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24-134 Bay Area International for document Translation Services
Bay Area International Translation Services, LLC Page 1 of 9 Professional/Consulting Contracts /Version: April 2024 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Bay Area International Translation Services, LLC (“Contractor”), an S Corporation for Document Translation Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 31, 2024. The City’s appropriate department head or the 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 in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Bay Area International Translation Services, LLC Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $19,481.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition 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 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. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Bay Area International Translation Services, LLC Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 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 det ails the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor 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. Bay Area International Translation Services, LLC Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 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. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 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 is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. 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 consultants (“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; Bay Area International Translation Services, LLC Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 (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. 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, or 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 D, 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 Bay Area International Translation Services, LLC Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 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 its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 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 t he 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 Thomas Chin 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 Martin Iglesias as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor 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. Bay Area International Translation Services, LLC Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 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 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. Bay Area International Translation Services, LLC Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 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. 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: Thomas Chin Email: ThomasC@cupertino.org To Contractor: Bay Area International Translation Services, LLC 44240 Fremont Blvd Fremont, CA 94538 Attention: Martin Iglesias Email: info@docstranslate.com 27. 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 Bay Area International Translation Services, LLC Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Nargis Radjapova Owner 10/01/2024 Christopher D. Jensen Tina Kapoor Interim Assistant City Manager 10/01/2024 10/01/2024 Exhibit A Exhibit A: Scope of Work Contractor shall translate the following types of documents provided by the City: • Public safety guidelines and initiatives • Community outreach materials • Informational brochures and fiyers Contractor shall: • Generate accurate and culturally appropriate translations for each language • Maintain formatting and layout consistency with the original document(s) • Proofread and edit all translations for quality assurance • Deliver translated documents in editable and printable formats Contractor shall provide professional translation services for the following languages: • Spanish • Traditional Chinese • Vietnamese • Tagalog • Hindi • Tamil • Korean • Armenian Contractor shall translate a total of 23 documents into the above languages. The document flle names and word counts are below: File Name Word Count 1-Block Leader HB 2195 2-Block Leaser Brochure 400 3-Built-A-Kit 606 4-Built-A-Kit (Flyer) 125 5-Combined Code of Conduct 234 6-Copy of Meet 6 710 7-Cupertino Block Leaders 267 8-Cupertino Go Kit 270 9-Hazard Dashboard 395 10-Meet 6 Neighbors Pledge 622 11-Personal Documents Checklist 470 12-Personalize Your Go Bag 165 13-Web Page Block Leaders 298 14-Web Page Block Party 497 15-Air Quality FAQ 181 16-Block Party Grant Application 466 17-Block Party Grant Summary 409 18-Block Party Permit Application 1338 19-Door Hangers Text 140 20-National Preparedness 758 21-Preparedness Info Web Page 5333 22-SCCSO Presentation 598 23-Web Page Neighborhood 463 TOTAL WORD COUNT 16,940 Exhibit B Exhibit B: Schedule of Performance Contractor shall perform translation services for the City of Cupertino beginning in September 2024 and ending June 30, 2025. Exhibit C Exhibit C: Cost Summary The total not to exceed amount for this agreement is $19,481.00. See details below for Pricing per Language: Total documents to be translated: 23 Total word count: 16,940 Pricing per Language: • Spanish $1,694.00 • Chinese (Traditional) $2,541.00 • Vietnamese $2,541.00 • Tagalog $2,541.00 • Hindi $2,541.00 • Tamil $2,541.00 • Korean $2,541.00 • Armenian $2,541.00 ______________________________________________ TOTAL $19,481.00 Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Version: August 2024 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement 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 (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant'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 Form CG 20 10 (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 CA 00 01 covering any auto (including owned, hired, and non-owned autos) 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. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Version: August 2024 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’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 Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance 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 prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Included Berkshire Hathaway Direct Insurance Company 10391 09/26/2024 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 X X X N9BP785668 09/24/2024 09/24/2025A 5,000 1,000,000 50,000 2,000,000 2,000,000 Bay Area Intenational Translation Services LLC 44240 Fremont Blvd Fremont, CA 94538 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 See attached Acord 101/Additional Remarks X Pirmary & Non-Contributory X X A X X X 10,000 X X N9UM786019 09/24/2024 09/24/2025 1,000,000 1,000,000 National Liability & Fire Insurance Company 20052 B N9WC786178 09/24/2024 09/24/2025 X 1,000,000 1,000,000 1,000,000 N N9PL786176 09/24/2024 09/24/2025 $ 2,000,000/ $ 2,000,000A City of Cupertino, its officers, officials and employees are listed as additional insured as it pertains to general liability (see endorsement attached). A waiver of transfer of rights exists on this policy as it pertains to general liability in favor of City of Cupertino, its officers, officials and employees (see endorsement attached). City of Cupertino, its officers, officials and employees are insured on the general liability policy on a primary and non-contributory basis (see endorsement attached). Umbrella policy follows form. A Blanket Waiver of Subrogation exists on this policy as it pertains to worker's compensation (see endorsement attached). X Form_SCTNID_CTGRY.XX0316ACORD25_ACORD <docindex><index>ACORD</index></docindex> BDF_PCA CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSR LTR ADDL INSD SUBR WVDTYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY OTHER: PRO- JECT LOC AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY)(MM/DD/YYYY)LIMITS $ $ $ $ $ $ $ EACH OCCURRENCE DAMAGE TO RENTED MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PREMISES (Ea occurrence) $ $ $ $ $ COMBINED SINGLE LIMIT PROPERTY DAMAGE BODILY INJURY (Per person) (Ea accident) BODILY INJURY (Per accident) $ $ $ AGGREGATE EACH OCCURRENCE E.L. EACH ACCIDENT INSURED $ $ $E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE PER STATUTE OTH- ER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. (Per accident) 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). 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. progressivecommercial@email.progressive.com 09/23/2024 1-800-444-4487 Nargis RADJAPOVA DBA: Premier Agent Network 569 Bell Ave Livermore, CA 94550 Nargis RADJAPOVA DBA: Premier Agent Network 569 Bell Ave Livermore, CA 94550 Progressive Commercial Lines Customer and Agent Servicing 941551743748951101D092324T195718 LEGARRETA INSURANCE BROKERS 9401 E STOCKTON #145, ELK GROVE, CA 95624 United Financial Casualty Company 11770 A X X 980501714NN 04/26/2024 10/26/2024 100,000 A 980501714NN 04/26/2024 10/26/2024 See ACORD 101 for additional coverage details.$ Form_SCTNID_CTGRY.XX0108ACORD101_ACORD <docindex><index>ACORD</index></docindex> BDF_PCA LEGARRETA INSURANCE BROKERS 980501714 United Financial Casualty Company 11770 Nargis RADJAPOVA DBA: Premier Agent Network 569 Bell Ave Livermore, CA 94550 04/26/2024 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY POLICY NUMBER CARRIER NAIC CODE NAMED INSURED EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:25 FORM TITLE:Certificate of Liability Insurance 1 1 Additional Coverages Insurance coverage(s) Limits…………………………………………………………………………………………………………………………………………………………………………………… Uninsured/Underinsured Motorist $100,000 Combined Single Limit Liability coverage may not apply to all scheduled vehicles. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. 09/26/2024 Berkshire Hathaway Direct Insurance Company X X * * Business Income & Extra Expense is a combined limit on this policy. 0 009/24/2024 09/24/2025 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 N9BP785668 Bldg #001: Consultants - All Other - 4167702 Location: 44240 Fremont BlvdFremont, CA 94538 n/a n/a n/a Bay Area Intenational Translation Services LLC 44240 Fremont Blvd Fremont, CA 94538 BIBERK P.O. Box 113247 Stamford, CT 06911 541930 250 (203) 654-3613 salessupport@biberk.com (844) 472-0967 9,000 POLICY NUMBER: N9BP785668 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:N9BP785668 BUSINESSOWNERS Date Processed: 09/26/2024 BP 12 01 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 12 01 07 02 © ISO Properties, Inc., 2001 Page 1 of 2 BUSINESSOWNERS POLICY CHANGES Bay Area Intenational Translation Services LLC 44240 Fremont Blvd Fremont, CA 94538 THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW. POLICY NUMBER N9BP785668 POLICY CHANGES EFFECTIVE 09/26/2024 COMPANY Berkshire Hathaway Direct Insurance Company NAMED INSURED Bay Area Intenational Translation Services LLC AUTHORIZED REPRESENTATIVE CHANGES Additional Insured - Designated Person or Organization Added Name of Person or Organization: City of Cupertino ISAOA/ATIMA Address: 10300 Torre Avenue City: Cupertino State: CA Zip: 95014 Policy Forms Added Additional Insured - Designated Person or Organization (BP 04 48 01 06) Added Waiver Of Transfer Of Rights Of Recovery Against Others To Us (BP 04 97 01 06) Added Primary and Noncontributory - Other Insurance Condition (BP 14 88 07 13) Page 2 of 2 © ISO Properties, Inc., 2001 BP 12 01 07 02 POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Description Previous Limit Of Insurance New Limit Of Insurance Previous Premium New Premium Add'l Premium Return Premium Amount to Balance Minimum Premium $ 192.00 $ 176.00 $ -16.00 Primary and Non- contributory - Other Insurance Condi- tion $ $ 8.00 $ 8.00 Waiver Of Transfer Of Rights Of Re- covery Against Others To Us $ $ 8.00 $ 8.00 TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ 0.00 $ 0.00 REMOVAL PERMIT If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Co v- erage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change: after that, this insurance does not apply at the previous location. POLICY NUMBER: N9BP785668 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: N9BP785668 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 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other Insurance of Section III – Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other Insurance of Section III – Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. POLICY NUMBER: N9BP785668 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. 1.00 Blanket Waiver - Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. All CA Operations N9WC786178 MISCELLANEOUS PROFESSIONAL LIABILITY MPL 00 80 11 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MPL 00 80 11 15 Page 1 of 1 BLANKET WAIVER OF SUBROGATION AS REQUIRED BY CONTRACT CHANGE ENDORSEMENT This endorsement modifies insurance provided under the following: Miscellaneous Professional Liability Insurance Policy SECTION VI – GENERAL CONDITIONS, Section F Subrogation and Recovery of the policy is amend- ed to add the following additional paragraph after F.2: The Company hereby waives any of its rights to pursue recovery in a subrogation action against all clients of any Insured hereunder, where such waiver of subrogation by the Company is a con- tractual requirement for services performed un- der a written agreement between an Insured and any client of the Insured. This waiver of subrogation rights by the Company shall apply only with respect to clients of any Insured, and not to others, associated with any Claim brought against any Insured for services performed un- der a written agreement between the client and an Insured. All other terms and conditions of this policy remain unchanged. Document Translation Services Final Audit Report 2024-10-01 Created:2024-10-01 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAs_Cd0ufh8NeveBBkrGctGyW_4mS64dmk "Document Translation Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-10-01 - 9:31:17 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-10-01 - 9:38:01 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2024-10-01 - 9:38:30 PM GMT- IP address: 3.232.50.116 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-10-01 - 9:55:59 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Nargis Radjapova (info@docstranslate.com) for signature 2024-10-01 - 9:56:02 PM GMT Email viewed by Nargis Radjapova (info@docstranslate.com) 2024-10-01 - 10:00:40 PM GMT- IP address: 107.116.89.86 Document e-signed by Nargis Radjapova (info@docstranslate.com) Signature Date: 2024-10-01 - 11:11:46 PM GMT - Time Source: server- IP address: 99.73.161.138 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-10-01 - 11:11:49 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-10-01 - 11:11:56 PM GMT- IP address: 3.232.50.116 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-10-01 - 11:25:00 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-10-01 - 11:25:02 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Tina Kapoor (tinak@cupertino.org) for signature 2024-10-01 - 11:25:05 PM GMT Email viewed by Tina Kapoor (tinak@cupertino.org) 2024-10-01 - 11:25:25 PM GMT- IP address: 3.232.50.116 Document e-signed by Tina Kapoor (tinak@cupertino.org) Signature Date: 2024-10-01 - 11:52:04 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-10-01 - 11:52:07 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-10-01 - 11:52:13 PM GMT- IP address: 3.232.50.116 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-10-01 - 11:53:19 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-10-01 - 11:53:19 PM GMT