15-089 HF&H Consultants for Solid Waste Franchise Services ReviewTHIRD AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO
AND HF&H CONSULTANTS, LLC FOR CONSULTING SERVICES FOR REVIEW OF
SOLID WASTE FRANCHISE SERVICES
This Third Amendment to the Agreement between the City of Cupertino and HF &H
Consultants, LLC, for reference dated February 2, 2016, is by and between the CITY OF
CUPERTINO, a municipal corporation (hereinafter 11City11) and HF&H Consultants, LLC a
California Limited Liability Company ("Consultant") whose address is 201 N. Civic Drive,
Walnut Creek, CA, and is made with reference to the following:
RECITALS:
A. On July 17, 2015, an agreement was entered into by and between City and
Consultant (hereinafter "Agreement") for consultant services for solid waste franchise
review.
B. On October 23, 2015, the City and Consultant entered into a First Amendment to
the Agreement to extend the "Term" of the Agreement. The Agreement and First Amendment to the Agreement are collectively referred to as the "Agreement".
C. On November 30, 2015, the City and Consultant entered into a Second Amendment
to the Agreement to extend the "Term" of the Agreement. The Agreement and First and
Second Amendment to the Agreement are collectively referred to as the "Agreement".
D. City and Consultant 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:
1. Paragraph 1 of the Agreement, "Term" is modified to read as follows:
The Term of this Agreement shall commence on July 17, 2015, and shall terminate on
March 31, 2016, unless terminated earlier as set forth herein.
2. Exhibit "B" to the Agreement "Schedule of Performance" is modified to amend the
Completion Date to March 31, 2016.
3. The above changes were due to circumstances outside of the control of the parties and
are made to adjust to the changed circumstances.
4. 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.
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. -
CONSULTANT CITY OF CUPERTINO
SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO
AND HF&H CONSULTANTS, LLC FOR CONSULTING SERVICES FOR REVIEW OF
SOLID WASTE FRANCHISE SERVICES
This Second Amendment to the Agreement between the City of Cupertino and HF &H
Consultants, LLC, for reference dated November 30, 2015, is by and between the CITY OF
CUPERTINO, a municipal corporation (hereinafter "City") and HF&H Consultants, LLC a
California Limited Liability Company ("Consultant") whose address is 201 N. Civic Drive,
Walnut Creek, CA, and is made with reference to th.e following:
RECITALS:
A. On July 17, 2015, an agreement was entered into by and between City and
Consultant (hereinafter "Agreement") for consultant services for solid waste franchise
review.
On October 23, 2015, the City and Consultant entered into a First Amendment to
the Agreement to extend the "Term" of the Agreement. The Agreement and First
Amendment to the Agreement are collectively referred to as the "Agreement".
B. City and Consultant 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:
1. Paragraph 1 of the Agreement, "Term" is modified to read as follows:
The Term of this Agreement shall commence on July 17, 2015, and shall terminate on
January 31, 2016, unless terminated earlier as set forth herein.
2. Exhibit "B" to the Agreement "Schedule of Performance" is modified t? amend the
Completion Date to January 31, 2016.
3. The above changes were due to circumstances outside of the control of the parties and
are made to adjust to the changed circumstances.
4. 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.
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement
to be executed.
CONSULTANT CITY OF CUPERTINO
A Municipal Corporation
By~ Tit~l-Wov~
Date I?..! 7 / Zol5
RECOMMENDED FOR APPROVAL:
By: B.2~ Title&>~~ RJ,L't W~
A~STOFORM:
At -tL-City Attorney .
ATTEST:
FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO
AND HF&H CONSULTANTS, LLC FOR CONSULTING SERVICES FOR REVIEW OF
SOLID WASTE FRANCHISE SERVICES
This First Amendment to :the Agreement between the City of Cupertino and HF &H
Consultants, LLC, for reference dated October 23, 2015, is by and between the CITY OF
CUPERTINO, a municipal corporation (hereinafter "City") and HF&H Consultants, LLC a
California Limited Liability Company ("Consultant") whose address is 201 N. Civic Drive,
Walnut Creek, CA, and is made with reference to the following:
RECITALS:
A. On July 17, 2015, an agreement was entered into by and between City and
Consultant (hereinafter "Agreement") for consultant services for solid waste franchise
review.
B. City and Consultant 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:
1. Paragraph 1 of the Agreement, "Term" is modified to read as follows:
The Term of this Agreement shall commence on July 17, 2015, and shall terminate on
November 30, 2015, unless terminated earlier as set forth herein.
2. Exhibit "B" to the Agreement "Schedule of Performance" is modified to amend the
Completion Date to November 30, 2015.
3. The above changes were due to circumstances outside of the control of the parties and
are made to adjust to the changed circumstances.
4. 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.
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement
to be executed.
CONSULTANT CITY OF CUPERTINO
A Municipal Corporation
By~ Titl~U:blee, lJe1-__,.-~-~
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND HF&H
CONSULTANTS, LLC FOR CONSULTANT SERVICES FOR SOLID WASTE
FRANCHISE SERVICES REVIEW
THIS AGREEMENT, for reference dated June 2, 2015, is by and between
CITY OF CUPERTINO, a municipal corporation (hereinafter,referred to as
City"), and HF&H CONSULTANTS, LLC, a Limited Liability Company whose
address is 201 N. Civic Drive, Suite 230, Walnut Creek, CA 94596 (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.
f
D. City and Consultant desire to enter into an agreement for Solid
Waste Franchise Services Review 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 the date this agreement is
executed and shall terminate on November 1, 2015, unless terminated earlier as
set forth herein.
2.SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit "A".
titled "Scope of Services' which is attached hereto and incorporated herein by
this reference.
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3.SCHEDULE OF PERFORMANCE:
The Services of Consultant are to be completed according to the schedule
set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto
and incorporated herein by this reference.
4.COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this agreement
shall not exceed Thirty-Nine Thousand, Nine Hundred and Sixty-One Dollars
39,961).The rate of payment is set out in Exhibit C,titled"Compensation",which
is attached hereto and incorporated herein.
Consultant shall furnish to City a detailed statement of the work performed for
compensation during the term of this Agreement. Consultant may submit
monthly invoices for interim progress payments during the course of each phase,
clearly stating as a minimum the total Contract amount, amount paid to date,
percent complete and amount due.
5. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the
performance of this Agreement.
6.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.
7.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 riot 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.
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8.IMMIGRATION REFORM AND CONTROL ACT (IBCA):
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 any loss, damage, liability, costs or expenses arising from any
noncompliance of this provision by Consultant.
9.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.
10. PROJECT COORDINATION
CITY:. Director of. Public Works shall be representative of City for all
purposes under this Agreement. Cheri Donnelly is hereby designated as the
Director of-Public Works' designee and Project Manager, and shall supervise the
progress.and execution of this Agreement.
CONSULTANT: Consultant .shall assign a' single Consultant Project
Manager to have overall responsibility for the progress and execution of this
Agreement for Consultant. Should circumstances or conditions subsequent to
the execution of the Agreement require a substitute Consultant Project Manager
for any reason, the Consultant Project Manager designee shall be subject to the
prior written acceptance and approval of the City Project Manager. The
designated Consultant Project Manager shall be Marva Sheehan, CPA,. Vice
President.
11. 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,
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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. .
12. 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 12A, 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, 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
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Non-Design Professional Agreement
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) Liabili
Commercial general liability coverage in the following
minimum limits:
Bodil ,lnjury: 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:
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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.
13. 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.
14. 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
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Non-Design Professional Agreement
or joint venturer or syndicate member or cotenant, if Consultant is a partnership
or joint venture of 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.
15. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names are included in 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.
16. 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.
17. 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.Pfoject 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
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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.
F. Electronic and hard copies of Consultant's work product shall
constitute the Project deliverables. Plans to be in CAD and PDF formats, and
other documents to be in Microsoft Word and PDF formats. City holds
Consultant harmless for any modifications to the documents.
18. 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.
19. 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.
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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:
Marva Sheehan, CPA, Vice President
HF&H Consultants, LLC
201 N. Civic Drive, Suite 230
Walnut Creek, CA 94596
20. 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. .
In the event of termination, Consultant shall deliver to City, copies of all
reports, documents,,and other work performed by Consultant under this
Agreement.
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
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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 term, 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.
25. 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.
26. GIFTS:
A. Consultant is familiar with City's prohibition against the acceptance of
any gift by a City officer or designated employee, which prohibition is found in
City Administrative Procedures.
B. Consultant agrees not to offer any City officer or designated employee any
gift prohibited by the Administrative Procedures.
C. The offer or giving of any prohibited gift shall constitute a material breach
of this Agreement by Consultant. In addition to any other remedies, City may
have in law or equity, City may terminate this Agreement for such breach as
provided in Section 19 of this Agreement.
27. 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
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Agreement shall be amended to make such insertion on application by either
party.
28. 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.
P.O. No. 1-0 l O
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTANT CITY OF CUPERTINO
HF&H Consultants, LLC A Municipal Corporation
By: By
Marva Behan, Vice President Timm Borden, Director of Public Works
Date Date
Tax I.D. No.: 94-3097242
Address: 201 N. Civic Drive, Suite 230
Walnut Creek, CA 94596
APPROVED AS TO FORM:
Carol Korade, City Attorney
ATTEST:
Grace Schmidt, City. Clerk
Contract Amount:
AccountNo. : Z o- g f- 801- d0_ vL
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall perform professional services as detailed in the following sections
related to'conducting an audit of current garbage and recycling services:
SECTION 1. GENERAL
A. General PROJECT Description:-The PROJECT involves the auditing.of current
garbage and recycling services provided to the City of Cupertino by franchised
waste hauler Recology. The audit will establish the collection and processing
costs and revenues for the years November 1,2010—October 31,2011 and
November 12013—October 31,2014. The PROJECT budget is$39,961 which
includes all costs, reimbursables, and contingencies.
B. General Performance Requirements:
L' The performance of all services by CONSULTANT shall be to the
satisfaction of the CITY, in accordance with the express terms hereof,
including but not limited to the terms set out in detail in this scope of.
services and the standard of care provisions contained in this
AGREEMENT.
2. The CITY's Department of Public Works shall manage this PROJECT and
this AGREEMENT. CONSULTANT shall receive final direction from the
CITY's Director of Public Works or his/her authorized designee
hereinafter collectively "CITY") only. The CITY shall resolve any
conflicting direction from other groups, departments or agencies.
4. CONSULTANT shall coordinate this scope of serviceswith the CITY as
well as with other CITY consultants, as needed or as directed by the CITY.
CONSULTANT shall schedule all PROJECT meetings under the scope of
work.
5. CONSULTANT shall designate and provide to the CITY the names of their
team members for the PROJECT. The team members shall be satisfactory to
the CITY. CONSULTANT shall not substitute any team members without
the prior approval of the CITY.
6. CONSULTANT's services shall'be performed as expeditiously as is
consistent with professional skill and care and the orderly process of the
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Exhibits
Consultant:HF&H
work. The schedule for the performance included in EXHIBIT B, may be
adjusted by mutual agreement.
7. CONSULTANT has no SUBCONSULTANTS and shall administer the
PROJECT. CONSULTANT shall consult with the CITY, communicate
with members of the PROJECT team, and issue progress reports as
necessary and directed by the CITY.
8. CONSULTANT shall prepare and update a PROJECT schedule for the
CITY at the beginning of each TASK as defined in SECTION 2- "SCOPE
of SERVICES" of this EXHIBIT A. The PROJECT schedule shall identify
milestone dates for deliverables to be furnished by CONSULTANT,
completion of documentation provided by CONSULTANT, and as
identified in the exhibits under this AGREEMENT.
9. CONSULTANT shall submit written requests for all information and
official documents related to the PROJECT to the CITY.
SECTION 2.0. TASKS
GENERAL
The CONSULTANT shall provide all services required to manage the project, including
all processes, all communication, all coordination, all record-keeping, and all process
documentation. The CONSULTANT shall propose a detailed schedule for the project
for review and approval of the CITY. The CONSULTANT shall solicit and obtain
decisions from CITY as the project process requires in order to advance the project in
accordance with the approved project schedule. The CONSULTANT shall prepare and
submit to the CITY a project and process update report at least monthly, or more
frequently as project process requires.
The CONSULTANT shall provide all services necessary required to complete the tasks
identified in the Scope of Services.
The CITY shall use the Tasks identified in SECTION 2- "SCOPE of SERVICES" of this
EXHIBIT A as evidence that the CONSULTANT met the Task deliverable submission
for billing purposes. Any deficiencies identified shall cause the CITY to require the
CONSULTANT to make appropriate corrections, and resubmit, at no cost to the CITY.
Earned value for submissions according to the EXHIBIT C, Compensation Payment
Schedule shall not be considered earned until the Task Deliverable meets the minimum
work standards set for in SECTION 2- "SCOPE of SERVICES" of this EXHIBIT A.
Page 2 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
l
TASK#1.0: EVALUATE REVENUES AND COSTS OF COMPOSTABLE
MATERIALS PROCESSING
1.01 From Recology's Annual Reports (as described in Sec 12.4 of its Agreement)
submitted for the periods of November 1, 2010—October 31, 2011 and November
1, 2013-October 31,'2014, CONSULTANT shall prepare a variance analysis of
Recology's 2010 costs and revenues and 2014 costs and revenues from
Compostable Materials Processing. CONSULTANT shall compare the results to
industry standards. .
1.02 CONSULTANT will investigate significant variances.
1.03 ' CONSULTANT shall compare the number of commercial businesses and their
respective volumes in 2010 and 2014.
1.04 CONSULTANT shall compare the number of businesses and their respective
organics volumes in 2010 and 2014.
1.05 From Recology's Annual Reports (as described in Sec 12.4 of its Agreement)
submitted for the periods of November 1, 2010—October 31, 2011 and November
11 2013—October 31, 2014, CONSULTANT shall prepare a variance analysis.of
Recology's 2010 costs and revenues and 2014 costs and revenues from the
collection of commercial solid waste, recyclables and organic materials. .. .
1.06 CONSULTANT shall prepare a variance analysis of Recology's 2010 costs and
revenues and 2014 costs and revenues from the collection of commercial organic
materials only and investigate significant differences.
1.07 CONSULTANT shall prepare a variance analysis of revenues to Recology from
sale of recyclable materials, above the revenues from November 2010—
November 2011, and from the sale of products produced from compostable
materials processing and investigate significant variances.
1.08 CONSULTANT shall draft a memorandum summarizing the results of'the
analysis.
Page 3of13'
City of Cupertino
Solid waste Franchise Audit-Agreement
Exhibits
Consultant:HF&H
TASK#1.0 DELIVERABLES: A memorandum summarizing the results of the variance
analysis.described above.
TASK#2.0:EVALUATE THE COST OF PROCESSING ORGANICS AT SOUTH
VALLEY ORGANICS
2.01 CONSULTANT shall obtain all necessary information from Recology to calculate
South Valley Organics' costs to collect organics and produce compost at that
facility for the periods of November 1, 2010—October 31, 2014.
2.02 CONSULTANT shall convert costs to cost per ton of organics received for clean
yard waste,yard waste mixed with food scraps and commercial food scraps;
handling of contaminants.
2.03 CONSULTANT shall identify revenues received for sale of compost produced at
the site from each of the streams in task 2b.
2.04 CONSULTANT shall review Recology's methodology to allocate costs to
participating jurisdictions and determine the methodology was properly applied.
2.05 CONSULTANT shall include pertinent information such as the change in
subscription levels of commercial business as identified in Task 2.
2.06 CONSULTANT shall review and comment on a comparison of the Recology
facilities prepared by Richard Gertman of such areas as levels of contamination
accepted at each facility, quality of compost product, etc.
2.07 CONSULTANT shall produce a memo evaluating the per ton cost of processing
organics at South Valley Organics for the periods of November 1, 2010—October
31, 2011 and November 1, 2013—October 31, 2014. CONSULTANT shall evaluate
the per-ton costs to each of the participating jurisdictions, including Cupertino,
Gilroy,Morgan Hill, Mountain View, and any other participating jurisdictions.
TASK#2 DEVLIVERABLE:A memorandum evaluating the per-ton cost of processing
organics at South Valley Organics for the period of November 1, 2010—October 31, 2011
and November 1, 2013—October 31, 2014.
Page 4 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
TASK#3.0: EVALUATE THE COST OF PROCESSING ORGANICS AT THREE
OTHER RECOLOGY SITES
3.01 CONSULTANT_shall obtain all necessary information from Recology.to identify
the costs to produce compost at the Jepson Prairie Organics Facility and at the
two Recology Grover Environmental Products Facilities; and compare that cost .
with the cost of producing compost at the Couth Valley Organics Site.
3.02 CONSULTANT shall seek explanation from Recology to identify the reasons for
any cost differences found in Task#1.01, and to determine if the cost of
processing organics from the City would be lowered by utilizing an alternate
processing facility.
3.03 CONSULTANT shall request the following information for all facilities: types of
materials composted,types of prohibited materials (contaminants),
equipment/process used to deal with contaminants
3.04 CONSULTANT shall produce a memo evaluating the potential for cost savings
that could be;achieved by diverting the City's commercial organics to an
alternate Recology organics processing facility.
TASK#3 DEVLIVERABLE:A memorandum evaluating the potential for cost savings
that could be achieved by diverting the City's commercial organics to an alternative
Recology,organics facility:
TASK#4.0 IDENTIFY RECYCLABLE MATERIAL REVENUE FROM MONTHLY
REPORTS
4.01 CONSULTANT will review the monthly reports submitted by Recology for the
periods of November 1, 2010—October 21,2011 and November 1, 2013-October
31, 2014; and create a variance report,to identify the difference in revenue from
the sale of recyclables collected in the City.
4.02 CONSULTANT shall provide a statement of the 2010-2011 and 2013-2014
revenues received by Recology for the sale_ of recyclable materials collected in the
City.
Page 5 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
TASK#4 DEVLIVERABLE:A summary schedule identifying the revenues received by
Recology from the sale of recyclable materials collected in the City for the two-year
period.
TASK#5.0: ANAEROBIC DIGESTION TECHNOLOGY ALTERNATIVES
CONSULTANT shall incorporate memorandum provided by Richard Gertman (Task
5) into draft letter report Task# 6.02 and final letter report Task#6 Deliverable.
TASK#6.0: COMMUNICATE RESULTS
6.01 CONSULTANT shall provide two status updates via conference call and City
offices.
6.02 CONSULTANT shall prepare draft letter report from the memorandums in
Tasks #1 through Task#4. CONSULTANT shall incorporate memorandum from Task 5
provided by Richard Gertman.
6.03 CONSULTANT shall prepare for and meet with staff to review draft letter
report.
6.04 CONSULTANT shall revise and send final letter report to City.
TASK#6 DEVLIVERABLE:Final letter report from memorandums in Tasks #1 through
Task #4.incorporating Richard Gertman's memorandum from Task#5.
TASK#7.0: ENGAGEMENT MANAGEMENT: Consultant will prepare and amend
detailed work plans; monitor engagement progress;make sure sufficient resources are
available to ensure timely completion of the engagement;review analytical results and
interim findings;review the draft and final reports, respond to questions regarding the
progress of the engagement and other issues;and review and submit monthly invoices.
Page 6 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by September 9, 2015.
The following sets forth the distribution of CONSULTANT's Schedule of Performance
for each project. The CITY may approve in writing the extension of any milestone date
set in this Exhibit.
Task#1 Evaluate revenues and costs of compostable materials Weeks 1 -5
processing
Task#2 Evaluate the cost of processing organics at South Weeks 1 -5
Valley Organics
Task#3 Evaluate the cost of processing organics at three other Weeks 1 —5
Recology sites
Task#4 Identify recyclable material revenue from monthly Weeks 1 -5
reports
Task#5 Incorporate memorandum prepared by Richard Weeks 5 -6
Gertman in draft memorandum and final report for
Task#6.
Task#6 Communicate results Weeks 6-7
Task#7 Engagement management Weeks 1-7
Page 7 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
EXHIBIT C
COMPENSATION
A. Maximum Compensation.
The CITY agrees to compensate CONSULTANT for professional services performed in
accordance with the terms and conditions of this AGREEMENT. The maximum
amount of compensation to be paid to CONSULTANT under this AGREEMENT,
including both payment for professional services and reimbursable expenses, shall not
exceed THIRTY-NINE THOUSAND NINE HUNDRED SIXTY-ONE DOLLARS ($
39,961). CONSULTANT agrees that it shall perform all of the services set forth in
Exhibit A of this AGREEMENT.
B. Method of Payment
For Task Nos. 1 through 7 CONSULTANT shall, during the term of this AGREEMENT,
invoice the CITY monthly based upon a percentage of completion of each milestone set
forth below in the Payment Schedule (Schedule D below) for services performed in
completing that milestone under this AGREEMENT. Provided CONSULTANT has
completed the services covered by the Invoice in accordance with the provisions of this
AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the
amount shown on the Invoice within thirty (30) working days of receipt of the Invoice.
The Invoice shall be based on the percentage of milestone completed, and it shall
describe the topics and tasks completed during the Invoice period in accordance with
the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work
completed and reimbursable expenses if applicable, in accordance with the Budget
Schedule and Payment Schedule set forth below. CONSULTANT also shall include
supporting documents for any reimbursable expenses. The Invoice shall also show the
total to be paid for the Invoice period.
Page 8 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
C. Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
Task
Task Description Compensation
Task#1: Evaluate revenues and costs of compostable materials processing 15,495
Task#2 Evaluate the cost ofprocessing organics at South Valley Organics 8,065
Task#3: Evaluate the cost ofprocessing organics at three other Recology 5,035
sites
Task#4: Identify recyclable material revenue from monthly reports 2,055
Task#5 Provided by Richard Gertman 0-
Task#6: Communicate results 7,880
Task#7 Engagement management 1,245
Reimbursable Expenses 186
TOTAL 39,961
CONSULTANT may transfer budget amounts between any of the Tasks listed above
provided the total AGREEMENT amount does not exceed THIRTY-NINE THOUSAND
NINE HUNDRED SIXTY-ONE DOLLARS ($ 39,961).
Page 9 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
EXHIBIT C-1
CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES
HF&H
Vice President—(M. Sheehan) 235
Senior Associate—(C. Costine)185
Associate Analyst—(D. Hilton) 135
Administration 100
Page 10 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
D. Payment Schedule
HF&H Consultants, LLC
Standard Hourly Rates and Billing Arrangements
Effective January 1, 2015)'
Professional Fees
Hourly rates for professional and administrative personnel are as follows:
Position Rate
President 265
Senior Vice President & Vice President 240 .:. $265
Senior Project Manager 219 - $230
Senior Associate/Project Manager
Associate Analyst 140 - $150
Assistant Analyst 100 - $130
Administrative Staff 100
Direct Expenses
Standard charges for common direct expenses areas follows:
Automobile Travel. Prevailing IRS mileage rate
Document Reproduction 15 cents per page (black &white)
75 cents per page (color)
Facsimile No charge
Telephone No charge
Public Conveyances Actual
Postage Actual
Overnight Mail and Couriers Actual
Billing Policies
HF&H policy is to bill for our services and direct expenses based on the standard hourly
rates of the staff,member assigned, multiplied by the time required to perform the client-
related tasks, plus the subcontractor services as described above. In implementing this
policy we adhere to the following practices:
It is our standard practice to.e-mail invoices to our clients, although hard copies of invoices can be
sent to clients on request.
1 Litigation Support and Expert Witness Services are not covered by this schedule of fees and expenses.
Page 11 of 13
City of Cupertino
Solid waste.Franchise Audit Agreement
Exhibits
Consultant:HF&H
We round to the nearest one-half hour (e.g., if two hours and 50 minutes are spent on a task, it is
recorded as three.hours, if two hours and 10 minutes are spent on a task, it is recorded as two
hours). A minimum charge of one-half hour is charged for any client work performed in a day.
We attempt to schedule travel time before and after normal work hours and we do not bill for this
time. If travel occurs during normal work hours and we.can use public conveyances, we attempt to
use the time productively for the benefit of the client or for another client and this-time is billed to
the appropriate client. If we must travel during business hours and cannot use the time
productively or use a_public conveyance, we bill the time to the client ori whose behalf we are
traveling.
Because public meetings (e.g., Board of Supervisors,City Council, and Board of Directors meetings)
generally occur after business hours and are not conducted in accordance with strict schedules, our
standard policy is to bill a minimum two-hour charge.
We do not mark up out-of-pocket expenses, however,we may charge administrative.or professional
time related to the provision of the goods and services:associated with these charges. Costs for
outside consultants and subcontractors are billed at actual cost plus a 15 percent administrative fee.
Mileage fees are based on the round-trip distance from the point of origin.
If a client's change to a previously scheduled meeting results in penalties being assessed by a third
party(e.g., airline cancellation fee),then the client will bear the cost of these penalties.
While no-minimum fee for a consulting engagement has been established, it is unlikely
given the nature of our services) that we can gain an understanding of a client's
particular requirement, identify alternatives, and recommend a solution in less than
twenty-four hours.
Insurance
We maintain the following policies of insurance with carriers doing business in
California:
Comprehensive General Liability Insurance ($2,000,000)
Workers'Compensation ($1,000,000)
Professional Liability Insurance($2,000,000)
Hired and Non-Owned Auto,Liability($2,000,000)
All costs incurred in complying with special insurance, licensing, or permit requirements,
including but not limited to naming client as an additional insured and waiver of
subrogation, become the responsibility of the client and are not included in the fees for
Page 12 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
services or direct charges but are billed in addition to the contract at cost, plus any
professional or administrative fees.
Invoices and Payment for Services
HF&H time reporting and billing system has certain standard formats that are designed
to provide our clients with a.detailed•invoice of the time and charges associated with
their engagement. (We typically discuss these with our clients at our kick-off meeting.)
We are also pleased to provide our clients with a custom invoice format but we will have
to bill the,client for any additional costs associated with their unique requirements.
Billings.for professional services and charges are submitted every month, in order that
our clients can more closely monitor our services. A late fee of-one and one-half
percent per month, is applied to balances unpaid after thirty (30) days.
D. Subconsultant Services..
The work covered_under this Agreement does not include any SUBCONSULTANTS to .
CONSULTANT.
F. Reimbursable expenses.
Reimbursable expenses are included in CONSULTANT's compensation,,including all
expenses related to this AGREEMENT.
Page 13 of 13
City of Cupertino
Solid waste Franchise Audit Agreement
Exhibits
Consultant:HF&H
Client#: 782698 HFHCONSU
DATE(MM/DDIYYYY)
ACORD,. CERTIFICATE OF LIABILITY INSURANCE 6/02/2015
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(les)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 Tim McKinley
HUB Int'I Insurance Serv.Inc. PHONE 925 415-1107 FAX 925 884-8028AICNo,Ext: A/C,No
License#0757776 E-MAILADDRESS: Tim-McKinley@hubinternational.com
3000 Executive Parkway Suite 300 INSURER(S)AFFORDING COVERAGE NAIC#
San Ramon, CA 94583 INSURER A:Sentinel Insurance Company Ltd 11000
INSURED INSURER B:Technology Insurance Company, 1 42376
HF&H Consultants, LLC INSURERC:Houston Casualty Company 42374
201 North Civic Drive Ste 230 INSURER D
Walnut Creek, CA 94596 INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUB POLICY EFF POLICY EXP LIMITSLTRINSRWVDPOLICYNUMBERMM/DD/YYYY MM/DD
A GENERAL LIABILITY X X 57SBAGB6653 12/15/2014 12/15/2015 EACH OCCURRENCE 2,000,000
X COMMERCIAL GENERAL LIABILITY PREMISESERENTEDoccuence $1,000,000
CLAIMS-MADE 51OCCUR MED EXP(Any one person) $10,000
PERSONAL&ADV INJURY $2,000,000
GENERAL AGGREGATE $4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $4,000,000
X POLICY JECT
PRO-LOC
A AUTOMOBILE LIABILITY 57SBAGB6653 12/15/2014 12/15/201 COEaMBINED
ccidentSINGLE
LIMIT $1,000,000a
ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOSAUTOS
X HIRED AUTOS X NON-OWNED IR PEidentDAMAGE
AUTOS
A X UMBRELLA LIAB X OCCUR 57SBAGB6653 12/15/2014 12/15/2015 EACH OCCURRENCE 3 000 000
EXCESS LIAB CLAIMS MADE AGGREGATE s3,000,000
DED I X RETENTION$10,000
B WORKERS COMPENSATION TWC3430245 09/06/2014 09/06/201 X WOC STAT TS
ETH-
AND EMPLOYERS'LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
Y/N
E.L.EACH ACCIDENT 1,000,000
OFFICER/MEMBER EXCLUDED? N N/A
Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000000
Ifyes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000
C Professional Liab H714104195 09/06/2014 09/06/201 Occur/Agg: $2,000,000
Retro Date:8/1/89 Retention:$10,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required)
City, its City Council, boards and commissions, officers,employees and volunteers are Additional Insured
in regard to the General Liability policy per the attached endorsement form SS0008 04105,Waiver of
Subrogation included. Notice of Cancellation endorsement applies.
CERTIFICATE HOLDER CANCELLATION
Cit of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Y P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Attn:Cheri Donnelly ACCORDANCE WITH THE POLICY PROVISIONS.
10300 Torre Ave.
Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE
1988-2010 ACORD CORPORATION.All rights reserved.
ACORD 25(2010/05) 1• of 1 The ACORD name and logo are registered marks of ACORD
S3533305/M3201864 HD41
Named Insured: HF&H Consultants,LLC
Policy Number: 57SBAGB6653
Policy Term: 12/15/14-12!15/15 BUSINESS LIABILITY COVERAGE FORM
b) Rented to, in the care, custody or b. Coverage under_ this provision does not
control of, or over which physical apply to:
control is being exercised for any 1) "Bodily injury" or "property damage"purpose by you, any of your that occurred; or
employees", "volunteer workers"'
any partner or member (if you are 2) "Personal and advertising injury"
a partnership or joint venture), or arising out of an offense committed
any member (if you are a limited before you acquired or formed the
liability company). organization..
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your"employee"or With respect to "mobile equipment" registered in
volunteer worker"), or any organization your name under any motor vehicle registration
while acting as your real estate manager. law, any person is an insured while driving such
c. Temporary Custodians Of Your equipment along a public highway with your
Property permission. Any other person or organization
responsible for the conduct of such person is
Any person or organization having proper also an insured, but only with respect to liabilitytemporarycustodyofyourpropertyifyouarisingoutoftheoperationoftheequipment,anddie, but only: only if no other insurance of any kind is available
1) With respect to liability arising out of the to that person or organization for this liability.
maintenance or use of that property;and However, no person or organization is an insured
2) Until your legal representative has with respect to:
been appointed. a. "Bodily injury" to a co-"employee" of the
d. Legal Representative If You Die person driving the equipment; or
Your legal representative if you die, but b. "Property damage" to property owned by,
only with respect to duties as such. That rented to, in the charge of or occupied by
representative will have all your rights and you or the employer of any person who is
duties under this insurance. an insured under this provision.
e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft
Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that
yours which is a legally incorporated entity is less than 51 feet long and is not being used
of which you own a financial interest of to carry persons for a charge,any person is an
more than 50% of the voting stock on the insured while operating such watercraft with
effective date of this Coverage Part. your permission. Any other person or
The insurance afforded herein for any
organization responsible for the conduct of
subsidiary not shown in the Declarations such person is also an insured, but only with
as a named insured does not apply to respect to liability arising out of the operation
injury or damage with respect to which an
of the watercraft, and only if no other
insured under this insurance is also an insurance of any kind is available to that
insured under another policy or would be person or organization for this liability.
an insured under such policy but for its However, no person or organization is an
termination or upon the exhaustion of its insured with respect to:
limits of insurance. a. "Bodily injury" to a cc"employee" of the
3. Newly Acquired Or Formed Organization person operating the watercraft; or
Any organization you newly acquire or form, b. "Property damage" to property owned by,
other than a partnership, joint venture or rented to, in the charge of or occupied by
limited liability company, and over which you you or the employer of any person who is
maintain financial interest of more than 50% of an insured under this provision.
the voting stock, will qualify as a Named G. Additional Insureds When Required By
Insured if there is no other similar insurance Written Contract, Written Agreement Or
available to that organization. However: Permit
a. Coverage under this provision is afforded The person(s) or organization(s) identified in
only until the 180th day after you acquire Paragraphs a. through f. below are additional
or form the organization or the end of the insureds when you have agreed, in a written
policy period,whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24
Named Insured: HF&H Consultants,LLC
Policy Number: 57SBAGB6653
BUSINESS LIABILITY COVERAGE FORM Policy Term: 1ld/11}/j2/45/112/15/14
contract, written agreement or because of a e) Any failure to make such
permit issued by a state or political inspections, adjustments, tests or
subdivision, that such person or organization servicing as the vendor has
be added as an additional insured on your agreed to make or normally
policy, provided the injury or damage occurs undertakes to make in the usual
subsequent to the execution of the contract or course of business, in connection
agreement, or the issuance of the permit. with the distribution or sale of the
A person or organization is an additional products;
insured under this provision only for that f) Demonstration, installation,
period of time required by the contract, servicing or repair operations,
agreement or permit. except such operations performed
However, no such person or organization is an
at the vendor's premises inconnectionwiththesaleofthe
additional insured under this provision if such product;
person or organization is included as an
additional insured by an endorsement issued g) Products which, after distribution
by us and made a part of this Coverage Part, or sale by you, have been labeled
including all persons or organizations added or relabeled or used as a
as additional insureds under the specific container, part or ingredient of any
additional insured coverage grants in Section other thing or substance by or for
F.--Optional Additional Insured Coverages. the vendor; or
a. Vendors h) "Bodily injury" or "property
Any person(s)or organization(s) (referred to damage" arising out of the sole
negligence of the vendor for its
below as vendor), but only with respect to own acts or omissions or those ofbodilyinjury" or "property damage" arising its employees or anyone else
out of"your products" which are distributed acting on its behalf. However,thisorsoldintheregularcourseofthevendor's exclusion does not apply to:business and only if this Coverage Part
provides coverage for "bodily injury" or i) The exceptions contained in
property damage" included within the Subparagraphs(d)or(f); or
products-completed operations hazard". ii) Such inspections, adjustments,
1) The insurance afforded to the vendor tests or servicing as the vendor
is subject to the following additional has agreed to make or normally
exclusions: undertakes to make in the usual
course of business, inThisinsurancedoesnotapplyto: connection with the distribution
a) "Bodily injury" or "property or sale of the products,
damage" for which the vendor is 2) This insurance does not apply to anyobligatedtopaydamagesbyinsuredpersonororganizationfrom
reason of the assumption of whom you have acquired such products,
liability in a contract or agreement. or any ingredient, part or container,This exclusion does not apply to
entering into, accompanying orliabilityfordamagesthatthecontainingsuchproducts.vendor would have in the absence
of the contract or agreement; b. Lessors Of Equipment
b) Any express warranty 1) Any person or organization from
unauthorized by you; whom you lease equipment; but only
with respect to their liability for "bodilyc) Any physical or chemical change injury", "property damage" or
in the product made intentionally personal and advertising injury"by the vendor; caused, in whole or in part, by your
d) Repackaging, except when maintenance, operation or use of
unpacked solely for the purpose of equipment leased to you by such
inspection, demonstration, testing, person or organization.
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
Page 12 of 24 Form SS 00 08 04 05
Named Insured: HF&H Consultants,LLC
Policy Number: 57SBAGB6653
Policy Term: 1U2MZIA-33,/15115115114 BUSINESS LIABILITY COVERAGE FORM
2) With respect to the insurance afforded e. Permits Issued By State Or Political
to these additional insureds, this Subdivisions
insurance does not apply to any 1) Any state or political subdivision, but
occurrence" which takes place after only with respect to operations
you cease to lease that equipment. performed by you or on your behalf for
c. Lessors Of Land Or Premises which the state or political subdivision
1) Any person or organization from has issued a permit.
whom you lease land or premises, but 2) With respect to the insurance afforded
only with respect to liability arising out to these additional insureds, this
of the ownership, maintenance or use insurance does not apply to:
of that part of the land or premises a) "Bodily injury", "property damage"leased to you. or "personal and advertising
2) With respect to the insurance afforded injury" arising out of operations
to these additional insureds, this performed for the state or
insurance does not apply to:municipality; or
a) Any 'occurrence" which takes b) 'Bodily injury" or"property damage"
place after you cease to lease that included within the "products-
land or be a tenant in that completed operations hazard".
premises; or f. Any Other Party
b) Structural alterations, new 1) Any other person or organization who
construction or demolition is not an insured under Paragraphs a.
operations performed by or on through e. above, but only with
behalf of such person or respect to liability for "bodily injury",
organization.property damage" or "personal and
d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or
1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or
only with respect to liability for "bodily the acts or omissions of those acting
injury", "property damage" or "personal on your behalf:
and advertising injury" caused, in whole a) In the performance of your
or in part, by your acts or omissions or ongoing operations;
the acts or omissions of those acting on b) In connection with your premises
your behalf: owned by or rented to you; or
a) In connection with your premises; c) In connection with"your work"and
or included within the "products-
b) In the performance of your completed operations hazard", but
ongoing operations performed by only if
you or on your behalf. i) The written contract or written
2) With respect to the insurance afforded agreement requires you to
to these additional insureds, the provide such coverage to
following additional exclusion applies: such additional insured; and
This insurance does not apply to ii) This Coverage Part provides
bodily injury", "property damage" or coverage for "bodily injury" or
personal and advertising injury"property damage" included
arising out of the rendering of or the within the "products-
failure to render any professional completed operations hazard".
services by or for you, including: 2) With respect to the insurance afforded
a) The preparing, approving, or to these additional insureds, this
failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, Bodily injury", "property damage" or
reports, surveys, field orders, personal and advertising injury"
change orders, designs or arising out of the rendering of, or thedrawingsandspecifications; or failure to render, any professional
b) Supervisory, inspection, architectural, engineering or surveying
architectural or engineering services, including:
activities.
Form SS 00 08 04 05 Page 13 of 24
Named Insured: HF&H Consultants,LLC
Policy Number: 57SBAGB6653
BUSINESS LIABILITY COVERAGE FORM Policy Term: 12/15AJIB2/15/Il5/15/14
a) The preparing, approving, or This General Aggregate limit does not
failure to prepare or approve, apply to "property damage" to premises
maps, shop drawings, opinions,while rented to you or temporarily
reports, surveys, field orders, occupied by you with permission of the
change orders, designs or owner, arising out of fire, lightning or
drawings and specifications;or explosion.
b) Supervisory, inspection, 3. Each Occurrence Limit
architectural or engineering Subject to 2.a. or 2.b above, whichever
activities. applies, the most we will pay for the sum of all
The limits of insurance that apply to additional damages because of all "bodily injury",
insureds are described in Section D. — Limits property damage" and medical expenses
Of Insurance. arising out of any one 'occurrence" is the
How this insurance applies when other Liability and Medical Expenses Limit shown in
insurance is available to an additional insured the Declarations.
is described in the Other Insurance Condition The most we will pay for all medical expenses
in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any
General Conditions. one person is the Medical Expenses Limit
No person or organization is an insured with shown in the Declarations.
respect to the conduct of any current or past 4. Personal And Advertising Injury Limit
partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for
company that is not shown as a Named Insured in the sum of all damages because of all
the Declarations. personal and advertising injury" sustained by
D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal
LIMITS OF INSURANCE and Advertising Injury Limit shown in the
Declarations.
1. The Most We Will Pay 5. Damage To Premises Rented To You Limit
The Limits of Insurance shown in the
Declarations and the rules below fix the most The Damage To Premises Rented To You
we will pay regardless of the number of: Limit is the most we will pay under Business
Liability Coverage for damages because of
a. Insureds; property damage"to any one premises, while
b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire,
c. Persons or organizations making claims or lightning or explosion, while rented to you or
bringing"suits". temporarily occupied by you with permission of
2. Aggregate Limits the owner.
The most we will pay for: In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
a. Damages because of "bodily injury" and You Limit applies to all damage proximately
property damage" included in the caused by the same event, whether such
products-completed operations hazard" is damage results from fire, lightning or explosion
the Products-Completed Operations or any combination of these.
Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations.
b. Damages because of all other "bodily The most we will pay on behalf of a person or
injury", "property damage" or "personal
organization who is an additional insured
and advertising injury , including medical under this Coverage Part is the lesser of.
expenses, is the General Aggregate Limit a. The limits of insurance specified in a
shown in the Declarations, written contract, written agreement or
This General Aggregate Limit applies permit issued by a state or political
separately to each of your "locations"subdivision;or
owned by or rented to you. b. The Limits of Insurance shown in the
Location means premises involving the Declarations.
same orconnecting lots, or premises Such amount shall be a part of and not in
whose connection is interrupted only by a addition to the Limits of Insurance shown in
street, roadway or right-of-way of a the Declarations and described in this Section.
railroad.
Page 14 of 24 Form SS 00 08 04 05
Policy Number: 57SBAGB6653
Policy Term: 12/15/14-12/15/15 BUSINESS LIABILITY COVERAGE FORM
6) When You Are Added As An When this insurance is excess over other
Additional Insured To Other insurance, we will pay only our share of
Insurance the amount of the loss, if any, that
That is other insurance available to exceeds the sum of:
you covering liability for damages 1) The total amount that all such other
arising out of the premises or insurance would pay for the loss in the
operations, or products and completed absence of this insurance; and
operations, for which you have been 2) The total of all deductible and self-
added as an additional insured by that insured amounts under all that other
insurance; or insurance.
7) When You Add Others As An We will share the remaining loss, if any,withAdditionalInsuredToThisanyotherinsurancethatisnotdescribedinInsurancethisExcessInsuranceprovisionandwasnot
That is other insurance available to an bought specifically to apply in excess of the
additional insured. Limits of Insurance shown in the
However, the following provisions Declarations of this Coverage Part.
apply to other insurance available to c. Method Of Sharing
any person or organization who is an If all the other insurance permits
additional insured under this Coverage contribution by equal shares,we will followPart: this method also. Under this approach,
a) Primary Insurance When each insurer contributes equal amounts
Required By Contract until it has paid its applicable limit of
This insurance is primary if you insurance or none of the loss remains,
have agreed in a written contract, whichever comes first.
written agreement or permit that If any of the other insurance does not permit
this insurance be primary. If other contribution by equal shares, we will
insurance is also primary, we will contribute by limits. Under this method,each
share with all that other insurance insurer's share is based on the ratio of its
by the method described in c. applicable limit of insurance to the total
below. applicable limits of insurance of all insurers.
b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against
To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or-
contract, written agreement or part of any payment, includingpermitthatthisinsuranceisSupplementaryPayments, we have made
primary and non-contributory with under this Coverage Part, those rights are
the additional insured's own transferred to us. The insured must do
insurance, this insurance is nothing after loss to impair them. At our
primary and we will not seek request, the insured will bring "suit" or
contribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not
Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage.
other insurance to which the additional b. Waiver Of Rights Of Recovery (WaiverinsuredhasbeenaddedasanOfSubrogation)
additional insured.
If the insured has waived any rights ofWhenthisinsuranceisexcess, we will recovery against any person or
have no duty under this Coverage Part to organization for all or art of an payment,9 P Yp Y ,defend the insured against any"suit" if any including Supplementary Payments, we
other insurer has a duty to defend the have made under this Coverage Part, we
insured against that "suit". If no other also waive that right, provided the insured
insurer defends, we will undertake to do waived their rights of recovery against
so, but we will be entitled to the insured's such person or organization in a contract,
rights against all those other insurers.agreement or permit that was executed
prior to the injury or damage.
Form SS 00 08 04 05 Page 17 of 24
THE
HARTFORD
Exhibit `(: STANDARD BLANKET NOTICE FORM
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
TICS OF CANCELLATION. TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional
Conditions: If notice is mailed, proof of mailing to:the last known
mailing address of the certificate holder(s)on file
A. If this policy is cancelled by the Company, other with the agent of record or the Company will be
than for nonpayment of premium, notice of such sufficient proof of notice;
cancellation will be provided at least thirty (30) Any notification rights,provided by this endorsement'
days in advance of the cancellation. effective apply only to active certificate holders)who were
date to the certificate holder(s) with mailing issued a certificate of insurance applicable to this
addresses on file with the agent of record or the policy's term..
Company.
B. If this policy is cancelled by the Company for Failure to provide such notice to`the certificate
nonpayment of premium, or by the insured, holder(s)will not amend or extend the date the.
notice of such cancellation will be. provided cancellation becomes effective,nor will it negate
within (1 b)days of thecancellation effective datecancellation of the:policy. Failure.to send notice
to the certificate holder(s) with mailing shall impose no liability of any kind upon.the
addresses on file with the agent of record or the Company or its agents or representatives
Company.;
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