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16-051 Alta Design + Planning, Consultant Services for Preparation of a Safe Routes to School AuditAGREEMENT BETWEEN THE CITY OF CUPERTINO AND ALTA DESIGN+ PLANNING FOR CONSULTANT SERVICES FOR PREPARATION OF A SAFE ROUTES TO SCHOOL AUDIT THIS AGREEMENT, for reference dated April 1 lth, 2016, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Alta Design+ Planning, a California corporation whose address is 100 Webster Street, Suite 300, Oakland, CA, 94607 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D . City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed 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" entitled "Scope of Services" which is attached hereto and incorporated herein by this reference. Page 1 of 12 Alta Design+ Planning 3. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed Five Thousand Dollars ($5,000.00). The rate of payment is set out in Exhibit B, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 4. SCHEDULE OF PERFOMRANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit C, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of an 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 Page 2 o f12 A lt a Design + Pl anning Consultant. Payments of the above items, if required, are the responsibility of Consultant. 8. 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. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. David Stillman is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Christopher Kidd . 11. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or Page 3 o f12 Alta Des ign + Pla n n in g is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraph 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement Page 4of12 Alta Design + Planning with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1 ,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence ( 4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. Page 5 o f12 Alta Design + Pla nning C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written Pa ge 6of12 Alta De sign + Planning 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. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or Page 7of12 Alta Design+ Planning (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES : All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit Page 8of12 Alta De sign + Planning thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: David Stillman City of Cupertino 10300 Torre Ave. Cupertino CA 95014 All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Jennifer Donlon Wyant Alta Design + Planning 100 Webster Street, Suite 300 Oakland, CA 94607 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 d e emed in d efault in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the Page 9of12 A lta Design + Pl a nning application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Page 10of12 Alta Design + Planning 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: 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. Page 11of12 Alta Design + Planning P.O. No.: YO\ \o -9f3 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Alta Planning + Design, Inc. s;/ld?L ~ Name Natalie Lozano CITY OF CUPERTINO A Municipal Corporation B~~ T~Borden, Director of Public Works Date i /Lb(/(, Title Vice President as duly authorized Date_Lf_._(_u /_/b __ _ Tax I.D. No.: 68-0465555 APPROVED AS TO FORM: Address: 711 SE Grand Ave PortlandOR97214 fu,!(_/ ~ Randolph Hom, City Attorney u <--ATTEST: Grace Schmidt, City Clerk 5( f7[ b Contract Amount: $5,000 Account No.: 100-88-844-700-702 Page 12 of 12 A lt a Design+ Pl a nning Safe Routes to School Audit Exhibit A: Scope of Services Task 1. School Audit and Report Ex hibit A: Scope of Services Alta will participate in one school audit each at Lincoln Elementary and Monte Vista High School. The audits will take place on the same day. One audit will be conducted during school arrival and the other at school dismissal. This scope of work assumes the City of Cupertino will organize the audits and coordinate with the schools. The school audit will include review of physical conditions as well as behaviors during school arrival or dismissal. The audits will also include a one-hour meeting after the review (in a school multipurpose room or similar) to discuss challenges and opportunities to improve school access. Alta will give an overview of the meeting goals, what is Safe Routes to School, and provide one large format map for each school to mark up during this meeting. After the audit process, Alta will develop a set of recommended infrastructure and non-infrastructure recommendations designed to address observed and reported challenges. The recommended improvements will be provided in memo and map format in Draft Recommendations Memo. Alta will revise the Draft Recommendations Memo based on a single set of consistent comments from the City and present the Final Recommendations Memo . This scope does not anticipate meeting with the school or other meetings to present the Draft Recommendations . Task 1 Deliverables • Audit (one day) • Draft Recommendations Memo • Final Recommendations Memo Alta Planning + Design A-1 Safe Routes to School Audit Ex hibit B: Compensation Exhibit B: Compensation 2016HourlyRate * $175 $98 1. School Audits and Report 12 27 $254 $5,000 Totals $5,000 Alta Planning + Design B-1 Safe Routes to School Audit Ex hibit C: Schedule Exhibit C: Schedule This scope of work will be completed before June 15 , 2016 . Alta Planning+ Design C-1 Client#· 835015 ALTAPLAN ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD /YYYY ) 4/18/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~~~cT Karen Barry USI Northwest il)8,N,.ro , Ext): 503 224-8390 I iffc. Nol: 610 362-8130 700 NE Multnomah, Suite 1300 ~oMDA~~ss: karen.barry@usi.biz Portland, OR 97232 INSURER(S) AFFORDING COVERAGE NAIC# 503 224-8390 INSURER A: Charter Oak Fire Insurance Co. 25615 INSURED INSURER B : Travelers Property Casualty Ins 36161 Alta Planning + Design, Inc. INSURER c: Travelers Indemnity Company 25658 711 SE Grand Avenue INSURER D : SAIF Corporation 36196 Portland, OR 97214 INSURER E: Zurich American Ins. Co. 16535 INSURER F: Continental Casualty Company 20443 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THI S IS TO CERTIFY THAT THE POLICIES OF IN SURANC E LI ST ED BELOW HAV E BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDIC ATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTH ER DOCUMENT WITH RESPECT TO WH ICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE IN IS SUBJECT TO ALL THE TERM S, EXC LU SIONS AND CONDIT IONS OF SUC H POLICIES . LIMITS SHO W N MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLIC Y EXP LIMITS LTR INSR WVD POLICY NUMBER fMM /DD /YYYYl I fMM /DD /YYYYl A GENERAL LIABILITY 6808B259484 07/01/2015 07/01/2016 EACH OCCURRENCE s2,000,000 - B X COMMERC IAL GENERA L LI AB ILIT Y 6808B259331 07/01/2015 07/01/201 . DAMAGE TO REN TED s 1,000,000 , PREM ISES fEa occurrence) -D CLA IMS -MADE [!] OCC UR MED EXP (Any one person) s 10,000 PERSONAL & ADV INJURY s 2,000,000 - GENERA L AGGR EGATE s4,000,000 >---- GEN 'L AGGREGA TE LI MIT APP LIES PER: PROD UCTS -COMP/OP AGG s4,000,000 n IX] PRO -n LOC s PO LI CY JEC T B AUTOMOBILE LIABILIT Y BA7A574417 -07/01/2015 07 /01/201 G fE~~~~~~t)S INGLE LI MI T 5 1 ,000,000 X ANY AUTO BOD IL Y IN JURY (Per person) $ -ALL OWNED -SCHEDU LED AUTOS AUTOS BODILY INJU RY (Pe r accident) S -NON -OWNED PROPERTY DAMAGE x HIRED AU TO S x AUTOS f Per accidentl s s c ~ UMBRELLA LIAB fi OCCUR CUP8B259933 07/01/2015 07/01/2016 EACH OCCURRENCE s5 000 000 EXC ESS LIAB CLA IMS -MAD E AGGREGATE s5 000 000 DED I xi RETEN T1 0N s10 ooo $ D WORKERS COMPENSATION 771940 09/01/2015 09/01/2016 x l \'"rfR~T~W;:,:: I l gJH-AND EMPLOYERS ' LIABILITY YIN 09/01/2016 E.L. EACH ACC IDEN T E ANY PROPRIE TOR/PAR TNER/EXECUT IVE[i] 8997892 09/01/2015 s1,000 000 OFF ICER/MEMBER EXC LUD ED? y N/A (Mandatory in NH) WA Stop Gap -EL included E.L. DI SEAS E -EA EMP LOYEE s1,000,000 lf yes , describe under OH Stop Gap -EL DESCR IPTION OF OPERATIONS be low included E.L. DISEASE -POLICY LI MIT s1 ,000,000 F Professional MCH114135257 07/01/2015 07/01/201 , $3,000 ,000 P" Cl•lm Liability $4,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101 , Additional Remarks Schedule , if more space is req uired) RE: Project# 00-2015-318; 2016 Cupertino Bicycle Transportation Plan. City of Cupertino, its City Council, boards and commissions , officers, employees and volunteers are included as Additional Insureds for General Liability and Auto Liability pursuant to written contract or agreement and to extent provided by attached endorsements CGD3810907 and CAT4200710. Coverage applies on a primary and non contributory basis and is primary to other insurance that is available to the Additional (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 10300 Torre Ave. ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I /t1ik. $4;.l>d~ © 1988-2010 ACORD CORPORATION. All rights reserved . ACORD 25 (2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S17687063/M16854436 SQAZP DESCRIPTIONS (Continued from Page 1) Insured when required by written contract or agreement. Waiver of Subrogation applies when required by written contract or agreement. Should described policies be canceled before the expiration date thereof, the issuing company will mail 30 days advance written notice to the certificate holder named , except for nonpayment and Workers Compensation. SAGITTA 25 .3 (2010/05) 2 of 2 #S17687063/M16854436 POLICY NUMBER: 680-8B 2 59331 · POLICY NUMBER: 680-8B259484· COMMERC IAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement mod ifies insurance prov ided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organ ization that you agree in a "contract or agreement requiring insurance" to in- clude as an addit ional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "persona l injury " caused , in whole or in part , by your acts or omis - sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions ; b. In connection with premises owned by or rented to you ; or c. In connection with "your work" and included within the "products-completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to su ch additional insured is limited as follows: d. This insurance does not app ly on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- i ng of or failure to render any "professional services". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance " to provide for that additional insured , or the limits shown in the Declara- tions for this Coverage Part , whichever are less . This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section Ill) for this Coverage Part . B. The fo llowing is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However , if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, th is insurance is primary to other insurance that is available to su ch addit ional insured which covers such addi- tional insured as a named insured , 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 entered into that "contract or agreement requiring insurance". But this insur- ance sti ll is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization be cause of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work " performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization . We waive these rights only wh ere you ha ve agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before , and in effect when, the "bodily CG D3 810907 © 2007 The Trave lers Co mpani es , Inc. Page 1 of 2 Inc lud es th e copyrighted materia l of Insuran ce Se rv ices Office, Inc ., with its pe rmi ssio n COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs , or the "per- sonal injury" offense is committed . D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part , provided that the "bodily injury" and "property damage" occurs , and the "personal in - jury" is caused by an offense committed : a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2007 The Travelers Companies, Inc. CG 03 81 09 07 Includes the copy righted materia l of In surance Services Office, Inc., with its pe rmi ss ion -= u.-- ~ .;;;;; 0051De Po licy No . BA7 A574417 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 Wrth 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 detennine rights, duties, and what is and is not covered . A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL ANO DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT -INCREASED LIMIT C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS -INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following Is added to Paragraph A.1., Who Is An Insured, of SECTION II -LIABILITY COV- ERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the ~bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to wh ich this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section II . B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in that "em- ployee's" name, with your permiss ion , while I. WAIVER OF DEDUCTIBLE -GLASS J. PERSONAL EFFECTS K. AIRBAGS L AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B .5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2> Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission , while perform- ing duties related to the conduct of your business . However, any "auto" that Is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -LIABILITY COV- ERAGE: CA T4 20 0710 1!:12010 The Travelers Indemnity Company. All rights reserved . Page 1 of 3 Includes copyrigh1ed material of Insurance Services Office, Inc. with its permlssion . COMMERCIAL AUTO Any "employee• of yours is an "insured" while us- ing a covered "auto• you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1 . The following replaces Paragraph A.2.a.(2) of SECTION II -LIABILITY COVERAGE : (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tiOns) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II -LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work . E. TRAJLERS -INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I -COVERED AUTOS: 1. "Trailers• with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired •autos" are covered "autos" for Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss": or (c) The cost of repairing or replacing the damaged or stolen property with other property of lil<e kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining adual cash value in the event of a total '1oss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto•. {5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver, or (b) Any "auto• that is hired, rented or bor- rowed from your "employee·. G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a.. Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE : We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDlO, VISUAL ANO DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT Paragraph C.2.. Limit Of Insurance, of SEC- TION Ill -PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE -GLASS The following Is added to Paragraph 0., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered uauto" will apply to glass damage if the glass is repaired rather than replaced . J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extensions, of SECTION UI -PHYSICAL DAMAGE COVERAGE : Personal Effects coverage We will pay up to $400 for ~loss" to wearing ap- parel and other personal effects which are : (1) Owned by an "insured"; and (2) In or on your covered ·auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Effects cover- age. Page 2 of 3 ~ 2010 The Travelers Indemnity Company . All rights reserved . CA T4 20 0710 Includes copyrighted mat«ial of Insurance Services Office, Inc . with its permission . -·- K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions. of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of ioss" set forth in Paragraphs A.1.b. and A.1.c., but only : a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty: and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one Hloss". L AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the ioss"; (b) Financial penalties imposed under a lease for excessive use, abnonnal wear and tear or high mileage; (c) Security deposits not returned by the les- sor: (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease: and {e) Carry-over balances from previous loans or leases . M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A .5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION N -BUSINESS AUTO CONDI- TIONS : 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or ioss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CAT4200710 © 201 O The T ravele~ Indemnity Company. All righ(s reserved . Page 3 of 3 Includes copyrigh ted material of Insurance Services Office, Inc. with its perm iss ion .