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15-146 Agreement, 4Leaf Inc., Apple Campus 2 (AC2) Phase 2 building inspection services, 8-5-15THIRD AMENDMENT TO AGREEMENT 15-146 BETWEEN THE CITY OF CUPERTIN O AND 4LE AF, INC FO R APPLE CAMPUS 2 PHASE 2 BU ILDI NG IN SPECTION SERVIC ES This Third Amendment to Agreement 15 -146 between the City of Cupertino and 4Leaf, Inc , for reference dated May 16, 2018 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4Leat: Inc a California Co1poration ("Consultant") whose address is 2110 Rheem Drive, Suite A , Pleasanton , CA 94588, and is made with reference to the following: RECITALS: A. On August 5, 2015 , an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Apple Campus 2 Phase 2 building inspection services. The Agreement will expire on June 30, 2018. B. On October 20, 2016 , City and Consultant agreed to the First Amendment for Apple Campus 2 Phase 2 building inspection services. fa //'-. c...r e,,~ ~~ f,,"U-. C . On August 23, 2017 , City and Consultant agrees to the Second Amendment for Apple Campus 2 Phase 2 building inspection service5<Jz' / r"C/ ~ ~v~ ;vr,-v<-. D. The Agreement, First Amendment , Second Amendment, and Third Amendment are collectively refei-red to as th e "Agreement" unless otherwise indicated. E. 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: · l. TERM The term of this agreement shall commence on August 5, 2015 , and shall terminate on June 30, 2019, unless terminated earlier as set herein. 2. SERVICES TO BEPERFORMED Paragraph 2 of the Agreement is modified to read as follows: Consultant shall perform building inspection services, set forth in Exhibit A , which is attached hereto and incorporated herein by this reference . 3. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"-Scope of Services: Apple Campus 2 Phase 2 Building Inspection Service Estimates July I , 2017 -June 30 , 2019 4. Except as expressly modified herein , all other term s and covenants set forth in the Agre ement shall remain the same and shall be in full for ce and effect. IN WfTNESS WHEREOF , the parties hereto have cau sed thi s modification of Agreement to be executed . ATTES'I;: ~.4~ City Clerk EXPENDITURE DISTRIBUTION PO #2016-171 Account: 100-73-715 900-923 Original Contract: $347,256.00 Amendment #1: $567,531.00 Amendment #2: $524,068.00 Amendment #3: ~ ~ -/,v,?'L--1; u4~ - l-£-rL£L/. Total: $1,438,855 .00 EXHIBIT A Clly of Cupc1tlno. Appl e 2 Campus -lmpecllon Services P1elhnlnary Manpower and Cost Es Umali!!! n •. su~ 11.11.11oi, 111•f'I"""°' .\("! 11'.>•~ l ~h .. 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J I\H 015 O.U O.JS 0.15 U.l$ O.H 02$ AH 05 0.$ U Ml -'" .:I) H ~ ,IO -'? )j 1-4 H ~ 1' U U I J I.J OJ U.j Q.J ?~} 111, ?.:O :&1 HO !••) IM I~! 1;6 M U J:1 1.'I j:.c $~I ll<a .II! $I.' u.11 o .. u ou on o.:., OH o.is 1lll eu o.u U.l.1 o .. u ~o .:o .,o ):I .1.t -'! "~ .tl .. .. 11 H $6 '"' UJ.,H $\lJU T<1l1l t:,llnt11t,l t.·w<h ; B!t,e/,1 11~10: nE·t·w1.fomt:1lautu1. 0 1x:.. O!bcr Du«t c,~u. su,u,;l..r4r"s<1.,.t.t:fr"'•.,,..1r,,1,,,N1",;,;;(,i..,,,, lt,i,1,h1J.lci11<>d,mi:IA1v,1e ,vrr,;:11,Jc.~1. r.-, t<f\i :o f,,r .\t:! r1tu1 2. 11;, ,,um,it i, 1,1 1hr line r,:n,,,J« ,.,,._ !01111~""-'•Jw.... !OIi. 11,c •c ,u,i;« '" ..._.,·,.,.JII:.: iri1lllc,d1u1c,od1im,r:n,..ir1,,i,,.,.IJ·rr"•iJ.:J1.>1h.:Ci1r.l1'i•1<l>:Jal,iii111<....S.J 1.,,i,.,,,·-,.,""'•nJ.:uunlill1 .. ,1•:l"'·i:i ••,.'f'<.,\11y...,_.,,,,.,r,..,tnhMilfrl'I,~ d,, .,..r..iitl~, li,1:J ., • ..,., .. m ,c-)Ud: ..J\·,n:cJ .. ,iu,11 ulh,.,oilJli"' frOffl 11.c Ci1,··, L'11i,fn,,~.t.n, i)fli,ill r.fl<'I .., ,,.., .. ,.._, ...... ,,. ,'f .u.)' ",l.ili..'IUI u ni:«. C,·c.•wlf,n1,UU '""°'ll If lbr o,iifll•it.ii,,1 oifl:i,r, "'iw"L4 d<1,u1:J ,.,iu:n ~..,.,..,. in;l>Jill 1 ~ J ,1,,ifti"ll <.fill: '''l'' ,1 ,JJ.~"'"'""i<n. ,d,.JJc • .mJ .,..-~,J nl\l,..,·,,. .,..,,r:n•>ti"" llE.\F J,,., ,ut c,•r;<t,I ••·•~•Ul<41 ,,.,.n, u J r.a,lf,~J, ,nJ "iU ,,,.i n ,U i~•f"<li,., l<'l"'•I• r,, Jitt;1;.,.., ,,f th: C'i13,·,.f Cuf"lli""'- EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consu ltant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertis ing injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 OJ (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-in surance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned , hired, and non-owned autos) wit h limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services . OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council , officers, officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liabiiity coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 IO (11 / 85) or both CG 20 IO and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insmance. Any in surance or self-insurance maintained by City, its officers, offic ial s, employees, or volunteers shall be excess of Consu ltant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or IO days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insuran ce policies required herein. Specificall y, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. T his provision app li es regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M . Best Rating of A-Vil, or better. Verification of Coverage Consultant must furnish acceptab le insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of comp lian ce at any time duringthe Contract term . S ubcons ultants Consultant shall require and verify that all subconsu ltants maintain insurance that meet the requirements of this Contract, includin g naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to c overage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Ex h. D-lnsurance Require ments.for Design Professionals & Co nsultants Co ntracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) i..,_....-,· 4/4/2018 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RI GHTS 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 ADD ITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIO N IS WAIV ED, subject to the terms and conditions of the policy, certain poli cies may require an endorsement. A statement on this certificate does not confer rights to the certific ate h older in lieu of such endorsement(s). PROD UCER ~~~i~cT Cert Team Granite Professional Insurance Brokerage Inc. . r..tJgN~o,_~~••· 925-462-8400 I rt~ No l: 925-462-8888 6600 Koll Center Parkway #100 Pleasanton CA 94566 fifD~~ss : certrequest@oraniteins.com INSURER(S) AFFORDING COVERAGE 1 NAIC # INSURER A : Travelers Prooertv Casualtv Comoanv of America ! 25674 INSURED 4LEAlhiC-01 INSURER s: State Compensation Insurance Fund (SCIF) ! 35076 4LEAF Inc. INSURER C: National Union Fire Ins. Co PA I 1944_~ 2126 Rheem Drive Pleasanton CA 94588 INSURER o : Evanston Insurance I 35378 INSURER E: West Ame rican Insurance Com onv i INSURER F: I COVERAGES CERTIFICATE NUMBER: 1004723845 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 THI S CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. '"""' 'ADDLjSUBR i POLICY EFF I POLICY EXP I L TR i TYPE OF INS URANCE ! '"~" 1 IA'Vn ' POLICY NUMBER IM M/DD/YYYYl IMM/00/YYYYI i LIMITS A I X ! CO MMERCIAL GENERAL LIABILITY i Y i Y esooJ25e720 4191201a / M9t2orn ~OCCURRENCE s2.ooo.ooo ~ CLAIMS-MADE~ OC CUR ! SES fEa cc~urrence \ . $1 ,000,000 ~ 'XI ... 1 1 i 11 G=E-;TO~RE=N=re=D--+--------< ; l ! ' I MED EXP (Any on e person ) S 5.0C,J ~J I I 1' ! I PERSONAL&ADVINJURY I $2 .000.00 0 ---- ! GEN'LAGGREG ATE LIMIT APPLIES PER: / , j l GENERAL AGGREGATE . $4,000.00;---·-m POLICY o PRO,: n wc : i 1;~~DUCT~-COMPIOPAGG $4 .000.000 ··- f---i JEC. L.._J I ... i I --! ! OTHER : ; ! i i S E j AUTOMOBILE LIABILITY j Y I Y ! SAW (1 9) 58€0<3441 4 /S/W l 8 I 4/9i2 01 9 l,&~~~~~~1~1NGLE LIMIT s 1 oon.ooo ~ ANY AUTO I i I i I BODILY INJURY (Pe r person) $ j I ~b';-gtNED n is~g~uLED / .,I i:.'' ! i BOD IL y INJURY (Per accident} I $ !, X ,,; HIRED AUT"S :x i NON-OWNED ' I Ii i PROPERTY DAMAGE ! I $ 'i~,.; '..1 ~ AUTOS ! ! ,J~r'-'a"'c,,,.c:id,00=111,.,.) _____ -t--------l i i i $ C i ' UMBRELLA LIAS ~ OCCUR j N i N I EBU 014229474 419120 18 i 41912019 EACH OCCURRENCE S 5 .000.000 I X ! EXCESS LIAS I ! CLA IMS-MAD~ 1,· I ! 'AGGREGATE i $5,000 ,0C-O i i OED I X I RETENTIONS N ! i I I i $ B 'WORKERS COMPENSATION ; i N 9009868 419/2018 I 4/9/2019 ~ I ~f~TUTEJ I ~~TH------- 1 AN D EMPL OYERS' LIABILITY y /NI I - i ANY PROPRIET OR/PARTNEPJEXECUTIVE D ' ; E.L. EACH ACCIDENT $1.000.000 I i;::~~;:7;~~~1~~~ EXCLUDED'/ / NI A/ ; . , f b . 1 , ., , E.l. DISEASE · EA EMPLOYE -~_!.,g~OQ?_ ------------ j hi;~~rtto~ cl't;PERA TIONS below , , I E.L OISE.ASE · POLICY LIMIT ! $ 1.000.000 D j Professional Uahility ! I I Ml<LV7PLC003105 / I 4/11;201s l 4111120 19 j Eaci, Claim ! Ann ua[ Aggregate I Retent,on 2.C0 0.000 2 .000.000 50.000 DESCRIPTION OF OPERAT IONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedu le, may be anached if more space is required) All operations of the named insured. Certificate holder is named as additional insured to General Liability and Automobile Liability policies per attached endorsements CGD3810915 and CA 88100113. Waiver of subrogation applies to General Liability per endorsement CGD3810915. Waiver of subrogation applies to Auto Liability per endorsement CA88100113. Additional Insureds: City of Cupertino , its City Council, boards and commissions, officers, employees and volunteers. CERTIFICATE HOLDER City of Cupertino Attn: Aarti Shrivastava 10300 Torre Avenue Cupertino CA 95014 ACORD 25 (2014/01) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVIS IONS. © 1988-2014 ACORD CORPORATION. A ll r ights reserved. The ACORD name and logo are registered marks of ACORD Policy Number 6800J268720 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract re quiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services" .. g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the ''written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 0915 © 2015 The Travelers Indemnity Company. All rights reserved . Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., wllh its permission i L f f i p l· I f / • f ' r ' l' I r r, r I ~ COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS : We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization . We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury'' offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period . Page 2 of2 © 2015 The Travelers Indemnity Company. All rights reserved. CGD3810915 Includes the copyrighted material of Insurance Services Office, Inc., with Its permission Policy Number BAA 1856458228 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSE ME NT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL IN SURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, Cl.AIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO , VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE· BROADENED COVERAGE 10 GLASS REPAIR· WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTfON II • LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II· LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during th e policy period. However, "insured'' does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock . Th is automatic coverage is afforded only for 180 days from the date of acq uisition or formation. However, coverage under this provision does not apply: (1) If there is simila r insurance or a self-insured retention plan available to th at organization; © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrigh ted material of Insurance Services Office. In c., with its permissio n. Page 1 of 7 0 -= -==== -;;;;;;;;;;;;;;; - -- ;;;;;;;;;;;;;;; (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "emp loyee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission , while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II -LIABILITY COVERAGE , paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect .to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "p roperty damage" cause d by an "accident" which takes place after you executed the written contract or agreement , or the permit has been issued to you ; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (includ ing bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection , the following provision is added: SECTION II -LIABILITY, exclusion 8 .5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage , and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own , then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or © 2013 Liberty Mutual In su rance CA88100113 Includes copyrighted material of Ins ura nce Services Office, In c., with it s permission. Page 2 of 7 c b. Your "employee" hi res or re nt s und er a written contract or agreemen t in tha t "empl oyee 's" name, but onl y if the damage oc cu rs while the vehicle is being used in the conduct of your business, subject to th e following limit and dedu ctib le: A. The most we will pay fo r "lo ss" in any one "acc id ent" or "l oss " is the smallest of: (1) $50,000; or (2) The actual cash value of th e damaged or stole n pro perty as of the time of th e "loss"; or (3) The cost of repairing or rep laci ng the damaged or sto len property with other property of like kind and quality , min us a deductible. B. T he ded uctib le w ill be equ al to th e largest deductible app li ca ble to any owned "a uto " for that coverage. C. Subject to the li mit, ded uctible a nd exces s provi sions described in this provision, we w ill provide coverage equal to the broadest coverage applicable to any cove red "auto" you own . D. Subject to a maximum of $1,000 per "accident", we will also cov er the actual los s of us e of the hired "auto" if it results from an "acc ident", you are legally liable and the lesso r incurs an actual financial lo ss. E. Th is coverage extension does not app ly to : (1 ) Any "auto" that is hired, ren ted or borrowed with a driver; or {2} Any "auto " that is hired, ren ted or borrowed fro m yo ur "employee". For the purposes of this prov ision, SECTION V -DEFINITIONS is amended by ad di ng the following: "Total lo ss" means a "loss" in which the cost of repairs plus the sa lv age value exceeds the actual cash val ue. 7. TOWING AND LABOR SEC TION Ill -PHYSICAL DAMAGE CO VE RAGE, paragraph A.2. Towin g, is amended by the addition of the followi ng: . We will pay towing and labo r costs incurred. up to the limits sh own be low , each time a covered "auto" classified and rated as a priva te passenger type, "light truck" or "medium truck" is dis- ab led: a. Fo r private passenger type vehicles, we will pay up to $50 per disablement. b. For "l ight trucks ", we will pa y up to S50 per di sab lement. "Lig ht tru cks " are trucks that have a gross vehicl e weight (GVW) of 10 ,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks th at have a gross ve hicle weight (GVW) of 10 ,001 -20,00 0 po unds. However, the labor must be performed at the pla ce of disa bleme nt. 8. PH YSI CAL DA MA GE -ADDITION AL T RANSPORTAT ION EX PENSE COV ERAG E Paragra ph A.4.a., Co verage Exten si on of SECTION Ill -PHYSICAL DAMAG E COVERAGE , is am end- ed to provide a li mit of $50 per day and a max imum lim it of $1,500 © 2013 Liberty Mu tua l Insurance CA 88 10 01 13 Includ es copyrigh ted material of Insurance Services Office, Inc., with its permission. Pag e 3 o f 7 0 ~ N -= 9. RENT AL REIMBURSEMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE , A. COVERAGE , is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f . No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION Ill • PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you . The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following : If you have purchased Comprehensive Coverage on this . policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following : For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, 8. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible app licable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: © 2013 Liberty Mutual Insurance CA 88 10 01 13 Inclu des copyrighted material of Insurance Servi ces Office , Inc .. with its permission . Page 4 of 7 0 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits aud io, visual or data signals. whether or not designed solely for the reprodu ction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "a uto"; or If the "loss" occurs solely to audio, visua l or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair . return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Para graph C., LIMIT OF INSURANCE of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amo unt of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b . Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, He al th, Accident or Disability Insurance purchased with the loan or lea se . d. Transfer or rollover balances from previous loans or leases. e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposi ts not refunded by a lessor, h. All refunds payable or paid to you as a resu lt of the ea rly termination of a lea se agreement or as a result of the ear ly termination of any warranty or extended service agreement on a covered "auto", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V -DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total lo ss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments tha t are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2013 Liberty Mutua l In sura nce CA88100113 Inclu des copydg ht ed material of Insurance Services Office, Inc., witl1 its pe rmission. Page 5 of 7 0 " 0 -= --- 15. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced . 16. PARKED AUTO COLLISION COVERAGE {WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by coll ision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by th e manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION Ill PHYSICAL DAMAGE COVERAGE , if two or more company policies or coverage forms apply to the same accident, the followi ng applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smalle r {or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller {or smallest) ded uctible ; or c. If the loss involves two or more Business Auto co verage forms or policies the smaller (or smallest) deductib le will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards , exposures or material facts existing as of the inception date o r renewal date of the Business Auto Coverage Form , the coverage afforded by this policy will not be prejudiced . However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19 . AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV -BUSINESS AUTO CONDITIONS , parag raph A.2.a . is replaced in its entirety by the following : a. In the event of "accident", claim, "suit" or "loss", yo u must promptly not ify us when it is known to : 1. You, if you are an individual; 2. A partner, if you are a partnership ; 3. Member, if you are a limited liabili ty company; 4. An executive officer or the "employee" designated by the Named Insured to give such noti ce , if you are a corporati on . © 201 3 Liberty Mutual In suran ce CA88100113 Incl udes copy righ ted material of Insurance Services Office , Inc., with its permission. Page 6 of 7 c To the extent possible, notice to us should include: (1) How , when and whe re the "accident" or "loss" took place; (2) Th e "insureds" name and address; and (3} The names and addresses of any injured persons and w itnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSINESS AUTO CONDITIONS , paragraph A.5 ., Transfer of Rights of Recovery Against Others to Us , is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss'', our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period , Coverage Territory, is amended by the addition of the follo wing: f. For "autos" hired 30 days or less, tl1e coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the me rits, in the United States, the te rrit ories and possessions of the United States of America. Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired , leased, rented or borrowed with a driver. SECTI ON V • DEFINITIONS is amended as follows: 22. BOD!L Y INJURY REDEFINED Under SECTION V -DEFINT IONS, defin ition C. is replaced by the following : "B odily injury" means physical injury, sickness or disease sustained by a person , including mental anguish, mental in jury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. -CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will ma il to the first Named Insured written notice of cancellation at least 60 days before the effecti ve date of cancellation. This provision does not apply in th ose states which require more than 60 days prior notice of cancella- tion . © 2013 Lib erty Mutual In surance CA8810 0113 In c ludes copyrighted mat er ial of Ins urance Servi ce s Office, Inc., with its permiss ion. Page 7 of 7 SECOND AMENDMENT TO AGREEMENT 15-146 BETWEEN THE CITY OF CUPERTINO AND 4LEAF2 INC FOR APPLE CAMPUS 2 PHASE 2 BUILDING INSPECTION SERVICES This Second Amendment to Agreement 15-146 between the City ofCupe1iino and 4Leaf, Inc., for reference dated August 23, 2017, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4Leaf, Inc., a California Corporation ("Consultant") whose address is 2110 Rheem Drive , Suite A , Pleasanton , CA 94588 , and is made with reference to the following : RECITALS: A. On August 5, 2015, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Apple Campus 2 Phase 2 building inspection services, which shall terminate on June 30, 2018. B. On October 20, 2016, City and Consultant agreed to the First Amendment for Apple Campus 2 Phase 2 building inspection services. C. The Agreement and the First Amendment are collectively refeITed to as the "Agreement" unless otherwise indicated. D . City and Consultant desire to modify the Agreement on the te1ms and conditions set f 011h herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. SERVICES TO BE PERFORMED Paragraph 2 of the Agreement is modified to read as follows: Consultant shall perfo1m building inspection services, set f011h in Exhibit A, which is attached hereto and incorporated herein by this reference . 2. COMPENSATION TO CONSULTANT Paragraph 3 of the Agreement is modified to read as follows: Compensation shall be increased by this amendment in the amount not to exceed $524,068 for Phase 2 Building Inspection for a total contract amount not to exceed $1,438,855. 3. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"-Scope of Services: Apple Campus 2 Phase 2 Building Inspection Service Estimates July 1, 2017 -June 30, 2018 4. Except as expressly modified herein, all other te1ms and covenants set fo1ih in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the paiiies hereto have caused this modification of Agreement to be executed. EXPENDITURE DISTRIBUTION PO #2016-171 Original Contract: Amendment #1: Amendment #2: Total: CITY1 By_hL-~~::.__-4-1-r-=:==:=----- Title --=~!.,---'-r'.Jl!l!J!..J.::::q.<.L_ ___ _ Date -~-t<--+-+----'-f'--------- City Attorney Account: 100-73-715 900-923 $347,256.00 $567,531.00 $524,068.00 $1,438,855.00 4t 4LEAF. INC. City of Cupertino -Apple 2 Campus -Inspection Services Preliminary Manpower and Cost Estimate 2017 Task I July. I A ug I Se pt. I Oct. I Nov. I Dec. On-Site Building Insp ec tions AC2 Phase 2 Ma in Building, Theatre, Fitness Center, Central Plant, & Parking Structure Pro vided on Separate Estimate On-Site and Off-Site PW In spec tion s Closed LEAD INSPECTOR Estimated FTEs Estimated Hours Estimated Cost (expressed in Thousands of$) ASSISTANT INSPECTORS Estimated FTEs Estimated Hours Estimated Cost (expressed in Thousands of$) ADM INISTRATOR Estimated FTEs Estimated Hours Estimated Cost (expressed in Thousands of$) PW RESIDENT ENG INEER (Separate) Es tim ated FTEs Estimated Hours Estimated Cost (expressed in Thousands of$) PW INSPECTO R (Separate) Estimated FTEs Estimated Hours Estimated Cost (expressed in Thousands of$) OFFICE ENG INEER Estimated FTEs Estimated Hours Estimated Cost (expressed in Thousands of$) PROJECT MANAGEMENT Estimated FTEs Estimated Hours Estimated Cost (expressed in Thousands of$) A llowance for Overtime (20%) Overages from Previous Co ntract Notes : 0.25 40 $6 1.5 240 $28 0 0 $0 0 0 $0 0 0 $0 0 .25 40 $6 0 0 $0 0.25 0.25 0.25 46 40 44 $6 $6 $6 1.5 1.5 1.5 276 240 264 $33 $28 $31 0 0 0 0 0 0 $0 $0 $0 0 0 0 0 0 0 $0 $0 $0 0 0 0 0 0 0 $0 so $0 0 .25 0 .25 0.25 46 40 44 $6 $6 $6 0 0 0 0 0 0 $0 $0 $0 Hourly costs are fixed per contract negotiation. No escalation wi ll occur beyond Jul y 2016. FTE -Full -Time Equivalent. ODCs -Other Direct Costs. See attached Fee Schedule for hourly rates and basis of charges. 0.25 0 .25 40 40 $6 $6 1.5 1.5 240 240 $28 $28 0 0 0 0 $0 $0 0 0 0 0 $0 $0 0 0 0 0 $0 $0 0.25 0.25 40 40 $6 $6 0 0 0 0 $0 $0 2018 Jan I Feb I Mar. I Apr. I May I Jun e I 0.25 0.25 0 .25 0.5 0.5 0 .5 42 38 44 84 92 84 $6 $6 $7 $13 $14 $13 0.5 0.5 0.5 168 152 176 84 92 84 $2 1 $19 $22 $1/ $/2 $11 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 0.25 0.25 0.25 0 .25 0.25 0.25 42 38 44 42 46 42 $6 $6 $7 $6 $7 $6 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 Total Est im ated Costs: 634 $92,281 2,256 $271,5 14 0 $0 0 $0 0 $0 504 $72,92 7 0 $0 $87,345 so $524,068 This schedu le is to demonstrate our projected costs for services for AC2 Phase 2. Thi s estimate is for th e tim e period of Jul y, 2017 through June, 2018. These services are beyond the initia l estimate and time period previously provided to the City. This schedule is intended to show our current understanding of th e project scope. Any hours or staffing in addition to the quantities listed above wi ll requ ire advanced written authorization from th e City's Chief Building Official prior to commencement of any additional services. Consu ltant shall submit , at the Chief Building Official's request, a detailed written proposal including a description of the scope of additiona l services, sc hedule, and proposed maximum compensation. 4LEAF does not control con tra ctors means and methods and wi ll serv ice all in spection req uests per direction of th e City of Cupertino. No Construction Schedules were provided to 4LEAF. 8/3/2017 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND 4LEAF, INC. FOR APPLE CAMPUS 2 PHASE 2 BUILDING INSPECTION SERVICES This First Amendment to the Agreement between the City of Cupe11ino and 4LEAF, Inc., for reference dated October 20 , 2016 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4LEAF , Inc., a California Corporation ("Consultant") whose address is 2110 Rheem Drive, Suite A , Pleasanton, California 94588 , and is made with reference to the following: RECITALS: A. On August 5 , 2015 , an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Apple Campus 2 Phase 2 building inspection services. B . City and Consultant desire to modify the Agreement on the terms and conditions set fo11h herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. SERVICES TO BE PERFORMED: Paragraph 2 of the Agreement is modified to read as follows: Consultant shall perform building inspection services , set forth in E x hibit A , which is attached hereto and incorporated herein by this reference. 2 . COMPENSATION TO CONSULTANT: Paragraph 3 of the agreement is modified to read as follows: Compensation shall be incre,, ed by this amendment in the amount not to ex ceed $567 ,531 for Phase 2 Building fnspectio r for a total contract amount not to exceed $914 ,787. 2. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a . Exhibit "A ,"-Apple Campus 2 Inspection Services Estimates (August 1, 2016 - June 30, 2017) 3 . Except as expressly modified he rein , all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNE SS WHEREOF , the patties hereto ha ve caused this modification of Agreement to be executed. By-+-=.~--=---.__,.L;fnr-J':::;_ __ Title President Date 11/10/16 EXPENDITURE DISTRIBUTION PO # 2016-171 100-73-71 J 900-923 MUNICIPAL CORPORATION ~;:~i i"tt RECOMMENDED FOR APPROVAL: ~ft:e ~J1t~~ APE AS TO FORM: ~ City Attorney ATTEST: City Clerk $347 ,256.00 -+-\~o,".l-Y~-9(., $567 ,531.00 :: 'i.Jle,1-ili -D'i $914 ,787 .00 Exhibit A -4LEAF, INC. ENGINEERING • CONSTRUCTION MANAGEMENT • INSPECTION • PLAN CHECK Job# J1848 J1848 J1860 J1866 Albert Salvador, P.E ., CBO Chief Building Official 10300 Torre Ave Cupertino, CA 93014 September 7, 2016 RE: Apple Campus 2 Inspection Services Estimates (August 1, 2016 -June 30, 2017) Dear Mr. Salvador, We wanted to first say thank you for the opportunity to serve the City of Cupertino on the Apple Campus 2 (AC2) Project. We feel our partnership with the City has made for a very success project thus far and we hope to continue providing the same level of exemplary service the City has come to expect. We feel it is best to recap where we are today in hopes of providing an accurate accounting of the current contract and to propose an estimate and fee schedule to complete the project that has gone beyond the initial 31 Month estimate. Recap: In December of 2013, 4LEAF was awarded a Professional Services contract to provide Building and Public Works Inspections on behalf of the City of Cupertino . Based on the information provided by the City through the successful RFP process and subsequent information, the City of Cupertino requested a budget to include 31 Months of inspection and project administration services to cover January, 2014 through July, 2016. The Agreement was executed in February, 2014 and the contract term is valid through December, 2017. Phase 1 In January, 2014, 4LEAF proposed and wa s granted a contract from the City of Cupertino in the amount of $9,431,390 to cover the 31 month period. 4LEAF was also granted two small er contracts to cover other items not addressed in the RFP including a $54 ,000 contract for the Sound Wall , Batch Plant, and Demo Inspections and a contract for Temporary Facilitie s in the amount of $56 ,000. 4LEAF also rece ived an increase in budget for an expanded scope of service s fo r the Public Works Department in the amount of $933 ,712 in May, 2015. Here is the current co st accounting for the entirety of the 31 month budget : Project Contracts Budget Per % Of Budget Total Billed Remaining Status Contract Complete To Date Budget AC2 Building Inspection $8 ,310,998 87 .29 % $7 ,255 ,037 $1 ,055,961 Open AC2 Public Works In spe ction $2 ,054 ,104 109 % $2,233,125 ($179 ,021) Open AC2 Sound Wall , Batch , Demo $54,000 64.12 % $34,625 $19 ,375 Clo sed AC2 Temp Fac i lities $56,000 90 % $50,668 $5,332 Clo sed TOTALS 10,475,102 91.39% $9,573,455 $901,647 21 1 0 RHEEM DRIVE, SUITE A • P LEASANTON, CA 94588 • PHONE (925) 462-5959 • FAX (925) 462-5958 -4LEAF, INC. ENGINEER I NG • CONSTR UCT ION MANAGEMENT • I NSPECTION • PLAN CHECK 4LEAF has provided the City a monthly summary report of all accounts as part of our invoicing procedures. Although we haven't been formally notified, we understand that the AC2 project is behind its anticipated 31 Month construction schedule. Per the City's request, 4LEAF has prepared a budget for the anticipated 11 Months to include September 1, 2016 through June 30, 2017. 4LEAF has utilized the current fee schedule and terms and conditions that exist in our Agreement. We have not provided a budget for August as the month is complete and we currently have a budget surplus. Phase 2 In August, 2015, 4LEAF was awarded Phase 2 of the AC2 project. With limited information and scope , 4LEAF proposed and was granted a contract for $347,256. Here is the current cost accounting for the Phase 2 Project: Job# Project Contracts Budget Per % Of Budget Total Billed Remaining Contract Complete To Date Budget J1865 AC2 Phase 2 $347 ,256 141% $490,016 ($142 ,760) TOTALS $347,256 141% $490,016 ($142,760) 4LEAF has provided: • Estimate of fees for Phase 2 including breakdown of Full Time Equivalent (FTE) count by staff type per each month of construction . and supporting parking structure . Phase 2 includes Research and Development Buildings • Current Fee Schedule and Basis of Charges, including terms and conditions. Not Included: • Invoice for August, 2016 (Pending) 21 1 0 RHEEM DRIVE, SUITE A • PLEASANTON, CA 94588 • PHONE (925) 462-5959 • FAX (925) 462-5958 -4LEAF, INC. ENG I NEERING • CONSTRUCTION MANAGEMENT • INSPECTION • PLAN CHECK We look forward to the opportunity to continue to serve the City of Cupertino. Should you have any questions, I may be reached on my office phone at (925) 462-5959 or by cellular phone at (925) 580- 4055. You may also reach me at ctole@4leafinc.com. Sincerely, 4LEAF, Inc. ----- ------: -----.--) Craig Tole Director of Development Services/Principal Project Manager 21 1 0 RHEEM DRIVE, SUITE A • PLEASANTON, CA 94588 • PHONE (925) 462-5959 • FAX (925) 462-5958 • 4LEA.F', INC. City of Cupertino -App le 2 Ca mpus -In spect ion Servic es Prelim i nary Manp ow er and Cost Esti mate 2016 2017 T as k July. Au g Sept. Oct. No ,•. Dec. J im Feb Mar. A11r. M1ty June On-S il e Buildini: lm pccCio ns AC2 Phase 2 Main Builtlini;, Theatre. Filnc,s Center, Cc ntrnl Phinl, & Parkin1,: St r uctu re ProvidcJ on Separate Estim :l!c On-S it e ,mt! Off-S il e PW lnsJ)ccl io ns Prov1dcJ on Separate Esti mnlc LEAD INS PEC rOR Estim:11cd FTEs Estima lcd Hours Estun:ilcd Cost (cxpn::sscd in Thousand:; of$) ASS ISTA NT INSPECTORS Escinw tcd FTEs Estimated Hours Est im :1 1cd Cost (expressed m Thous:mds of S) Al)i\'I INI STRATOR Estimated FTEs Estimalcd I-l ours Es 111na1cd Cos l (cxprcss.:d in Tho11s:111ds of$) PW RE S IDENT ENGlNEER (S c1rn ralc ) falmlatcd FTEs Es1imatcd Hours Estimated Cos t (expressed in Thousands of$) PW INS PECTOR (Sc p11rntc ) Esti mated FTE.,; fa1ima 1cd I-lours Estim:itcd Cost (ex pn::sscd in Thousands of$) OFFIC E ENG INEER Est1ma1cd FT Es Es1ima 1cd Hours Est 1111:ited Cost (expressed in Thou:mnds of $) PRO.IECT MA NAGEM.ENT Estima ted FTEs Estunatcd Hours Estimated Cosl (ex pressed in Thousands of$) All owance for On:nimc (ISo/e) On-riiACS from Prcviou., Co nlrnl·t so so 0 0 so 0 0 so so so so = = = = =1= = = = 46 •12 42 40 42 42 38 46 40 S6 S6 S6 56 S6 S6 S6 S7 St, l.5 276 SJJ so '" 0 so ().15 46 S6 so 1.5 252 SJO 0 so u so 0 0 so 0.25 42 s, so l.5 LS 2S2 240 168 SJO sis S10 so so so so so so 0.2s o.~s 42 s, 0 so 40 S6 so SU so so o.,5 42 S6 0 0 so 168 S2/ 0 0 so 0 so so o.,s 42 S6 0 0 so 152 S19 so so so 0.25 38 S6 0 0 so 0.5 92 S/1 so u so II so 0.25 46 S1 0 0 so 0.5 80 S/0 0 0 so so so 0.25 •IO S6 0 0 so o.,5 0.25 46 44 S1 51 o.s 0.5 92 88 S/1 Sil 0 () 0 0 so so 0 0 0 0 so so so so 0.25 0.25 46 44 S1 S1 0 0 0 0 so so Totul Eslinmlcd Cosh: Notes: Estnnatcd costs mdudc 6% An nual Escal:itio11 fr,r hourly rntcs for Years 2016 and 20 17 FTE • Full -Tune Eq uivalent O[)C1; -Other Dtrccl Costs Sec atwchcd Fee Schcduk for hourl y rntcs :mJ basis of charges. 468 S67,888 1.860 s 22.i,2011 so so so 468 $67,888 SU sr..i.196 S U 2,760 S%7,531 This scl1cd11 lc is to Jc111ons tr:i1c our projec ted costs for services fo r AC: Phase 1. Th is estima te is for the lime pcrioJ of August. 2016 through .lu ne. 2017 . Th c:-c se rvices nrc beyond the initwl eslunatc :md time 1x:riod previously provided 10 lhc City . ·11 1is schedule is int ended 10 show our current underst:indi ng of the project scope. Any hours or staffing in addition to the <Jtmntities I isled nlxwe will require adv:mccd wrincn authonza11on from the City·s Chief Bui lding Onici:11 prior to commcnccmcnl of any :1ddi1 1on:1l services. Consultnnt sha ll submit, al lhc Chief Building Offici;il's req uest. a dc t.iilcd written prnpos:i l inclu dmg a descrip lion of the scope of addi tional services, schedule. and proposed ma:,,:imu rn compe nsa tion. 4LEAF docs m)t ct"lntrol con 1ractors mca11s and me thods um\ will service all inspection re quests pe r direction of the City t"lf Cupertino. Overages in the amr,u nt of $142.760 arc shl)Wll :ib1ive lo rcllccl lime and matcri:1ls spe nl uhovc the cs!imated am oun t. No Constructin11 SchcJules were pnwiJcd 10 4LEAF. 917/2016 4LEAF, INC. E NGINEERING • C ONSTRUCT ION M ANAGEMENT B UILDING I NSPEC TION • P LAN C HECK INSPECTION FEE SCHEDULE & BASIS OF CHARGES FOR APPLE CAMPUS 2 Field Services* Lead Inspector Assistant Inspector Plan Reviewer Public Works Resident Eng ineer Public Works Inspector Office Engineer Project Administrator Office Services* Principal (Direct Charge only) Project Manager (Direct Charge only) Other Direct Charges* CA Code Book Library** (if provided by 4LEAF) Site Vehicle s ** Personal Computer** Field Tablet and/or Mobile Assistant** GoFormz software** Per sona l Protective Equipment (PPE)** Internet Access (MIFI, WIFI , or 3G)** Office or Administrative furnishings and consumables** *All Fees Subject to Basis of Charges **If provided by 4LEAF BASIS OF CHARGES • All time and materials invoices will be submitted monthly. $ 125 per hour $ 105 per hour $ 157 per hour $ 224 per hour $ 175 per hour $ 125 per hour $ 74 per hour $ 250 per hour $ 250 per hour $1,200 each $1,000 per month each $ 1 per hour surcharge $ 1 per hour surcharge $ 25 per month per user Cost+ 20% Cost+ 20% Cost+ 20% • Work is subject to 4 hour minimum charges unless sta ted otherwise. Services billed in 4 hour increments . • Overtime and Premium time will be charged as follows: Regular time (work begun after 5AM or before 4PM) Night Time (work begun after 4PM or before 5AM) Overtime (over 8 hour M-F or Saturdays) Overtime (over 8 hours Sat or 1 st 8 hour Sun) Overtime (over 8 hours Sun or Holidays) 1 x hourly rate 1.125 x hourly rate 1.5 x hourly rate 2 x hourly rate 3 x hourly rate • All work with les s than 8 hours rest between shifts will be charged the appropriate overtime rate . • Mileage and/or travel cost and travel time will be charged from site for all offsi te work . • All billable expenses will be charged at cost plu s 20 %. • All r ates are subjected to annual escalation of the grea ter of 6% or the CA CPI each January 1st . • Payment due on receipt. All payments over 30 days will be assessed a 1.5 % interest charge. Fee Schedule and Basis of Charges for the Apple Campus 2 Proj ect Page 1 of 1 January 3, 2014 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND 4LEAF, INC., FOR APPLE CAMPUS2 PHASE 2 BUILDING INSPECTION SERVICES THIS AGREEMENT, is entered into this 5th day of August, 2015, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and 4Leaf, Inc., a California corporation whose address is 2110 Rheem Drive, Suite A, Pleasanton, California 94588 (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 perfonn 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 building inspection services for Apple Campus 2 Phase 2 upon the terms and conditions herein. NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on August 5, 2015, and shall terminate on June 30, 2018, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A" 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 not to exceed THREE HUNDRED FORTY SEVEN THOUSAND, TWO HUNDRED FIFTY SIX dollars ($347,256.00) 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 commensurate with the prevailing standards of like professionals in the San Francisco Page 1 oflO 4Leaf, Inc. AC2 Phase 2, B-5-15 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 (IRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against 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 IZI 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 hannless 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 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 Page 2 oflO 4Leaf, Inc. AC2 Phase 2, 8-5-15 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 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 Page 3 oflO 4Leaf, Inc. AC2 Phase 2, 8-5-15 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 means fifty 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 confonnity 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 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 Page 4 oflO 4Leaf, Inc. AC2 Phase 2, 8-5-15 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, 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 Page 5 oflO 4Leaf, Inc. AC2 Phase 2, B-5-15 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 tenninate 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 a fiscal 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 TO CONSULTANT: 4Leaf, Inc. 2110 Rheem Drive, Suite A Pleasanton, CA 94588 Attn: Gene A. Barry, P.E. 4Leaf, Inc. AC2 Phase 2, 8-5-15 Page 6 oflO 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 perfonnance 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. 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. Page 7 oflO 4Leaf, Inc. AC2 Phase 2, 8-5-15 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 4Leaf, Inc. AC2 Phase 2, 8-5-15 CITY O~ UPERTINO A M niip 1 Cor:poration , i I~ By . ~· ~ Title c. 7;. VL:v,iwv---· Date S--~ c,--rt· lZl Over $175,000-Council Approval Required 0 Over $45,000-Department Head Approval Required 0 Up to $45,000-Designated Supervisor Approval Required RECOMMENDED FOR APPROVAL AH4d~~ City flO ATTEST: Exhibits: (Check box for exhibits that apply to this contract and attach) IZl Exhibit "A" -Scope of Services and Compensation D Exhibit "B"-Schedule of Perfonnance D Exhibit "C" -Compensation IZl Exhibit "D" -Insurance Requirements and Proof of Insurance D Exhibit "E" -Mandated Reporting Acknowledgement D Exhibit "F" -Background/Fingerprint/TB Declaration D Exhibit "G"-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H" -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT PO #2016-171 Account#: 100-73-715 900-923 Contract Amount: $347,256.00 Page 9of10 4Leaf 1 Inc. AC2 Phase 2, 8-5-15 4LEAF, INC. ENGfNEF."'1NG • CONSTRUCTION MANAG!;:ME:NT Bun.DING INSPli:CTION • Pl.AN CHECK Exhibit A Scope of Services and Compensation -New Apple Campus 2 -Phase 2 Scope of Services: 4LEAF, Inc. "Consultant" shall provide inspection services for the Phase 2 project for the New Apple Campus 2. The buildings include a parking garage and office buildings for research and development. The inspection team(s) shall partner with all those involved with the project, including the Architectural and Structural design team, the Contractors, the Special Inspection firm, the City, and all other Agencies having jurisdiction over the Project to ensure the construction meets the minimum requirements of all governing rules and regulations which include the California Building Standards Code and the Cupertino Municipal Code. Construction inspection shall effectively and efficiently ensure that all work complies with the approved construction documents and these applicable codes and regulations. Inspection staff assigned to the Project by the Consultant shall be preapproved by the City of Cupertino Chief Building Official, and shall be removed immediately upon City's request and replaced with an approved substitute. The Building Inspection Scope to Include: A. Provide construction inspection services based on the approved plans and documents to ensure all new construction is in conformance and compliance with the California Building Code (CBC) and all other volumes within Title 24 California Code of Regulations and all other State and local laws. B. Prepare weekly and monthly summary reports of progress at the construction site based upon direct observation and reports by subordinate inspector and prepare these reports for review by the Cupertino Building Department. C. Review and appropriately respond to all special inspection reports and subsequently electronically file the reports into a user friendly electronic document management system. D. Maintain an effective working relationship with the Contractor, the Design Professionals, the Construction Manager and the Cupertino Building Department as to safeguard the interests of the Owner and City. E. Be tactful, firm and fair in insistence to adherence of the intent of the approved plans and documents. F. Review and inspect work and materials in a timely manner so as to avoid as much as possible, disruption to the schedule or work already in place. G. Provide quality control of work, materials and equipment, and reject work that is substandard and/or which does not meet the intent of governing codes, laws, rules and/or regulations. To Date the following Permits have been issued: Phase 2 Parking Structure Temporary Power/TAOlN Phase 2 Parking Structure Phase 2 Parking Structure Phase 2 Parking Structure Phase 2 Office Building Phase 2 Office Building Phase 2 Office Building Phase 2 Office Building Phase 2 Office Building Building Seperation Permit Soft Demo Permit Soundwall Permit Mockup Demo Permit Soundwall Permit Mass Excavation and Shoring Hard Demo Permit Foundation and Podium Permit Exhibit A: Scope of Services and Compensation for AC2 Phase 2. 15010006 14080055 14110070 14080272 14080063 14080272 14080273 14080062 14060208 Page 1 of2 4LEAF, INC. ENGfl<EF.RlNG • ComrmucTION MANAGtoMENT 8u1LOING lNSPECTION • Pl.AN Ctttr.CK 1. Compensation: City shall compensate Consultant for professional services in accordance with the hourly rates and estimated level of effort as outlined below. Compensation shall not exceed the amount set forth below without written authorization by the City of Cupertino's Chief Building Official. 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 unless Consultant receives prior written consent by the City of Cupertino's Chief Building Official Rates and Level of Effort: $111.30/hour (Contracted rate with escalation as of 1/1/15}, for an estimated 3,120 hours, not to exceed Three Hundred and Forty-Seven Thousand, two hundred and fifty-six dollars ($347,256}. The estimated level of effort assumes one full-time inspector and one half-time inspector. 4LEAF assumes a large number of inspections that will be requested by the City or the projects contractor's, however no exact information was available at the time of this proposal. Title: Project Inspector. 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 period, personnel who performed the services, hours worked, and task(s} for which work was performed}. Reimbursable Expenses: Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment or services and are not reimbursable expenses. Additional Services: Consultant shall provide additional services outside the services identified in Exhibit A only by advance written authorization from the City's Chief Building Official prior to commencement of any additional services. Consultant shall submit, at the Chief Building Official's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Exhibit A: Scope of Services and Compensation for AC2 Phase 2. Page 2 of 2 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: D (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: (4) 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 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. 10