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13-117 Acterra, Consultant Services for Habitat Restoration Program, McClellan Ranch/BBF OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE •C.UPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 WEBSITE:www.cupertino.crg CUPERTINO August 8, 2013 Acterra 3921 East Bayshore Road Palo Alto, CA 94303 Re: Agreement Enclosed is an original copy of your agreement with the City of Cupertino. If you have any questions or need additional information, please contact the Parks and Recreation Department at 408-777-3120. Sincerely, "tOtA )6;6.e� Dorothy St nfott Senior Office Assistant Enclosure cc: Parks & Recreation AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ACTERRA FOR C ULTANT SERVICES FOR HABITAT RESTORATION PROGRAMS Le��CUPERTINO,HIS AGREEMENT, for reference dated July 23, 2013 is by and between CITY 017 a municipal corporation (hereinafter referred to as "City"), and Acterra, a non-profit organization whose address is 3921 East Bayshore Road, Palo Alto, CA 943 03_(hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on August 1St, 2013 and shall terminate on June 30th , 2014, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference in accordance with the project schedule set forth in Exhibit"B." 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth in Exhibit "C" which is attached hereto and incorporated herein by this reference, not to exceed a total amount of twenty eight thousand dollars ($28,000.00). Payment shall,be made by checks drawn on the treasury of the City, to be taken from the General fund. 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 6. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harrless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 7. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 8. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services,, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability.. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 9. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 9A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty(30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall raintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. :Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 10. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 11. PROHIBITION AGAINST TRANSFERS: Consultant 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 without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent(50%) or more of the voting power of the corporation. 12. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 13. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 14. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to its "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be prov:'Ided by this Agreement shall be printed on recycled paper. All Reports shall be copied on.both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 15. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement.. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting;principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 16. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Parks & Recreation Director All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Acterra 3921 East Bayshore Road Palo Alto, CA 94303 Attention: Alex Von Feldt 17. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder., Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days'prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 18. UTILITIES Consultant shall pay all charges for fuel, gas, water, electricity, telephone services and any other utilities necessary to carry on the operations of Consultant. 19. NUISANCE Consultant shall not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement. 20. SAFETY REQUIREMENT All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL-OSHA. City reserves the right to issue restraints or cease and desist orders to Consultant when unsafe or harmful acts or conditions are observed or reported relative to the performance of the work under this Agreement. Consultant shall maintain the work sites free of hazards to persons and/or property resulting from his or her operations. Any hazardous condition noted by Consultant, which is not a result of his or her operations, shall immediately be reported to City. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any 1:erm, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 25. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 26. CAPTIONS: The captions 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. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULT CITY OF CUPERTINO A Municipal Corporation Acterra , �L v ��( � By At�x�, By Rick Kitson Title Title Public vironmental Affairs Director Date Let Z& > Date AND By 6t"W01WVZIk Title Parks & Recreation Director Date 9-- 7 - /3 RECOMMENDED FOR APP OVAL: By T i t I eL&4 t T-t Wy4Af4� APPROVED AS TO FORM: By�'U 1 � city Attorney c ,A ctou., /Jv 34'1- g 3 o 4 D�? f/o Exhibit A Scope of Services In consultation with the City's Naturalist,Acterra will conduct the following land stewardship services at McClellan Ranch/Blackberry Farm for the City of Cupertino during the contract term: 1. Restoration Program Planning: Acterra shall complete the following restoration priorities: a. McClellan Ranch, 4H Hill: Infill with additional native plants, water, pull weeds. b. McClellan Ranch, meadow: work with city staff and other concerned groups on habitat enhancement plans for the meadow. Seek external funding if appropriate. c. Blackberry Farm, between the trail and the creek from the area across from the turf down to the kiosk: Weed, prune, maintain native plants. d. Blackberry Farm, between the trail and the creek at the area across from the turf, around the pedestrian bridge, and on either side of the spur at Horseshoe bend: set out and maintain additional native plants 2. Program Activities Acterra's program responsibilities will include: a. Providing project management, including: i. Developing McClellan Ranch Preserve meadow work-plan with the City and other interested park stakeholders ii. Providing periodic status updates to City Naturalist on a bi-monthly basis, or as requested by the city. b. Managing habitat restoration sites McClellan Ranch Preserve and Blackberry Farm i. Provide native plant expertise'to City Naturalist and Staff ii. Provide invasive management:expertise to City Naturalist and Staff iii. Provide staff labor for more high-skilled activities, including but not limited to salvage of existing native plants, propagation at Acterra nursery, and collection of seeds and cuttings from the watershed. iv. Coordinate at least 22 volunteer community work days to: 1. Remove invasive plant species 2. Re-vegetate habitat restoration sites with watershed specific native plants 3. Maintain plantings (water, weed, prune) c. Organizing volunteers and events, including: i. Advertise events ii. Register attendees iii. Distribute and collect waivers for all volunteer participants iv. Provide snacks and other refreshments for registered participants v. Provide tools and gloves for registered participants vi. Provide on-site training required to complete the accompanying restoration activity vii. Hold a minimum of one volunteer appreciation event per year. d. Providing environmental education (costs covered by matching funds from other organizations) e. Provide topical environmental education at each workday f. Provide a minimum of 6 community nature hikes g. Provide water quality monitoring events once per month h. Provide bug club events twice per month, excluding holiday periods 3. Reporting a. Acterra will meet with the City's naturalist on a bi-monthly basis to review progress and discuss any issues. b. Acterra will track statistics, such as number of volunteers, number of plants planted and square feet of invasive weeds removed. c. Acterra will prepare one annual report to the City of Cupertino detailing the success of the program at the close of the fiscal year(June 30, 2014).This will be due by July 30, 2014. Exhibit B Schedule of Performance Consultant shall perform the Services within a timeframe mutually agreed by the project managers for Consultant and City, so long as all work is completed within the term of the Agreement. Exhibit C Compensation City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described in Exhibit "A" and reimbursable expenses shall not exceed a total of twenty- eight thousand dollars ($28,000.00). Any wort:performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City. Invoices Payment shall be made in four equal quarterly installments. In order to request payment, Consultant shall submit quarterly invoices in September, December, March and June of each year to the CITY describing the services performed and the applicable charges (including a summary of work performed during that quarter, personnel who performed the services, hours worked, task(s) for which work was performed). Reimbursable Expenses Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. A °® CERTIFICATE OF LIABILITY INSURANCE DATE 05/30/2013Y) 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 polio: (ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). _ PRODUCER CONTACT NAME PHILADELPHIA INSURANCE COMPANIES PHONE ExtP C No): MAGUIRE INSURANCE ADDRESS 2300 CLAYTON ROAD,SUITE 1330 INSURER(S)AFFORDING COVERAGE NAIC# CONCORD,CA 94520 INSURER A: PHILADELPHIA INDEMNITY INS CO 18058 INSURED INSURER B: ACTERRA: ACTION FOR A HEALTHY PLANET INSURER C: 3921 EAST BAYSHORE INSURER D: PALO ALTO, CA 94303 INSURER E: INSURER F' COVERAGES CERTIFICATE NUMBER: 100046 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED E;Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSR SWVD POLICY NUMBER _ MM/DDNYYY MM/LDD/YYYY LIMITS A GENERALLIABILITY PHPK1029475 05/30/201305/30/2014 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 1,000,000 CLAIMS-MADE I—XI OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PRO- JECT LOC $ A AUTOMOBILE LIABILITY PHPK1029475 05/30/2013 05/30/2014 (a accidenntsINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS OS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ A UMBRELLA LIAB X OCCUR PHUB423060 05/30/2013 05/30/2014 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED X I RETENTION$10,000 $ WORKERS COMPENSATION X WC STATU- TORY OTH- AND EMPLOYERS'LIABILITY Y/N S ER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Sche1L'.le,if more space is required) CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSION'S, OFFICERS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED IN RESPECTS BEING A FUNDING SOURCE PER THE ATTACHED CG2005 ENDORSEMENT THE INSURANCE IS PRIMARY, NON-CONTRIBUTORY AND WAIVER OF ':;UBROGATION AS STATED IN FORM CG0001 IN THE POLICY. CERTIFICATE HOLDER CANCELLATION CITY OF CUPERTINO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 TORRE AVE. ACCORDANCE WITH THE POLICY PROVISIONS. CUPERTINO CA 95014 _ ALTHORIZED REPRESENTATIVE ATTENTION: CITY MANAGER --- ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PHPK1029475 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - CONTROLLING INTEREST This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, EMPLOYEES AND VOLUNTEERS 10300 TORRE AVE. CUPERTINO CA 95014 (If no entry appears above, the information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) 1. WHO IS INSURED (Section II) is amended to b. Premises they own, maintain or control while include as an insured the person or organization you lease or occupy these premises. shown in the Schedule but only with respect to 2. This insurance does not apply to structural liability arising out of: alterations, new construction and demolition a. Their financial control of you; or operations performed by or for that person or organization. CG 20 05 11 85 Copyright, Insurance Services Office, Inc., 1984 ❑