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15-108 Cotton Shires and Associates, Inc., for "On-Call" Geotechnical Consultant Services AGREEMENT BETWEEN THE CITY OF CUPERTINO AND COTTON SHIRES AND ASSOCIATES,INC.,FOR 66ON-CALL" GEOTECHNICAL CONSULTATION SERVICES THIS AGREEMENT, is entered into this I st day of July, 2015, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Cotton Shires and Associates, Inc., a California Corporation whose address is 330 Village Lane, Los Gatos, California 95030 (hereinafter referred to as "Consultant") (collectively referred to as the"Parties"). 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. 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 "on-call" geotechnical services upon the terms and conditions herein. NOW,THEREFORE,the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on July 1, 2015, and shall terminate on June 30, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A", which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount up to and not to exceed TWENTY THOUSAND dollars ($20,000.00) based on the rates and terms set forth in Exhibit "A," which is attached hereto and incorporated herein by this reference. 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner Page 1 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. 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. 8. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Consultant agrees that it shall not harass or discriminate against 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, sexual orientation, or any other, protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS 0 Standard Indemnification: Consultant shall, to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, 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, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the negligent 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 Page 2 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 other costs and fees of litigation. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Contract. 10. INSURANCE: A. General Requirements. 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 the requirements listed in Exhibit"D". Such certificates,which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty(30) days'advance written notice to the City of Cupertino by certified mail, Attention: City Manager." 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. 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 or maintain insurance. 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. F. Maximum Coverage and Limits. It shall be a requirement under this Page 3 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insured City. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured,whichever is greater. 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it 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. 12. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or, any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee,hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written.notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or.syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control meansfifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers'compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor's work. Subcontractors.hired by Consultant agree to be bound to Consultant and City in the same Page 4 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to provide a . valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City. 14. 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. 15. 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 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 City deems appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement.. D. All Reports required to be 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. 16. 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, 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, Page 5 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15=16 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 Consultant receives final payment from City for all services required under this agreement. 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. 17. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within afiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 18. ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to: • Using paper products made with recycled content and recycled/remanufactured toner and ink jet cartridges; • Printing with soy or low volatile organic compounds(VOC) inks; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal's Industrial and Institutional Cleaners Standard; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols. 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. All notices,demands,requests, or approvals shall be addressed as follows: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Aarti Shrivastava Assistant City Manager Page 6 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 TO CONSULTANT: Cotton Shires and Associates, Inc. 330 Village Lane Los Gatos, CA 95030 Attn: John Wallace 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 Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days'prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination if for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant's failure to perform its material obligations under this Agreement. Upon termination, Consultant shall immediately deliver to the City any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. 22. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court 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. Page 7 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 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, 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. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 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 Agreement shall be amended to make such insertion on application by either party. 28. CAPTIONS AND TERMS 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.All unchecked boxes do not apply to this Agreement-. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTIN Cotton, Shires and Associates, Inc. A Municipal Corporation By By cfr Titlep.a&t6( C I— Title Date ® 2.0 15, Date -21-t 041 S ®Up to$45,000-Designated Supervisor Approval Required RECOMMENDED FOR APPROVAL ,r Gam ,A irec or,CDD Page 8 c Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 APPR VED AS TO FORM: ATTEST: Cl Attorney City Clerk Ex' hiblts: (Check box for exhibits that apply to this contract and attach) © Exhibit"A"- Scope of Services, Schedule of Performance and Compensation ❑ Exhibit`B"- Schedule of Performance ❑ Exhibit"C"-Compensation ❑X Exhibit"D"-Insurance Requirements and Proof of Insurance ❑ Exhibit"E"-Mandated Reporting Acknowledgement ❑ Exhibit"F''-Background/Fingerprint/TB Declaration ❑ Exhibit"G"-Nondiscrimination-State/Federal/HUD funded project ❑ Exhibit"H"—Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT PO #2016-120 Account# _ _ _ $20,000.00 Total: $20,000.00 Page 9 of 11 Cotton Shires Contract-On-Call Geotechnical Consultation, FY 15-16 Contract No. D t Exhibit A Scope of Services,Schedule of Performance and Compensation I. Scope of Services: Consultant shall provide geotechnical consultation services as requested by City for various development projects in Cupertino, (the"Project"). Staff assigned to the Project by Consultant shall be preapproved by the City of Cupertino Assistant Director of the Community Development Department,and shall be removed immediately upon City's request and replaced with an approved substitute. II. Compensation: City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit and reimbursable expenses shall not exceed a total of TWENTY THOUSAND DOLLARS ($20,000.00).Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City. III. Rates: Hourly Rate: Rate sheet attached for hourly fees,not to exceed$20,000 IV. Title: Development projects in Cupertino V. Invoices In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges(including a summary of work performed during that quarter,personnel who performed the services,hours worked,task(s)for which work was performed). VI. Reimbursable Expenses Normal project related reimbursable expenses such as printing,postage, delivery services, long distance phone calls(excluding 405, 510, and 650 area codes),facsimile transmissions,mileage, and special project-related supplies. VII. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. 10 Cupertino Standard Form Contract-updated 712015 Cotton, Shires and Associates, Inc. FY 2015-2016 On-Call Geotechnical Consultation Fees for the City of Cupertino Personnel Charges Staff Geologist/Engineer $98.00/hr. Senior Geologist/Engineer $118.00/hr. Supervising Geologist/Engineer $155.00/hr. Principal Geologist/Engineer $170.00/hr. Sr. Principal Engineer $175.00/hr. Word Processor/Clerical $60.00/hr. Transportation Mileage $0.575/mi* *mileage will be adjusted per IRS rate COTTON,SHIRES AND ASSOCIATES, INC. Contract No.2016-120 Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit,with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) -Liabili Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate-all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted,combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence N (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. 11 COTTSHI-01 YUENG CERTIFICATE OF LIABILITY INSURANCE DATE(MM 1/3012016 YY) • 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 License#OE67768 NAME:CONTACT Gig!Yuen IOA Insurance Services PHONEFAX 3875 Ho pyard Road AIC No. o Etl:(925)416-7862 AIc No):(925)416-7869 Suite 240 E-MAIL ADDRESS: g. ��I Gi .Yuen ioausa.com Pleasanton,CA 94588 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company 25658 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Cotton,Shires and Associates,Inc. INSURER C:RLI Insurance Company 13056 330 Village Lane INSURER D: Los Gatos,CA 95030 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE ADDL SUBR INSID_WA POLICY NUMBER MMIDDY EFF POLICMM/DDY EXP IYYM LIMITS A 7MERCIAL GENERAL'LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE Fj(1 OCCUR 68068781_222 12/04/2014 12/04/2015 PREMISES Ea occurrence). $ 1,000,000 MED EXP(Any one person) $ 10,00 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00 POLICY JERCOT- LOC `" PRODUCTS-COMP/OP AGG $ 2,000,00 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 B X ANY AUTO BA667M2092 12/04/2014 12/04/2015 BODILY INJURY(Per person) $ ALL OWNEDSCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER B ANY PROPRIETOR/PARTNER/EXECUTIVE YIN UB3616T507 01/01/2015 01/01/2016 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEO$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,00 C Professional Liab. RDPOO18618 02/01/201.5 02/01/2016 Per Claim 1,000,000 C Professional Liab. RDPOO18618 02/01/2015 02/01/2016 Aggregate-- 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Update.to Geotech report for McClellan Ranch Environmental Classroom All operations of the Named Insured,including the aforementioned project. General Liability&Auto Liability: See Additional Insured endorsements attached. GENERAL LIABILITY AND AUTO LIABILITY ADDITIONAL INSUREDS:The City of Cupertino CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino AUTHORIZED REPRESENTATIVE Public Works Projects Manager 10300 Torre Avenue ,. :*:. ' Cu ertino CA 95014 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Policy#BA667M2092 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only.Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL EFFECTS LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1.,Who Is your business. An Insured, of SECTION II — LIABILITY COV- 2. The following replaces Paragraph b. in B.5., ERAGE: Other Insurance, of SECTION IV — BUSI- Any person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the "bodily injury" or ered"autos"you own: "property damage" occurs and that is in effect (1) Any covered "auto" you lease, hire, during the policy period, to be named as an addi- rent or borrow;and tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance (2) Any covered "auto"hired or rented by applies and only to the extent that person or or- your "employee" under a contract in ganization qualifies as an "insured" under the that individual "employee's" name, Who Is An Insured provision contained in Section with your permission, while perform- II. ing duties related to the conduct of your business: B. EMPLOYEE HIRED AUTO However, any"auto"that is leased, hired, 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LI- rented or borrowed with a driver is not a covered"auto". ABILITY COVERAGE: C. EMPLOYEES AS INSURED An "employee" of yours is an "insured" while operating a covered "auto" hired or rented The following is added to Paragraph A.1.,Who Is under a contract or agreement in that "em- An Insured, of SECTION II — LIABILITY COV- ployee's" name, with your permission, while ERAGE: CA T4 20 07 10 ©2010 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO Any"employee"of yours is an"insured"while us- (3) If a repair or replacement results in better ing a covered"auto"you don't own,hire or borrow than like kind or quality,we will not pay for the in your business or your personal affairs. amount of betterment. D. SUPPLEMENTARY PAYMENTS — INCREASED (4) A deductible,equal to the highest Physical LIMITS Damage deductible applicable to any owned 1. The following replaces Paragraph A.2.a.(2)of covered"auto". SECTION 11—LIABILITY COVERAGE: (5) This Coverage Extension does not apply to: (2) Up to $3,000 for cost of bail bonds (in- (a) Any "auto" that is hired, rented or bor- cluding bonds for related traffic law viola- rowed with a driver; or tions) required because of an "accident" (b) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed from your"employee". these bonds. 2. The following replaces Paragraph A.2.a.(4)of G. PHYSICAL DAMAGE — TRANSPORTATIONEXPENSES—INCREASED LIMIT SECTION II—LIABILITY COVERAGE: (4) All reasonable expenses incurred by the The following replaces the first sentence in Para- graph AA.a., Transportation Expenses, of "insured" at our request, including actual SECTION III — PHYSICAL DAMAGE COVER- loss of earnings up to $500 a day be- AGE: cause of time off from work. E. TRAILERS—INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- The following replaces Paragraph C.I. of SEC- curred by you because of the total theft of a cov- TION I—COVERED AUTOS: ered"auto"of the private passenger type. 1. "Trailers" with a load capacity of 3,000 H. AUDIO, VISUAL AND DATA ELECTRONIC pounds or,less designed primarily for travel EQUIPMENT—INCREASED LIMIT on public roads. Paragraph C.2.. Limit. Of Insurance, of SEC- F. HIRED AUTO PHYSICAL DAMAGE TION III — PHYSICAL DAMAGE COVERAGE is The following is added to Paragraph AA., Cover- deleted. age Extensions, of SECTION III — PHYSICAL I. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is added to Paragraph D., Deduct!- Hired Auto Physical Damage Coverage ble, of SECTION- III — PHYSICAL DAMAGE If hired "autos" are covered "autos" for Liability COVERAGE: Coverage but not covered "autos" for Physical No deductible for a covered "auto" will apply to Damage Coverage, and this policy also provides glass damage if the glass is repaired rather than Physical Damage Coverage for an owned "auto", replaced. then the Physical Damage Coverage is extended J. PERSONAL EFFECTS to autos that you hire, rent or borrow subject to the following: The following is added to Paragraph AA., Cover- age Extensions, of SECTION III PHYSICAL (1) The most we will pay for "loss" in any one DAMAGE COVERAGE: "accident" to a hired, rented or borrowed "auto"is the lesser of: Personal Effects Coverage (a) $50,000; We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (b) The actual cash value of the damaged or stolen property as of the time of the (1) Owned by an"insured";and "loss";or (2) In or on your covered"auto". (c) The cost of repairing or replacing the This coverage only applies in the event of a total damaged, or stolen property with other theft of your covered"auto". property of like kind and quality. No deductibles apply to Personal Effects cover- (2) An adjustment for,depreciation and physical age. condition will be made in determining actual cash value in the event of a total"loss". Page 2 of 3 ©2010 The Travelers Indemnity Company.All rights reserved. CA T4 20 0710 Includes copyrighted material of Insurance Services office,Inc.with its permission. COMMERCIAL AUTO K. AIRBAGS (2) Any: The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION III — PHYSICAL DAMAGE time of the"loss"; COVERAGE: (b) Financial penalties imposed under a Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnormal wear more airbags in a covered"auto"you own that in- and tear or high mileage; flate due to a cause other than a cause of"loss" (c) Security deposits not returned by the les- set forth in Paragraphs A.1.1b. and A.1.c., but sor; only: (d) Costs for extended warranties, Credit Life a. If that"auto" is a covered "auto"for Compre- Insurance, Health, Accident or Disability hensive Coverage under this policy; Insurance purchased with the loan or b. The airbags are not covered under any war- lease;and ranty;and (e) Carry-over balances from previous loans c. The airbags were not intentionally inflated. or leases. We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATION one"loss". The following replaces Paragraph A.S., Transfer L. AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us, The following is added to Paragraph AA., Cover- of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL TIONS: DAMAGE COVERAGE: 5. Transfer Of Rights Of Recovery Against Auto Loan Lease Gap Coverage for Private Others To Us Passenger Type Vehicles We waive any right of recovery we may have In the event of a total"loss"to a covered"auto"of against any person or organization to the ex- the private passenger type shown in the Schedule tent required of you by a written contract exe- or Declarations for which Physical Damage Cov- cuted prior to any "accident" or "loss", pro- erage is provided,we will pay any unpaid amount vided that the"accident'or"loss"arises out of due on the lease or loan for such covered "auto" the operations contemplated by such con- less the following: tract.The waiver applies only to the person or (1) The amount paid under the Physical Damage organization designated in such contract. Coverage Section of the policy for that"auto"; and CA T4 20 0710 ©2010 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services office,Inc.with its permission. NAMED INSURED:68068781222 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES:THE POLICY.,PLEA, CAREFULLY, BLA KET AD ITIONAL INSURED ARCHITECTS; ENGINE. ER AND URV'EYORS `Thrs:`endo.rsernent modifies.'i'nsurance provided under the fal awing:: COMMERCIAL:GENERAL LIABILITY CtJVERAGE PART A The following:Is,added to WHD lS AN 1NS1JRED INSURANCE.Meotlon LII) forahis Cover:.age {Section II} Part: Any person or organization that you agree in a B. The following: is added to :Paragraph a of 4. "contract or. agreement.requinng insurance"tom Other Insurance :In COMMERCIAL GENERAL . clude-as an additional insured on`this Coverage 'LIABILITY:CONDITIONS (Section IV} Part, but.onl with:res act to liabilit for"bodily in= y p y Y However, if you s1.pecifically agree in a"con#tact or jury"; "property damage" or "personal injury" agreement requiring Insurance"that the insurance caused, in whole or In part, by your:acts or orris= provided to an.additional insured untler this;Coo-. signs or the acts or omissions of those;acting on era Part must apply on a primary basis, .or:a: your behalf primaty`and non contributory basis,this insurance a. In the performance of your:ongoing opera= is primary to other`.insurance:that is available;to tions; such additional.insured which covers such addi'- tional insuredas a named Insuretl, and we wil not b. In connection with: premises owned. by or . rented to you;or share with the::other insurance, provided that C In ton- net lon with "your work" and included (1:} The "bodily Injury" or "property_ damage" for. within the "products completed operations which coverage i4.sought occurs; and hazard'. Z 2. The' "'persona'I injury" for which coverage is Such _person ororganization.:does not q;ua ify as sought.arises out of:an offense:comrned' an,additional insured for. "bodily injury"; ''property after you have entered into that "contract or damage`' or ''personal injury" for which :that per= agreement requiring insurance" B`ut this insur- son or o.gangq,ionhas assumed liabilltyan a con- ante'still as excess overvalid and eollectible.other tract or agreement; insurance, whether primary, excess,contingent or The insurance provided to such additional Insured on:<any.other. basis; that is°available to the insured is limited as follows: when the Insured is an additional' insured under any-other insurance, d. This-insurance:-does.:not applyan any basis to any.person.or organization for which cover= C. The following.is..added to:Paragraph 8::Transfer age as an additional insured specifically is Of Rights Of Recovery Against Others To Us added by:,another endorsement to this Coyer= in COMMERCIAL GENERAL LIABILITY CON- age Part. DITIONS(Section..IV e. This insurance does not.-:apply to ahe render a waive any rights ofrecovery we may have. ,Ingof or failure tot render-an y "professional against any person or organization because .of, services". payments we :make for "bodily injury", '`property f: The;limits;of insurance afforded to the adds= damage" or "personal injury"`arising out of"'you.r tional Insured ahall ,be the H it- which you work" performed by you, or on yo, b.,hiilf, under' agreed In that""con#tact or agreement requr a"contract or:agreement requiring Insurance"with ing nsurance"'to provide for :that adtlitional that. person or organization, 1Ne: waive these insured;,or the limits shown in the. Deciar. rights only where you have agreed to do so as° tions for :this Coverage Part,: whichever are pal-t of the "contract or agreement requiring rnsur- less. This endorsement does not increase the ance'' with such person or organization..enteretl: limits.of insurance stated; In the LIMITS OF Jot .%.: you.before, and in:effect when,the bod'i1y CG D381 09 07' .0:200.7 The Travelers_Companies,.ift Page'1 of_2 Includes.the cl p hted.matenal oflnsurance Services Office,.inc,with its:perm ssi'