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14-134 Richard Gertman, For Sustainability Too PO #58684 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND RICHARD GERTMAN FOR CONSULTANT SERVICES FOR SUSTAINABILITY TOO This First Amendment to the Agreement between the City of Cupertino and Richard Gertman, for reference dated June 29th, 2015, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and Richard Gertman, a sole proprietor whose address is 145 South 17th Street, San,Jose, California 95112 (hereinafter "CONSULTANT"), and is made with reference to the following: RECITALS: A. On July 1st, 2014, an agreement was entered into by and between City and Richard Gertman for consultant services for Sustainability Too (hereinafter "Agreement"). B. City and Richard Gertman desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: Paragraph 1 of the Agreement, "TERM" is hereby modified to read as follows: The term of this Agreement shall commence on July 1, 2014, and shall terminate on January 31, 2016, unless terminated earlier as set forth herein. 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. Page 1 of 2 First Amendment IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. Richard Gertman CITY OF CUPERTINO A Municipal Corporation By By Director of Public Works, Timm Borden Title � vtC� l Date �- APPROVED AS TO FORM: By Attorney, Carol Korade ATTEST: B �Zf [S - City Clerk, Grace Schmidt t Page 2 of 2 First Amendment OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223•FAX: (408)777-3366 CUPERTINO WEBSITE:www.cup4;rtino.org August 11, 2014 For Sustainability Too Attention: Richard Gertman Re: Agreement for contract services. Enclosed for your records is a fully executed. original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408).777-3354. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works CUPERTINO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND FOR CONSULTANT SERVICES FOR RICHARD GERTMAN FOR SUSTAINABILITY TOO THIS AGREEMENT, for reference dated !ply 1,2014, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Richard Gertman , For Sustainability Too (California corporation, sole individual) whose address is proprietor to as "Consultant"), and is made with reference to t11ee following: (hereinafter refer-red 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 B. Consultant is specially trained, experienced and competent to perforrn 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_July 1, 2014 and shall tenninate on June 30, 2015, unless tenninated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perfonn each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. Professional services to assist the City of Cupertino with consulting services in negotiating an amendment to the . Franchise Agreement for Collection of Garbage, Recycling and A-1. tables 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services perfonned pursuant to this Agreement in the amount set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City, to be taken fi-om the_520-8003-7106 fund. Payment must not exceed ; 25,000. r 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the perfonnance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perfonn 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 perfonned 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 harmless from and against an loss damage, liability, costs or expenses arising from any noni'ompliance of this provision b Consultant. y 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: Consultant shall, to the fullest extent allowed by law, with respect to all services perfonned 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, claiir-is, 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, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the perfonnance 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 tenn of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiiration of insurance coverage in compliance with paragraphs 9A, B, C, I) 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(3 0) days' advance written notice to the City of Cupertino by certified snail, Attention: City Manager." It is agreed that Consultant shall maintain 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 . T 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 ants to City, on behalf of any insurer providing coiriprehensive 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 teen hereof should fail to secure or maintain the foregoing insurance, City shall be pennitted 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 b law and computed from the date written notice is received that the premiums have y paid. p not been D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverage's, exce t any professional liability insurance, required by this Agreement. The naming of an p 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 an loss, or expense of any nature on this policy or any extension thereof. Any other y insurance held by an additional insured shall not be required to contribute anythin toward any loss or expense covered by the insurance provided by this polic g E. SUFFICIENCY OF INSURANCE: y 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 detennine adequate coverage for Consultant. 10. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perfonn the services required by this Agreement. Consultant may be required to fill out a con of interest form if the services provided under this conflict p � Agreement require Consultant to make certain governinental 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 operal-ion of law or otherwise, without rior written consent of City. Any attempt to do so without said consent shall be null and v void and any assignee, sub lessee, hypothecate or transi�eree shall acquire no right or interest by reason of such attempted assi anent h g p hypothecation or transfer. However, claims for . i 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 venture 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 confonnity 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 tenn of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may bc,:required in connection with the perfonance of services hereunder. 14. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as 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 w=hich 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 app=ropriate. 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 provided 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 inforniation 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 there from 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: _Cheri Donnelly All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Richard Gertman For Sustainability Too 17. TERMINATION: In the event Consultant fails or refuses to perfonn 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 tenninatte 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. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 19. 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. 20. ADVERTISEMENT: Consultant shall not post, exhibit, displ€iy or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs,posters or cards of any kind pertaining to the services perfonned under this Agreement unless prior written approval has been secured from City to do otherwise. 21. WAIVER: A waiver by City of any breach of any tern, 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. 22. 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. 23. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amp)!ify the terns or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO A., Municipal Corporation Richard Gert n By�� By .,� Title Title Environmental Programs. Date /� Date �1 2`2 jig RECOMMENDED FOR APPROVAL: C- fl.tle � re CA, - Yl ROVED AS TO FORM: t� k6 CA,y Attorney ATTEST: City Clerkr- .� 3.51 ova .oa r Exhibit A City of Cupertino Scope of Work Franchise Agreement Assistance FY 2014-2015 Richard Gertman, doing business as For E')ustainability Too, will assist the City of Cupertino with evaluation of the performance under an existing Franchise Agreement for Collection of Garbage, Recyclables and Organics; consideration of the rates charged for services; evaluation of the performance under a possible extension of the agreement and/orevaluate methods for selection of a contractor for future services. Tasks to be performed include: . Task 1. Meetings Richard will participate in meetings with City Staff to discuss the Franchise Agreement and future needs. Richard will meet with City and current contractor (Recology) to discuss performance under the contract, City's ful--ure needs, the terms and conditions of a possible contract extension. Richard will coordinate.his activities with designated City staff (Cheri Donnelly & Roger Lee) as well as other consultant-; / auditors that are selected by the City. Task 2. Review Documents Richard will review the details of the current Franchise Agreement; correspondence between the City and Recology; and other documents that may relate to performance under the current agreement and under a possible extended agreement and to assess the City's future needs. Task 3. Research Richard will research details of Recology's expanded organics diversion program, and the potential need for a rate adjustment or reimbursement by the City to cover the increased costs. Richard will research details of Recology's performance measures, including progress toward the City's goals for diversion from landfill andin implementing the citywide organics program. r Richard will review other requirements s)oecified in the Franchise Agreement to evaluate past and ongoing performance under the Agreement. Task 4. Report and Recommendations Richard will prepare a Draft Report with specific recommendations for a rate adjustment or compensation, if necessary, to cover the costs of the expanded commercial organics recovery program; and specific recommendations for amendments to the current or subsequent: Franchise Agreement. Following review by the City, Richard will finalize recommendations for Amendments to extend the Franchise Agreement and/or an assessment of City's options for pursuing other contracts for services. Project Budget Hours Labor Task 1. Meetings Meetings with City Staff 20 $3,600.00 Meetings with City and Recology 16 $2,880.00 Task 2. Review Documents Franchise Agreement 8 $1,440.00 Correspondence 8 $1,440.00 Other 4 $720.00 Task 3. Research Cost of Processing Organics 20 $3,600.00 Program Implementation &Diversion 24 $4,320.00 Other Franchise Requirements 12 $2,160.00 Task 4. Report Preparation Draft Report 20 $3,600.00 Final Report 6 $1,080.00 Totals 138 $24,840.00 DATE MM/DD/YYYY CERTIFICATE OF LIABILI rY INSURANCE 03/07/2014 ) 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 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 C:QNTACT NAME: INSURANCE BY ALLIED BROKERS FHONE FAX 630 COWPER STREET _J.,, No,Ext: 888 661-3938 A/c,No: s�� 552-6091 E L PALO ALTO,CA 94301 ADDRESS:service.center travelers.com (888)661-3938 PRODUCER XV496 CUSTOMER ID#• 2603Y3180 882 INSURER(S)AFFORDING COVERAGE NAIC# INSURED GERTMAN,RICHARD INSURER A:TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA — 145 S 17TH ST INSURER B: SAN JOSE,CA 95112 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 71536293747_1660 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THF:POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A GENERAL LIABIITY X X �680-9D27916A-14 01/08/2014 01/08/2015 JX COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,0 0 DAMAGE TO RENTED CLAIMS-MADE �OCCUR PREMISES Ea occurrence $300,000 MED EXP(Any one Person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO T O PRODUCTS-COMP/OPAGG $2,000,000 X POLICY JEC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED AUTOS BODILY INJURY(Per person) $ SCHEDULED AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS PROPERTY DAMAGE (Per accident) $ NON-OWNED AUTOS $ UMBRELLA LIAB OCCUR $ EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ WORKERS COMPENSATION N/A WC STATU- OTH $ AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? E.L.EACH ACCIDENT $ (Mandatory in NH) If yes,describe under E.L.DISEASE-EA EMPLOYEE $ SPECIAL PROVISIONS below _ E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedulle,if more space is required) AS RESPECTS TO GENERAL LIABILITY,THE CITY OF CUPERTINO,ITS CITY COUNCIL,BOARDS,AND COMMISSIONS, OFFICERS,EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSURED-BLANKET ADDL INSD-OWNERS/LESSEES/CONTR, CG D1 05,BUT ONLY AS RESPECTS TO WORK PERFORMED BY THE INSURED. AS RESPECTS TO GENERAL LIABILITY, SUBROGATION AGAINST THE CITY OF CUPERTINO HAS BEEN WAIVED PER CG 24 04(SEE ATTACHED) CERTIFICATE HOLDER CANCELLATION THE CITY OF CUPERTINO, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ATTN CITY MANAGER EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE 10300 TORRE AVE WITH THE POLICY PROVISIONS. CUPERTINO,CA 95014 _ AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION.All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD DESCRIPTION OF OPERATIONS(CONTINUED) WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US. AS RESPECTS TO GENERAL LIABILITY, COVERAGE IS AFFORDED ON A PRIMARY AND NON-CONTRIBUTORY BASIS AS PER CG DO 37-OTHER INSURANCE-ADDITIONAL INSUREDS. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended in a written contract for this insurance to to include as an insured any person or organiza- apply on a primary or contributory basis. tion (called hereafter "additional insured") whom 3. This insurance does not apply: you have agreed in a written contract, executed pp y' prior to loss, to name as additional insured, but a• on any basis to any person or organization only with respect to liability arising out of "your for whom you have purchased an Owners work" or your ongoing operations for that addi- and Contractors Protective policy. tional insured performed by you or for you. b. to "bodily injury," "property damage," "per- t. With respect to the insurance afforded to Addi- sonal injury," or "advertising injury" arising tional Insureds the following conditions apply: out of the rendering of or the failure to render a. Limits of Insurance — The following limits of any professional services by or for you, in- liability apply: cluding: 1. The limits which you agreed to provide; 1. The preparing, approving or failing to or prepare or approve maps, drawings, opinions, reports, surveys, change or- 2. The limits shown on the declarations, ders, designs or specifications; and whichever is less. 2. Supervisory, inspection or engineering b. This insurance is excess over any valid and services. collectible insurance unless you have agreed CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL. INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE= PART PROVISIONS b. The "personal injury" or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However, if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you is deleted. vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance,. as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph (1): ance is primary to other insurance that is avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy, including any umbrella or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-9D27916A-14 ISSUE DATE: 03-07-2014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAVIER OF TRANSFER 01° RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE;PART i SCHEDULE Name of Person or Organization: i THE CITY OF CUPERTINO ATTN CITY MANAGER 10300 TORRE AVE CUPERTINO, CA 95014 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or AGAINST OTHERS TO US Condition (Section IV- "your work" done under a contract with that person COMMERCIAL GENERAL LIABILITY CONDI- or organization and included in the "products- TIONS)is amended by the addition of the following: completed operations hazards." This waiver applies We waive any right of recovery we may have against only to the person or organization shown in the the.person or organization shown in the Schedule Schedule above. above because of payments we make for injury or CG 24 0410 93 Copyright, Insurance Serviices Office, Inc., 1992 Page 1 of 1