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20-126 Amendment #1 dated 10-2-23 Starbird Consulting for Environmental Consulting Services on Various City Projects
1 FIRST AMENDMENT TO AGREEMENT 137 BETWEEN THE CITY OF CUPERTINO AND STARBIRD CONSULTING, LLC FOR ENVIRONMENTAL CONSULTING SERVICES ON VARIOUS CITY PROJECTS This First Amendment to Agreement 137 between the City of Cupertino and Starbird Consulting, LLC is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Starbird Consulting, LLC, a Limited Liability Company (“Contractor”) whose address is 10568 Murchie Mine Rd, Nevada City, CA 95959, and is made with reference to the following: RECITALS: A. On October 02, 2020 Agreement 137 (“Agreement”) was entered into by and between City and Contractor for Environmental Consulting Services on Various City Projects. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: Term This Agreement begins on the Effective Date and ends on December 31, 2028 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date STARBIRD CONSULTING, LLC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement $400,000.00 SO #1 McClellan Ranch West Parking Lot Monitoring Years 2-5 2021-267 18,665.48 SO #2 Community Garden at McClellan Ranch Preserve- additional bird survey 2021-268 3,541.25 SO #3 Ph 1 Environmental Report for 10455 Torre Ave 2021-362 5,730.00 SO #4 IS/MND for Regnart Rd Improvements (Moran) 2021-445 65,816.67 SO #5 Environmental Consulting on Various City Projects 2022-187 4,500.00 SO #6 CEQA & Permitting Training (Michael) 2022-268 1,350.00 SO #7 Regnart Rd Improvements (Moran) 2022-404 3,841.98 SO #8 All-Inclusive Playground at Jollyman Park Project 2022-480 1,177.50 SO #9 MRW Parking Lot Mitigation Monitoring (Raaymakers) 2023-130 44,698.13 Principal Consultant Sep 25, 2023 Christopher D. Jensen Director of Public Works Oct 2, 2023 Oct 2, 2023 3 SO #10 for 21801 SCB Purchase 2023-181 2,632.50 SO #11 for Wilson Park Garden & BB Court Bird Surveys 2023-352 4,400.00 SO 12 MRW Parking Lot Mitigation 2024-011 57,425.00 SO 13 Regnart Road Improvements 2024-012 85,810.00 Total Service Orders - 299,588.51 Amendment 1 Extend term to 12/31/2028 Revised, 01.01.19 Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID AWARDED TO: ______________________________, hereinafter “Organization” For the purpose of inducing the City of Cupertino (“City”) to enter into any contracts with Organization, or to go forward with any contracts awarded to Organization, I declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers' compensation and labor laws in the State of California. This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof, the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City. If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the Organization shall require its subcontractor to obtain workers' compensation insurance coverage. In the alternative, the Organization shall obtain workers' compensation insurance coverage on behalf of the subcontractor's employees. This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization. The Organization shall defend, indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages, injuries, fees including attorney fees, costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. ______________________________ DATE ______________________________ AUTHORIZED RESPRESENTATIVE Sep 25, 2023 Starbird Consulting LLC Revised 2.06.23 Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of . I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino’s contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers’ Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this ____day of ____________, 2023, at , California. ______________________________ PRINT NAME ______________________________ SIGNATURE Starbird Consulting LLC 25 September Nevada City Jodi Starbird Included Berkshire Hathaway Direct Insurance Company 10391 07/18/2023 City of Cupertino ISAOA ATIMA 10300 Torre Avenue Cupertino, CA 95014 X X X N9BP595189 07/16/2023 07/16/2024A 5,000 2,000,000 50,000 4,000,000 4,000,000 Starbird Consulting LLC 10568 Murchie Mine Rd Nevada City, CA 95959-8310 BIBERK P.O. Box 113247 Stamford, CT 06911 Professional Liability (Errors & Omissions): Claims-Made Per Occurrence/ Aggregate 203-654-3613844-472-0967 customerservice@biBERK.com City of Cupertino ISAOA ATIMA are listed as additional insureds as it pertains to general liability (see endorsement attached)\r\nA blanket waiver of subrogation exists on this policy (see endorsement attached)\r\nPrimary and Non-Contributory endorsement is included on the general liability policy (see endorsement attached) X X A N9PL215747 07/17/2023 07/17/2024 $2,000,000/ $2,000,000 X Primary & Non-Contributory 07/18/2023 Berkshire Hathaway Direct Insurance Company X X * * * ALS up to 12 months. 0 007/16/2023 07/16/2024 City of Cupertino ISAOA ATIMA 10300 Torre Avenue Cupertino, CA 95014 N9BP595189 Bldg #001: Consultants - All Other - 4167702 Location: 10568 Murchie Mine RdNevada City, CA 95959-8310 n/a n/a n/a Starbird Consulting LLC 10568 Murchie Mine Rd Nevada City, CA 95959-8310 BIBERK P.O. Box 113247 Stamford, CT 06911 541611 250 (203) 654-3613 salessupport@biberk.com (844) 472-0967 POLICY NUMBER: N9BP595189 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino ISAOA ATIMA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP595189 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 97 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOW NERS COVERAGE FORM SCHEDULE Name Of Person Or Organization: City of Cupertino ISAOA ATIMA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III – Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. BUSINESSOWNERS BP 05 01 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 05 01 07 02 © ISO Properties, Inc., 2001 Page 1 of 1 CALCULATION OF PREMIUM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added: The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation, or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. POLICY NUMBER: BUSINESSOWNERS BP 05 15 01 15 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. BP 05 15 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE – PART I Terrorism Premium (Certified Acts) Additional information, if any, concerning the terrorism premium: SCHEDULE – PART II Federal share of terrorism losses % Year: (Refer to Paragraph B. in this endorsement.) Federal share of terrorism losses % Year: (Refer to Paragraph B. in this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B.Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. 80 $1.00 2023 80 2024 N9BP595189 Evidence of Insurance farmers.com 25-8976 9-13 Underwritten By:Farmers Insurance Exchange 6301 Owensmouth Ave. Woodland Hills,CA 91367 Your Agent:Michael Maldonado 6722 Fair Oaks Blvd Ste 106 Carmichael,CA 95608 (916)696-6415 FAX:(916)200-1214 mmaldonado1@farmersagent.com Policy Number:19364-14-25 Policy Edition:1st Effective:4/19/2021 12:01 AM Expiration:Continuous until cancelled Expiration Time:12:01 AM Insured:Sterling Starbird Jodi Starbird 10568 Murchie Mine Rd Nevada City,CA 95959-8310 Page 1 of 2 Vehicle Information Year Make Model VIN 2020 Bmw X3 4D 4Wd Xdrive 30I 5UXTY5C08LLT36298 Coverages Coverage Type Limit/Deductible Bodily Injury Liability $500,000 each person $500,000 each accident Property Damage Liability $500,000 each accident Permissive User Limit of Liability Full (See Permissive User Limit of Liability in your policy) Medical Coverage $1,000 each person Uninsured Motorist Bodily Injury $500,000 each person $500,000 each accident Comprehensive $1,000 Deductible Coverage Type Limit/Deductible Collision $1,000 Deductible Additional Equipment $1,000 Uninsured Motorist Property Damage with Collision Covered Towing and Road Service Covered Other Covered This evidence is subject to all of the terms,conditions and limitations set forth in the policy and endorsements attached to it.It is furnished as a matter of information only and does not change,modify or extend the policy in any way.It supersedes all previously issued certificates. farmers.com Evidence of Insurance (continued) Page 2 of 225-8976 9-13 Loss payable provisions (Applicable only if lienholder is named,and no other Automobile loss payable endorsement is attached to the policy) It is agreed that any payment for loss or damage to the vehicle described in this policy shall be made on the following basis: 1.At our option,loss or damage shall be paid as interest may appear to the policyholder and the lienholder shown in the Declarations,or by repair of the damaged vehicle. 2.Any act or neglect of the policyholder or a person acting on his behalf shall not void the coverage afforded to the lienholder. 3.Change in title or ownership of the vehicle,or error in its description shall not void coverage afforded to the lienholder. The policy does not cover conversion,embezzlement or secretion of the vehicle by the policyholder or anyone acting in his behalf while in possession under a contract with the lienholder. A payment may be made to the lienholder which we would not have been obligated to make except for these terms.In such event,we are entitled to all the rights of the lienholder to the extent of such payment. The lienholder shall do whatever is necessary to secure such rights.No subrogation shall impair the right of the lienholder to recover the full amount of its claim. We reserve the right to cancel this policy at any time as provided by its terms.In case of cancellation or lapse we will notify the lienholder at the address shown in the Declarations.We will give the lienholder advance notice of not less than 10 days from the effective date of such cancellation or lapse as respects his interest.Mailing notice to the loss payee is sufficient to effect cancellation. The following applies as respects any loss adjusted with the mortgagee interest only: 1.Any deductible applicable to Comprehensive Coverage shall not exceed $250. 2.Any deductible applicable to Collision Coverage shall not exceed $250. 7/17/2023 Authorized Representative Date Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH Starbird Consulting, LLC 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Starbird Consulting, LLC (“Contractor”) a Limited Liability Company for Environmental Consulting Services on Various City Projects, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City’s Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City’s best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on September 23, 2023 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 2 of 9 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $400,000.00 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 3 of 9 liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-Contractors, prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 4 of 9 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and Contractors (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 5 of 9 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS,) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 6 of 9 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Alex Acenas as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Jodi Starbird as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City’s project manager about the status, progress and any delays with the work. City’s written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 7 of 9 a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 8 of 9 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino CA 95014 Attention: Alex Acenas Email: alexa@cupertino.org To Contractor: Starbird Consulting, LLC 115 S. 14th St. San Jose CA 95112 Attention: Jodi Starbird Email: jodi@jodistarbird.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney’s Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Environmental Consulting Services on Various City Projects Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 9 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Title Date Starbird Consulting, LLC By Name Title Date Tax I.D. No.: APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Jodi Starbird Principal Consultant Sep 30, 2020 Jodi Starbird Heather M. Minner Roger Lee Director of Public Works Roger Lee Oct 2, 2020 Oct 2, 2020 City of Cupertino Exhibits Environmental Services Master Agreement – Starbird Consulting, LLC Page 1 of 7 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide to the CITY’s Department of Public Works environmental consulting services for various CITY projects. CONSULTANTʹS services shall be provided as requested by the Director on an as‐needed basis, and only upon written request, as set forth in a specific project service order. CONSULTANT shall provide general assistance on issues pertaining to City projects and shall prepare other environmental consultant services for Public Works as determined by the Director. SECTION 1. GENERAL PROVISIONS A. CONSULTANT shall perform all services to the satisfaction of the CITY’S Director of Public Works. B. All of the services furnished by CONSULTANT under this AGREEMENT shall be of the currently prevailing professional standards and quality which prevail among environmental consultant professionals of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to all applicable codes, rules, regulations and guidelines which are in effect at the time such documentation is prepared. C. All work performed under this AGREEMENT shall be authorized by a specific Service Order. Each Service Order given by CITY shall detail the nature of the specific services to be performed by CONSULTANT, the time limit within which such services must be completed and the compensation for such services. Such details shall include a description of the project for which CONSULTANT shall perform the services, the geographic limits of the project, the type and scope of services to be performed, the format and schedule for deliverables, the schedule of performance, and the schedule of compensation. CONSULTANT shall not perform any services unless authorized by a fully executed Service Order. Any unauthorized services performed by CONSULTANT shall be at no cost to the CITY. D. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. SUBCONSULTANTS will be identified on each Service Order and provide all required insurance as specified in this master agreement. E. CONSULTANT shall begin work under the service order only after receipt of the service order bearing the approval signature of the Director or the Directorʹs designee and the signature of the City Attorney approving the service order as to form. Each authorized Service Order issued under this AGREEMENT by CITY shall be incorporated into the terms and conditions of this AGREEMENT. City of Cupertino Exhibits Environmental Services Master Agreement – Starbird Consulting, LLC Page 2 of 7 F. CITY will assign a Project Manager to facilitate each Service Order authorized under this AGREEMENT. CONSULTANT shall coordinate with the designated Project Manager on the performance of each Service Order. G. CONSULTANT shall be responsible for the coordination with CITY and federal, state and local agencies that are necessary for all services authorized under this AGREEMENT. SECTION 2. BASIC SERVICES. A. CONSULTANT shall provide environmental consulting services for various City projects, as more particularly described in the authorized service order. The authorized service order may include any of the specific environmental tasks set forth below in Section 3. The authorized service order may also include any other environmental services described and agreed to be performed by the CONSULTANT, including, but not limited to, the following: 1. Input regarding environmental/land use compatibility issues during the initial evaluation of potential sites for the various CITY projects; and 2. Preparation of the appropriate project‐level analysis and documents for each improvement as necessary to comply with the CITYʹs environmental requirements, the requirements of the California Environmental Quality Act and its implementing regulations and guidelines, and/or the requirements of the National Environmental Policy Act and its implementing guidelines. B. In addition to any specific services (described below in Section 3) that the CONSULTANT must provide as part of each authorized service order, the CONSULTANT shall perform any other general environmental services specified in the authorized service order. The following shall apply to such general services. 1. CONSULTANT shall be responsible for providing thorough environmental consulting services in compliance with all applicable federal, state, and local regulations. All environmental work shall be conducted in conformance with applicable California state law. 2. CONSULTANT shall meet with the Project Manager at the CITY offices to discuss the project details. CONSULTANT shall be made aware of the project description, location, schedule of deliverables, and requirements. CONSULTANT and CITY shall agree on the terms of the Service Order including the specific tasks to be performed, the schedule for deliverables, and compensation. 3. After approval of Service Order and upon receipt of an authorized Service Order, CONSULTANT shall visit project site to note existing conditions, collect data, locate utilities, and familiarize himself with the surrounding area. CONSULTANT City of Cupertino Exhibits Environmental Services Master Agreement – Starbird Consulting, LLC Page 3 of 7 shall make note of any issues that may need to be addressed in fulfilling the service request. 4. CONSULTANT shall cooperate and communicate with CITY staff, project design firms, utility and regulatory agencies, and others who are involved with the CITY project, on an as‐ needed basis, to perform a comprehensive service. CONSULTANT shall perform their work in their offices. 5. CONSULTANT shall perform service in accordance with the specific requirements and tasks stated in Service Order. 6. CONSULTANT shall make allowance for up to four meetings at CITY offices during the execution of the Service Order to discuss any issues that may need further evaluation or clarification. These meetings shall be in addition to the initial meeting at CITY offices to discuss project Service Order and the required on‐site visit to the project location. 7. Project Record ‐ CONSULTANT shall develop and maintain a detailed record of the chronology of the project tasks and milestones completed that are decisive, conclusive or relevant to the outcome of each Project. CONSULTANT shall submit a copy of the Project Record to the Project Manager prior to final payment for services performed on the Project. The Record shall be submitted in both paper and electronic format. 8. Project Documents ‐ Aside from deliverables specified in the Service Order, and before the conclusion of the Project and final payment for services performed on the Project, CONSULTANT shall submit to the Project Manager a copy of all project documents that are decisive, conclusive or relevant to the outcome of the Project. Such documents may include, without limitation, electronic files of all drawings and specifications, reports and studies, calculations, utility applications and permits, records of meetings, and communication documents. Documents shall be submitted in both paper and electronic format, as available. SECTION 3. SPECIFIC ENVIRONMENTAL SERVICES. A. In addition to any other environmental services contained in the authorized Service Order, the Service Order may incorporate any of the services set forth below in this Section 3 by simply identifying the particular Task, in which case the Task is considered to have been incorporated into the authorized Service Order and CONSULTANT shall perform the Task as set forth herein. City of Cupertino Exhibits Environmental Services Master Agreement – Starbird Consulting, LLC Page 4 of 7 B. Tasks: Listed below are the Tasks which may be included in the Service Order. 1. CEQA Initial Studies/Mitigated Negative Declarations and Addendums 2. CEQA Mitigation Monitoring or Reporting Programs 3. CEQA Notices of Intent 4. CEQA Notices of Completion 5. CEQA Notices of Determination 6. CEQA Categorical Exemptions 7. NEPA Categorical Exclusions 8. Caltrans Local Assistance Consulting and Preparing/Contracting for Technical Memos: a. Preliminary Environmental Study (PES) b. Equipment Staging c. Traffic/Detour Information d. Air Quality Memo (Review by MTC) e. Tree Removal/Migratory Bird Treaty Act f. Water Quality g. Natural Environment Study (NES) h. Archaeological Survey Report (ASR) i. Historic Properties Survey Report (HPSR) j. Historic Resources Evaluation Report (HRER) k. Location Hydraulic Study (LHS) l. Summary of Floodplain Encroachment Report m. Programmatic Section 4(f) Evaluation 9. Biological Surveys 10. Geotechnical Surveys 11. Biological Monitoring 12. Tree Surveys 13. USACE, California Department of Fish and Wildlife, Santa Clara Valley Water District, and Regional Water Quality Control Board Permits END OF EXHIBIT City of Cupertino Exhibits Environmental Services Master Agreement – Starbird Consulting, LLC Page 6 of 7 COMPENSATION CITY shall compensate CONSULTANT according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by CONSULTANT. In any case, CONSULTANT’s total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by CITY and CONSULTANT, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Consultant Compensation, of the Master Agreement. Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to CITY. Consultant Hourly Rate(s) CONSULTANT shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: PRINCIPAL $ 225.00 Reimbursable Expenses Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate. Such expenses include, but are not limited to: Individual or multiple document reproductions that exceed 50 pages; Drawing or bid set reproductions; Software required by City other than Microsoft Word, Excel, PowerPoint, and Project; Adobe Acrobat; and a photo editor program. Travel expenses to the extent allowed by City policy; Sub‐consultants required by project scope of services; Safety equipment required by City policy or the project scope of services; Mass mailing notifications; Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. CITY shall compensate CONSULTANT for such reimbursable expenses only with prior written authorization by CITY representative designated in Article 14, Project Coordination, of the Master City of Cupertino Exhibits Environmental Services Master Agreement – Starbird Consulting, LLC Page 7 of 7 Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order. CITY shall compensate CONSULTANT for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration. Reimbursable expenses shall be separately identified on CONSULTANT’s invoice. Method of Payment CONSULTANT shall submit an invoice to CITY by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from CONSULTANT shall be sent via email to CITY representative designated in Article 14, Project Coordination, of the Master Agreement. The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All payments to CONSULTANT will be addressed to: Starbird Consulting, LLC Attn: Jodi Starbird 115 S. 14th Street San Jose, CA 95112 E‐mail: jodi@jodistarbird.com END OF EXHIBIT Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MA Date:Master Agreement Contract #: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget : SO Acc't #:PO #: Project #:Date: Approvals: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance:Date: Encumbrance this Service Order: MA End Date: Consultant: Manager: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: City of Cupertino Master Agreement Service Order 191002 n Insurance Requirements for Professional/Specialized Services Agreement 1 Version: Sept. 2019 Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non- contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO CG 20 01 04 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. (Not required if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement 2 Version: Sept. 2019 available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Included Berkshire Hathaway Direct Insurance Company 10391 09/08/2020 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunt 10300 Torre Avenue Cupertino, CA 95014 X X X N9BP124938 07/16/202007/16/2021A 5,000 2,000,000 50,000 4,000,000 4,000,000 Starbird Consulting LLC 115 S 14th St San Jose, CA 95112-2129 BIBERK P.O.Box 11324 Stamford, CT 06911 Professional Liability (Errors & Omissions): Claims-Made Per Occurrence/ Aggregate 203-654-3613844-472-0967 SalesSupport@biBERK.com 09/08/2020 Berkshire Hathaway Direct Insurance Company X X * * * ALS up to 12 months. 0 007/16/2020 07/16/2021 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunt 10300 Torre Avenue Cupertino, CA 95014 N9BP124938 Bldg #001: Consultants - All Other - 4167702 Location: 115 S 14th StSan Jose, CA 95112-2129 n/a n/a n/a Starbird Consulting LLC 115 S 14th St San Jose, CA 95112-2129 BIBERK P.O.Box 11324 Stamford, CT 06911 541611 250 (203) 654-3613 salessupport@biberk.com (844) 472-0967 32/,&<180%(5 1 %3 %86,1(662:1(56 %3 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< %3,623URSHUWLHV,QF3DJHRI $'',7,21$/,1685('±'(6,*1$7('3(5621 2525*$1,=$7,21 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ %86,1(662:1(56&29(5$*()250 6&+('8/( 1DPH2I$GGLWLRQDO,QVXUHG3HUVRQ V 2U2UJDQL]DWLRQ V &LW\RI&XSHUWLQR,6$2$$7,0$ ,QIRUPDWLRQUHTXLUHGWRFRPSOHWHWKLV6FKHGXOHLIQRWVKRZQDERYHZLOOEHVKRZQLQWKH'HFODUDWLRQV 7KHIROORZLQJLVDGGHGWR3DUDJUDSK&:KR,V$Q ,QVXUHG LQ6HFWLRQ,,±/LDELOLW\ $Q\ SHUVRQ V RU RUJDQL]DWLRQ V VKRZQ LQ WKH 6FKHGXOH LV DOVR DQ DGGLWLRQDO LQVXUHG EXW RQO\ ZLWKUHVSHFWWROLDELOLW\IRUERGLO\LQMXU\SURSHUW\ GDPDJH RU SHUVRQDO DQG DGYHUWLVLQJ LQMXU\ FDXVHGLQZKROHRULQSDUWE\\RXUDFWVRURPLV VLRQVRUWKHDFWVRURPLVVLRQVRIWKRVHDFWLQJRQ \RXU EHKDOI LQ WKH SHUIRUPDQFH RI \RXU RQJRLQJ RSHUDWLRQV RU LQ FRQQHFWLRQ ZLWK \RXU SUHPLVHV RZQHGE\RUUHQWHGWR\RX 32/,&<180%(5 1 %3 %86,1(662:1(56 %3 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< %3 ,623URSHUWLHV,QF3DJHRI :$,9(52)75$16)(52)5,*+762)5(&29(5< $*$,16727+(567286 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ %86,1(662:1(56&29(5$*()250 6&+('8/( 1DPH2I3HUVRQ2U2UJDQL]DWLRQ &LW\RI&XSHUWLQR,6$2$$7,0$ ,QIRUPDWLRQUHTXLUHGWRFRPSOHWHWKLV6FKHGXOHLIQRWVKRZQDERYHZLOOEHVKRZQLQWKH'HFODUDWLRQV 3DUDJUDSK. 7UDQVIHU 2I 5LJKWV 2I 5HFRYHU\ $JDLQVW 2WKHUV 7R 8VLQ6HFWLRQ ,,,±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± 27+(5,1685$1&(&21',7,21 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ %86,1(662:1(56&29(5$*()250 7KH IROORZLQJ LV DGGHG WR 3DUDJUDSK +2WKHU ,QVXUDQFHRI6HFWLRQ ,,, ± &RPPRQ 3ROLF\ &RQGLWLRQVDQG VXSHUVHGHV DQ\ SURYLVLRQ WR WKH FRQWUDU\ 3ULPDU\$QG1RQFRQWULEXWRU\,QVXUDQFH 7KLV LQVXUDQFH LV SULPDU\ WR DQG ZLOO QRW VHHN FRQWULEXWLRQIURPDQ\RWKHULQVXUDQFHDYDLODEOHWR DQ DGGLWLRQDO LQVXUHG XQGHU \RXU SROLF\ SURYLGHG WKDW 7KH DGGLWLRQDO LQVXUHG LV D 1DPHG ,QVXUHG XQGHUVXFKRWKHULQVXUDQFH DQG <RX KDYH DJUHHG LQ ZULWLQJ LQ D FRQWUDFW RU DJUHHPHQW WKDW WKLV LQVXUDQFH ZRXOG EH SULPDU\DQGZRXOGQRWVHHNFRQWULEXWLRQIURP DQ\RWKHULQVXUDQFHDYDLODEOHWRWKHDGGLWLRQDO LQVXUHG Page 1 of 2 Page 2 of 2Policy number: 934 927 398 Policy effective date:October 1, 2020 X2 1 01 0 07 4 20 0 9 0 1 A 3 1 0 4 6 3 1000000A3 1 0 4 6 3 X 2 1 CA 00 0 20 0 9 0 1 06 4 8 5 4 00 2 6 2 3 00 1 00 3 01 5 0 0 6 00 Thank you again for choosing Allstate. We are committed to providing you with the quality insurance protection you need now and in the future. Sincerely, Customer Service Department SJCW Page 1 of 4 Amended auto policy declarations Policy number: 934 927 398 Policy effective date:October 1, 2020 CA 0 1 0 A M D X2 1 01 0 07 4 20 0 9 0 1 A 3 1 0 4 6 3 1000000A3 1 0 4 6 3 X 2 1 CA 00 0 20 0 9 0 1 06 4 8 5 4 00 2 6 2 3 00 2 00 3 01 5 0 0 6 00 Page 2 of 4 Coverage detail for 2018 BMW X1 Coverage Limits Deductible Premium Automobile Liability Insurance Not applicable $251.63 • Bodily Injury $500,000 each person $500,000 each occurrence • Property Damage $500,000 each occurrence Auto Collision Insurance Actual cash value $2,000 $202.54 Waiver of deductible applies Auto Comprehensive Insurance Actual cash value $1,000 $32.91 Rental Reimbursement Not purchased* Towing and Labor Costs Not purchased* Uninsured Motorists Insurance for Bodily Injury $500,000 each person $500,000 each accident Not applicable $48.87 Automobile Medical Payments $5,000 each person Not applicable $12.89 Coordinated Medical Protection Not purchased* Sound System Not purchased* Tape Not purchased* Total premium for 2018 BMW X1 $548.84 * This coverage can provide you with valuable protection. To help you stay current with your insurance needs, contact your Allstate agent to discuss coverage options and other products and services that can help protect you. VIN WBXHT3C31J5F92004 Rating information Your premium is determined based on certain information, including the following: •This vehicle is driven for pleasure, married person licensed 43 years. Allstate uses mileage information as one factor to help determine your premium amount. Important Note: The annual mileage figure applicable to this vehicle for the expiring policy period was: 9,000 - 9,499. The annual mileage figure applicable to this vehicle for the current policy period is: 4,000 - 4,499. The following odometer information was used to determine your annual mileage for current policy period: Odometer Reading: 7,910 Odometer Reading: 12,296 Date : 12/14/2018 Date : 12/12/2019 If any of the information shown above is incorrect, missing or changes in the future, please contact your Allstate representative. Please keep in mind that a change in any of the information may result in an adjustment to your premium. Amended auto policy declarations Policy number: 934 927 398 Policy effective date:October 1, 2020 CA 0 1 0 A M D X2 1 01 0 07 4 20 0 9 0 1 A 3 1 0 4 6 3 1000000A3 1 0 4 6 3 X 2 1 CA 00 0 20 0 9 0 1 06 4 8 5 4 00 2 6 2 3 00 3 00 3 01 5 0 0 6 00 Page 4 of 4 Additional coverages Automobile Death Indemnity Insurance Not purchased* Automobile Disability Income Protection Not purchased* Identity Theft Expenses Not purchased* * This coverage can provide you with valuable protection. To help you stay current with your insurance needs, contact your Allstate agent to discuss coverage options and other products and services that can help protect you. Your policy documents Your automobile policy consists of this Policy Declarations and the documents in the following list. Please keep these together. •Allstate Automobile Policy – AU104-3 •California Amendatory Endorsement – AU14629-3 •Amendment of Policy Provisions – AU14626-1 Important payment and coverage information Here is some additional, helpful information related to your coverage and paying your bill: uYour rate is lower because you are insuring multiple cars. uYour bill will be sent to you in a separate mailing and will list any payment option(s) available to you. If you are eligible to pay your premium in installments, your first bill will reflect your available payment options, including the option to pay in full or to pay in monthly installments. Please note that any amounts payable for the first renewal bill will not include an installment fee (unless you have an unpaid balance from a previous policy period, in which case the Minimum Amount Due will include an installment fee, or unless you are participating in the Allstate Easy Pay Plan). The following applies to installment payments made after your first renewal bill. If you decide to pay your premium in installments, there will be a $3.50 installment fee charge for each payment due. If you make 6 installment payments during the policy period, and do not change your payment plan method, then the total amount of installment fees during the policy period will be $21.00. If you are on the Allstate® Easy Pay Plan, there will be a $1.00 installment fee charge for each payment due. If you make 6 installment payments during the policy period, and remain on the Allstate® Easy Pay Plan, then the total amount of installment fees during the policy period will be $6.00. If you change payment plan methods or make additional payments, your installment fee charge for each payment due and the total amount of installment fees during the policy period may change or even increase. Please note that the Allstate® Easy Pay Plan allows you to have your insurance payments automatically deducted from your checking or savings account. Allstate Northbrook Indemnity Company's Secretary and President have signed this policy with legal authority at Northbrook, Illinois. Phil Telgenhoff President Susan L. Lees Secretary Berkshire Hathaway Direct Insurance Company 10391 09/08/2020 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunt 10300 Torre Avenue Cupertino, CA 95014 Starbird Consulting LLC 115 S 14th St San Jose, CA 95112 BIBERK P.O.Box 11324 Stamford, CT 06911 A Professional Liability (Errors & Omissions): Claims-Made N9PL125672 Per Occurrence/ Aggregate07/17/202107/17/2020 $2,000,000/ $2,000,000 203-654-3613844-472-0967 SalesSupport@biBERK.com Revised 1.01.19 Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of . I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino’s contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers’ Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this ____day of ____________, 2020, at , California. ______________________________ PRINT NAME ______________________________ SIGNATURE Jodi Starbird September30 San Jose Starbird Consulting LLC Jodi Starbird Starbird Consulting for Environmental Consulting Services on Various City Projects Final Audit Report 2023-10-02 Created:2023-09-19 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAwpcGJWXsX0DjIY2HoQ8VzvlCHVd4tGqG "Starbird Consulting for Environmental Consulting Services on V arious City Projects" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-09-19 - 10:38:51 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2023-09-19 - 10:43:40 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2023-09-19 - 10:45:15 PM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-09-19 - 10:45:17 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-09-19 - 11:05:06 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Jodi Starbird (jodi@jodistarbird.com) for signature 2023-09-19 - 11:05:08 PM GMT Email viewed by Jodi Starbird (jodi@jodistarbird.com) 2023-09-19 - 11:16:06 PM GMT- IP address: 66.249.84.226 Email viewed by Jodi Starbird (jodi@jodistarbird.com) 2023-09-23 - 10:51:57 PM GMT- IP address: 66.249.84.229 Email viewed by Jodi Starbird (jodi@jodistarbird.com) 2023-09-24 - 6:10:22 PM GMT- IP address: 66.249.84.225 Email viewed by Jodi Starbird (jodi@jodistarbird.com) 2023-09-25 - 9:39:13 PM GMT- IP address: 66.249.84.225 Document e-signed by Jodi Starbird (jodi@jodistarbird.com) Signature Date: 2023-09-25 - 9:40:53 PM GMT - Time Source: server- IP address: 67.161.184.132 Document emailed to christopherj@cupertino.org for signature 2023-09-25 - 9:40:56 PM GMT Email viewed by christopherj@cupertino.org 2023-09-28 - 2:59:34 AM GMT- IP address: 104.28.123.94 Email viewed by christopherj@cupertino.org 2023-10-01 - 1:18:43 AM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-10-01 - 1:19:09 AM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-10-01 - 1:19:11 AM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2023-10-01 - 1:19:14 AM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2023-10-02 - 3:09:00 PM GMT- IP address: 104.47.74.126 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2023-10-02 - 3:09:39 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-10-02 - 3:09:41 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-10-02 - 4:17:17 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-10-02 - 4:17:25 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-10-02 - 4:17:25 PM GMT