorl.vtn Hitt, CA 95037 A A C H r T E C T S VAV.wmarchinwrs.cuai t:at-• -nw A4r Pr as ':utrd. Cm '•:nt,r Clay a;r.. .•atCr •t d. Frrtm. a. ntai ao!, :Year Td. 4N 779.nn8n Fax. 4%,178.9417 October 24, 2017 Program Review Personnel Hrs. l ;Meetings & reviews with staff, users and public ,Lesley Miles 20 1 $185.00 i $3,700.00 'Kick off meeting ° Charles Weston 3 $185.()D* $555.00 Katarina Schriner 20 $100.00: $2,000.00 r Estimated Total Hours 1 43 1 $6,255.00 Schematic Design Personnel Hrs. I Schematic Design including potential for future 'Lesley Mlles 30 i $185.00 $5,550.00 i Charles Weston 30 $185.00 $5,550.00 E :Sharon Morris 55 $140.00 $7,700.001 Estimated Total Hours 115 $18,800.00 , r Cost Estimate /Phasing Personnel Hrs, Develop estimate based on cost/phasing Lesley Miles 25 $185.00' $4,625.00 Katrina Schriner 15 $100.00 $1,600.00 Estimated Total Hours 41 $6,225.00 Final Presentation Personnel Hrs. PowerPoint Presentation - Lesley Miles 12 $185.00 $2,220.00 ] Katarina Shriner 14 $100.00' $1,400.00 Estimated Total Hours 26 B -17 $3,620.00 Total., $34,900.00 AV ' W ESTON MILES 175M Depot St. Suite 0i l'4 w Moclan Hill, CA M,17 ! A R C i l l T E C T S www.wmarchimm.com CaliforntaAir Reyuwu_N &card. CoolCalip ma Small Fiu iness of the Year SenlaCEarat .ea�etr/t'ru�rtnatitmf %olrrs Ent- nrnnrnmla ± &u.rnes,o!tkeY'rar SERVICE FEES Weston Miles Architects Hourly Fees for Service: Principal Architect $185.00 Sr. Project Manager $140.00 Project Architect $125.00 Project Manager $100.00 Principal Landscape Architect $185.00 Architectural Draftsperson $80.00 Landscape Draftsperson $80.00 Clerical $65.00 List of Sub - Consultants: ENGINEERING DIRECTOR SENIOR PROJECT MANAGER PROJECT MANAGER ELECTRICAL DESIGNER CADD MANAGER DRAFTER BOOKKEEPER ADMINISTRATIVE ASSISTANT Principal: Engineer: Designer: Draftsperson: Administration: Aurum Consulting Engineers $183 /hr $163/hr $158/h r $148 /hr $119 /hr $104/h r $77 /hr $67 /hr H &M Mechanical Group $237.00 / hour $183.00 / hour $134.00 / hour $109.00 / hour $ 85.00 / hour Tel. 408.779.6686 Fax. 908.778.9417 WESTON MILES A R C t 11 I. � T Cahfwnw ,4:r ResinrruN Board. Coo1CaliturnEa mall Business of the Yew Santa (tara Ieape oiConsn. ration Vote? fn, none, al Business of the Year 17500 [?c1x.r Sr. SuirL- x 1 10, Td. 408.779.6686 Morwn }sill, (A 95017 Fax. 408.778.9417 www.w ma rchrrccn.cum Cornerstone Structural Engineers Principal $215.00 1hr Associate $200.00 /hr Construction Manager $160.00 /hr Engineering Manager $160.00 /hr Resident Engineer /Structure Representative $150.00 /hr Assistant Structure Representative $140.00/hr Project Administrator $150.00 /hr Senior Engineer $145.00 /hr Project Engineer $130.00 /hr Staff Engineer $115.00/hr Structural Designer II $105.00 /hr Structural Designer I $100.00 /hr Junior Engineer $95.00 /hr Senior Computer Drafter $105.00 /hr Computer Drafter $100.00 /hr Junior Computer Drafter $85.00 /hr Accounting Assistant $100.00 /hr Administrative Assistant II $80.00 /hr Administrative Assistant I $75.00 /hr Expert Witness Services $300.00 /hr ATTACHMENT C - PROJECT DESCRIPTION Total project budgets shown are based on the approved Fiscal Year 18 and 19 budgets, and include project costs for environmental documents /permits (as needed — probably Cat Ex), design, construction, construction management, and all other costs associated with the project. Gilroy Center for the Arts Design Services RFP Gilroy Center for the Arts Design Services (Total Project Budget: $35,000): This project involves the development of a conceptual design which will illustrate the necessary building upgrades /improvements required to increase the current building occupancy limits of 49 to the maximum occupancy allowable within the existing building footprint. Along with the illustration of the required upgrades, an itemized estimate of each upgrade, along with a total project upgrade cost will be required. The project is currently budgeted for 1 year. Attached is the proposed budget provided by Weston Miles Architects, Inc. C -1 WESTMIL -01 FRANCISCON _ T AcORO" CERTIFICATE OF LIABILITY INSURANCE DATE ADD SUBRI POLICY NUMBER j POLICY EFF INS 11113/2017Y) 11(1312017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 CONTACT Jennifer Cervantes _NAME: IDA Insurance Services PHONE FAX (A,C, No, Ext): (925) 660 -3533 50033 1 lA/C, No): 3875 Hopyard Road Suite 240 o_ R_ ES_ s:_lennifer.cervantes @ioausa.com _A Pleasanton, CA 94588 INSURER S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Company of Connecticut 125682 _ INSURED INSURER B: Travelers Property Casualty Company of America ::25674 Weston Mites Architects, Inc. INSURER C: The Hanover Insurance Company 122292 17500 Depot Street, Suite 120 INSURER D: Morgan Hill, CA 95037 j ! INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE LTR ADD SUBRI POLICY NUMBER j POLICY EFF INS POLICY EXP I LIMITS A X COMMERCIAL GENERAL LIABILITY I CLAIMS -MADE X OCCUR I X X I 6801,1469226 ! I I ! i 1 06!01/2017 06/01!2018', I € I EACH OCCURRENCE 5 1'OOO,000 DAMAGE TO RENTED _PBEMISES_(Ea o=uru M (Any one ED EXP (A one person) 1,000,000 S 10,000 I 1 `I___, GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I X I PgeT E LOC OTHER: PERSONAL B ADV INJURY 1,000,000 S GENERAL AGGREGATE S 2,000,000 2,000,000 1 S A ' AUTOMOBILE LIABILITY ANY AUTO - I OWNED SCHEDULED AUTOS ONLY AUTOS k X , AUTOS ONLY X AUTOS ONLY r —I ; X 1 X 16801 ,1469226 I 1 0610112017 ` 0610112018 'COMBINED SINGLE LIMIT (Ea_accident) �gODILY INJURY Per person _f__S 1,000,000 S BODILY BODILY INJURY (Per acciderR)_l5 PROPER accitlentOAMAGE I S B I X ,' UMBRELLA LIAR ! X OCCUR EXCESS LIAO ! CLAIMS•MADE 'CUP3454TG43 I 06/01/2017 06/0112016 i EACH OCCURRENCE 15 Z,000,OOO �GGRE S 2,000,000 j DED RETENTIONS is I WORKERS COMPENSATION !AND EMPLOYERS'LIABILITY Y/N f AANY PROP RII ETOR IPARTNERIEXECUTIVE t ! If yes, describe under DESCRIPTION OF OPERATIONS below N{ A I PER I OTH- I �5_TAIUTE I I ER 11 _ I E.L. EACH ACCIDENT is E-L. DISEASE . EA EMPLOYEE! s I E.L. DISEASE - POLICY LIMIT IS C (Professional Liab. C JProfessionaf Liab. LHF909371506 i 1LHF909371506 04/0512017 i 04/05/2017 I 04/05/2018 !Per Claim 0410512018 Aggregate 1,000,000 1 2,000,000 i DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101. Additional Remarks Schedule, may be attacI,ed If more space Is reouirad) RE: Service Agreement:Service Agreement for Cost Estimate and Conceptual Design for Gilroy Center for the Arts ALL OPERATIONS OF THE NAMED INSURED, INCLUDING PROJECT REFERENCED BELOW, IF ANY. City of Gilroy, its officers, officials and employees are Additional Insured as respects to General Liability on primary & non - contributory basis, with Waiver of Subrogation included, as required by written contract. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Gilroy, its officers, officials and employees 7351 Rosanna Street ACORD 25 (2016103) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6801J469226 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULED ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSONS OR ORGANIZATIONS: City of Gilroy, its officers, officials and employees PROJECT /LOCATION OF COVERED OPERATIONS: Service Agreement: Service Agreement for Cost Estimate and Conceptual Design for Gilroy Center for the Arts PROVISIONS 1, The following is added to SECTION II — WHO IS AN INSURED: The person or organization shown in the Schedule above is an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury ", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement_ The insurance provided to such additional insured is limited as follows: e. This insurance does not apply to the rendering of or failure to render any "professional services ". f. In the event that the Limits of insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance ", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance ". This endorsement does not increase the limits of insurance described in Section IIi — Limits Of Insurance. g. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to that additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. CG D3 82 09 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, inc., with its permission COMMERCIAL GENERAL LIABILITY 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured shown in the Schedule above is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non - contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organization as a named insured for such loss. 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 signed that "written contract requiring insurance ". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before. and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract with the person or organizations shown in the Schedule above, under which you are required to include that person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 ® 2015 The Travelers Indemnity Company, All rights reserved. CG D3 82 04 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission WESTCON -18 FRANCISCON CERTIFICATE OF LIABILITY INSURANCE DATE ) TYPE OF INSURANCE 1(MMIDO17 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). License # OE67768 ' CONTACT Jennifer Cervantes PRODUCER :_NAME; IDA Insurance Services I PHONE FAX No, Ext)_(925) 660 -3533 50033 (AIC, No): 3875 Hopyard Road _IAIC, UU E-MA' toausa.com Suits 24 _ �6QO3�ss;jennifer.cervantes@ioausa.com Pleasanton, CA 94588 INSURERL) AFFORDING COVERAGE I NAIC S __ INSURER A: State Compensation Insurance Fund of CA 135076 i S _ INSURED ! INSURER B Weston Miles Architects, Inc. INSURER C: 17500 Depot Street Unit 120 I INSURER D: Morgan Hill, CA 95037 i INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 1MTH 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 13EEN REDUCED BY PAID CLAIMS. _ INSR TYPE OF INSURANCE ADDL;SUBRI POLICY NUMBER POLICY EFF POLICY EXP O LIMITS j I COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR F I - ! GEN'L AGGREGATE LIMIT APPLIES PER: POLICY F7 jo& ",—I LOC OTHER' I I 1 I E I I EACH OCCURRENCE I S I DAMAGE TO RENTED _L'REM!SES (Ea occurrence). MED EXP tAny one person) $ i S _ PERSONAL 8 ADV INJURY S GENERAL AGGREGATE S PRODUCTS - COMPIOP AGG S S AUTOMOBILE LIA B[LITY _ I ANY AUTO _1 OWNED �! SCHECULED _I AUTOS ONLY AUTOS 11 AURTOS ONLY A� OS ONLY I I ! COMBINED SINGLE LIMIT I JEa accident) BODILY INJURY Per person l S BODILY BODILY INJURY a accideM)_ S PeOr acc�tlent AMAGE S _ 1S I� UMBRELLA LIAB' �� EXCESS LAB OCCUR CLAIMS -MADE I j ' EACH OCCURRENCE S AGGREGATE _ S DEC) I I RETENTIONS S A I WORKERS COMPENSATION ZAND EMPLOYERS' LIABILITY ANY PROPR:ETORIPARTNER /EXECUTIVE YIN IW.RCERIM M° EXCLUDED? i antlato �n �iFi� ry ) It yes, describe under DESCRIPTION OF OPERATIONS below I k `� N I A j 9160569 -17 ! 05f051201T 105M612016 X I PER OTH- L�STALUIE�LE E.L. EACH ACCIDENT )��S c - E.L. DISEASE EA EMPLOYEE _- _1'000'OOU I 1,000,000 S E.L. DISEASE - POLICY LIMIT S 1,000,000 E I DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES rACORD 101, Additional Remarks Schedule, maybe attached If mom space Is mqulrad) RE: Service Agreement: Service Agreement for Cost Estimate and Conceptual Design for Gilroy Center for the Arts ALL OPERATIONS OF THE NAMED INSURED, INCLUDING PROJECT REFERENCED ABOVE, IF ANY. Workers' Compensation: Waiver of Subrogation is in favor of City of Gilroy, its officers, officials and employees, as required by written contract I City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS HOME OFFICE SAN FRANCISCO EFFECTIVE MAY 5, 2017 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING MAY 5, 2018 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME WESTON MILES ARCHrIECTURAI,, INC. 17500 DEPOT ST STE 120 MORGAN HILL, CA 95037 9160569 -17 RENEWAL SP 5- 26 -49 -14 PAGE 1 OF 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. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO! MAY 4, 2017 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 IREV.7 -2014) Fl 2572 OLD DP 217