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17-152 HF&H Consultants, LLC; Consulting and Accounting Services, re Recology ProgramCllY 0~ m C UPERTIN O 1. PARTIES f()#-101 o-Jli' PROFESSIONAL SERVICES AGREEMENT WITH HF &H CONSULT ANTS, LLC This Agreement is made and entered into as of October 3 I , 2017 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City "), and HF&H CONSULTANTS, LLC , a Limited Liability Company ('·Contractor'') for consulting/auditing/accounting services re: Recology Program. 2. SERVICES Contractor agrees to provide the services and perform the tasks (''Services") set forth in detail in the Scope of Services , attached and incorporated here as Exhibit A. 3. TERM OF CONTRACT I TIME FOR PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends within 50 days from the Effectiv e Date, unless terminated earlier as provided herein. Contractor must deliver the Services in stages or per deliverable or item , as required by the Schedule of Performance, attached and incorporated here as Exhibit B. 3.2 Time is of the essence for the performance of al I the Services. Contractor must have sufficient time , resources , and qualified staff to deliver the Services on time . 3.3 Liquidated damages may be imposed in the amount of _N/A __ per day of unexcused delay, which City may deduct from Contractor's payments, based on reasonably foreseeable consequences of delay and may include intangible losses which City and Contractor acknowledge may be difficult to ascertain. These losses include but are not limited to loss of public confidence in City, interference with public convenience, and extended disruption of services to the public. 4. COMPENSATION 4.1 City will pay Contractor for satisfactory performance of the Services an amount not to exceed $10,000.00 , as follows : 4.2 Rates and Maximum Compensation . Contractor will be compensated based on the rates set forth in Exhibit C, Compensation Rates , attached hereto and incorporated by reference. No extra work or payment is permitted without prior written approval of City . 4.3 Invoices and Payments . Contractor must submit proper invoices for Services provided during the preceding calendar month based on applicable rates . City will issue payments within 30 days of receiving proper invoices. City Project: Recology Toonage Fees PSA S in g le Order 'Rev. Oct 31 , 201 7 Pa ge I o f8 4.4 Close Out. Within thirty (30) days of completion of Services , Contractor must submit to City a requisition for final and complete payment of all final costs due under the Agreement (including without limitation any claims relating to or arising from this Contract). Failure of Contra ctor to tim ely submit a complete and accurate requisition form relieves City of any further ob ligations under this Contract, including without limitation paymen t for work performed or c laims Contractor may ha ve. 5. INDEPENDENT CONTRACTOR 5.1 Status. It is expressly agree d that in th e performance of this Ag reement, Contractor sha ll be , and is , an independent cont ractor, an d is not an employee, partner, or joint venture of the City . Contractor is and shall be solely responsib le for the means and methods of performing the Serv ices and shall exercise full control over the employment , direct ion , compensati on and di scharge of all persons assisting Contractor in performing the Services. As an independent contractor, Contractor is not entitled to health benefits, worker's compensat ion , retirement, or any other benefits from the City . 5.2 Contractor's Qualifications. Cont ractor warrants it has the qual ifications and skill s to perform the Services in a competent and professional manner and according to t he highest stan dards and best practices for the Serv ices wit h in the industry. Contractor w ill perform the work in a professional and compet ent manner and is respo nsib le for the qual ity, tech nical accuracy and coord in ation of the Services . 5.3 Permits and Licenses. Contractor must pay for and have all licenses, registrations and certifications needed to perform the Serv ices for the entire Contract Time, as required under applicable federal , state and local laws, rules and regu lations. T h is includes having a valid City Business Lic ense . 5.4 S ub -consultan ts. Unless prior wr itt en consent from City is obtained , on ly Contractor's emp loyees may work under this Agreement. Contractor must obtain prior written approval from City before h irin g any sub-consultants. Any su b -cons ul tants approved by City will be requ ir ed to comply w ith th e terms and conditions of thi s Contract, in clud in g the insurance req uirement s. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, mate rials and equipment required to perform the Services und er th is Ag reement. 5.6 Payment of Taxes. Contractor must pay a ll income taxes on compensati on earned und er this Agreement. On request, Contractor w ill provide the C ity with proof of payment. Contractor must indemnify City for any claims , costs, fees, penalties, interest or damages for failure to com pl y . 6. PROPRIETARY /CONFIDE NTIAL INFORMATION In performing this Agreemen t, Contractor may have access to pr ivate or confi dential information owned or cont ro ll ed by the City and that such information may contain proprietary or confidentia l deta ils, the disclosure of w hic h to third parties may be damaging to the City. Contractor sha ll hold in confidence a ll information provided by the City to Contractor and use the info rmat io n only to perform this Agreement. Cont rac tor shall exerc ise the same standard of care to protect such information as a reasonably prudent contractor wou ld use to protect it s own proprietary data . City Proj ect: Recology Toonagc Fees PSA Single Order/Re v. Oct 3/, 20 17 Page 2 of8 7. OWNERSHIP OF MAT ERI ALS 7.1 Property Ri g hts. Any interest (including copyright interests) of Contractor in any product. memoranda, study , report, map , plan, drawing , specification, data , record or other in format io n or work, in any medium (col lective ly , ··Work Product"). prepared or created by Contract or in connection \.\ith this Agreement, wi ll be th e exc lusive property of the City . No Work Product g iven to , prepared , created or asse mbl ed by Contractor may be shown to third -parties wi t hout City written approval. 7.2 C opy right. T o th e extent perm itted by Title 17 of U.S. Code, a ll Work Product arising out of this Agreement is cons idered works for hire, and a ll copyrights in such Work Pro du ct wi II be t he property of C ity. A lt ernat ive ly, Contractor assigns to City all copyrights to such Wo rk Prod uct. W ith C ity's written ap proval Contractor may use cop ies of the Work Product fo r promotio nal opportun ities. 7.3 P a tents and Lic en ses. Con tractor mus t pay royal ti es or license fees req uir e d fo r aut horized use of any t hi rd p arty inte ll ec t ua l property, inc ludin g but not li mited to pate nted, t ra demarked, o r copyrighted inte ll ectua l pro perty incorporate d into t he Services or Work Pro du ct under this Agreement. 7.4 R e-Use of W o rk P ro duct. Unless prohibited by la\.\ and without waiving any rights , City ma) use or mo di fy th e Work Pro du ct for th is Agreeme nt/Proj ect or fo r an other A greeme nt or Project. 7.5 D e li vera bl es a nd Form a t . E lectronic and hard copies of Contractor's Wor k Product are required , exce pt as otherwise speci fi ed in t he Scope of Services . Written Work Product must be printed on recy cl ed p aper and co p ied o n both sides, except for one origi na l w hi ch mu st be single-s ided. 8 . AUDIT O F RECORDS Contractor mu st maintain co mp lete an d acc urate acco unting records re lating to the p e rformance of th e Services in accordance w ith ge nerall y accepted accounti ng pr in c ipl es and proc edures for a ll fund s rece ived und e r th is Ag ree me nt. Contractor mu st also m a intain full and c omplet e d oc um e ntati on o f p erfo rm anc e an d re late d matters suc h as be nchmarks an d de li verab les . Ci ty shall be prov id e d reason a b le access t o exami ne and co py the reco rds during Co ntrac t or's norm a l bus iness hou rs. Such record s, together with supp o rtin g doc um ents, mu st be ke pt separat e fr om oth e r record s and mu st be ma inta in ed for a perio d of fo ur years from recei pt of City's fin a l pay me nt. 9. ASSIGNMENT Contractor shall not assign , s ubl ease , hypothecatc, or t ra n sfe r th is Agree ment, o r an y interest therei n , directly or in d irectl y, by o peration o f law or otherwise, without prior written co nsent of City. Any a ttem pt to do so w ill be n u ll and void. Any chan ges re lat ed to th e fin ancia l co ntro l or bu s in ess nature of Co ntractor as a legal e ntity requ ires C it y app roval w h ich sh all not be unreaso n abl y w ithh el d . 10 . PUBLICITY/ SIGN S Any publ icity generated by Contractor for t he project un der this Agreement, d ur ing th e te rm of this Agreement a nd for one year thereafter, w ill reference the C ity's contri but ions in making t he project possib le. The word s "City of Cupertino" wi ll be disp layed in a ll p ieces of pub licity , including flyers, press releases, posters , brochures , publ ic serv ice announcements , interviews and newspap er art icles . City P roj ect : Recology To on age Fees PSA Single Order 1Re v. Oct 31 . 201 7 Page 3 of8 No signs may be posted , exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the C it y . 11. INDEMNIFICATION 11 .1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall in demnify , defend , and hold hannlcss City , its City Counci l, boards and commissions , officers, officials , employees, agents, servant s, vo lunteers and consu ltants ("lndemnitces"), through lega l co un sel acceptab le to City, from and against any and all liability , damages, c laims , actions, causes of action , demands, charges, losses, costs and expenses (including attorney fees , legal costs and expenses re lated to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (i) Breach of contract, o b ligat ions, representations or warranties; (i i) Neg ligent or willful acts or omissions committed during performance of the Serv ices; (i ii) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcont ractors or su b-s ub contractors; (iv)Unauthorized use or disclosure of City's confidential and proprietary Information; (v) C laim of infringement or violati on of a Un it ed States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property righ ts of any third party. 11.2 Contracto r is required to pay any costs City may in cur in enforcing this provision. Contractor mus t accept a tender of defense upon receiving no ti ce from City of a cla im, in accordance with Pub lic Cont ract Code Section 920 I. A t City's re ques t, Co ntractor w i II assist C ity in t he defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under th is section are not limited to the Contract Price, workers ' compensation payments, or the in surance or bo nd amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to any im p lied right of in demnity in favor of Contract or against C ity or any lndemnit ee. 12. INSURANCE Contractor shall comp ly with the Insurance Requ ir ements , attached as Exh ib it D an d incorporated here. Contractor must maintain said ins u rance for the duration of the Agreement, or longer as requ ired by City. City will not execute the Agreement until Contractor has submitted and C ity has approved receipt of satisfactory certificates of insurance and endorsements evi dencing the type, amount, cla ss of operations covered, and the effective and expiration dates of coverage. Failure to comply w it h this prov ision may result in City at its sole discretion and without notice , purchasing insurance for Contractor and deducting the costs from payments to Contractor or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.l General Laws. Contractor shall comply with all local , state and federal laws , rules and regulations applicable to this Agreement. Contractor wi ll promptly notify the City of any changes in the law or other cond it ions that affect t he Project or Contractor's ability to perform . Contractor is C'it y Proj ect: Rccology Toonagc Fees PSA Sing le Orde r 'Re v. Or t 3 1, 2()/7 Page 4 of8 resp o ns ible for verifying th e employ ment authorization of emplo y ees p e rformin g the Services, a s re quire d by th e Immigration Reform and Control Act, or other federal or state law . rule or regulation . 13.2 Labor Laws. Contrac tor shall compl y with all labor laws applicable to this Agreement. If the Sco p e o f Se rv ices includes a ''publi c works '' component, Contractor shall comply with the pre v a ilin g wage law s under Labor Code Se ction 1720 and all other re lated labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race , religiou s creed, co lor, ancestry , national origin , ethnicity , handicap, disability, marital status , pregnancy , age , sex, gender, sexual orientation , gender identity, Acquired-Immune Defici e ncy Syndrome (AIDS), or any other protected class ification. Contractor shall comply with all anti-discrimination laws , including Government C o d e Section 12900 and 11135 , and Labor Code Section. 1735, 1777 and 3077.5 . 13.4 Conflicts oflnterest. Contractor shall comply with all the conflict of interest laws and regulations that govern this Agreement and warrants that it does not have a conflict of interest in pe rforming the Services . Contractor warrants that no public official, employee, or member of a City board or commission who might h ave been involved in the making of this Agreement, whether in an advi s ory or decision-making capacity, has or will receive a direct or indirect financial interest in thi s Agree ment, in v io lation of C a liforni a G ov ernment C ode Sec ti o n I 090 et seq . Contractor may b e required to file a conflict of interest form and may be subject to the requirements of Government Code Section 1090 and/or the Po litical Reform Act, Government Code Section 87100 et seq. and its implementing regulations , California Code of Regulations , Title 2 , Section 18700 et seq. 13.5 Failure of Contractor to comply with these requirements may result in City suspending payments, requiring reimbursement of payments already made, or terminating this Agreement. City reserves all other rights and remedies avai lable under this Agreement and under federal , state and local law . A violation of this provision constitutes a material breach of this Agreement. Contractor agrees to indemnify , defend , and ho ld City harmless from and against any loss , damage, liabi l ity , costs or e xpenses arising from noncomp liance with th is provision . 14. PROJECT C O ORDINATION City Project Manager. C he r i Do nn e ll y , En viro nme nta l P roj ect Man ager, is the City representative for all purposes under this Agreement, with authority to oversee the progress and perfo1mance of the Services. City may substitute another Project manager at any t ime. Contractor Project Manager. Subject to City approval, Contractor will assign a single Representative for all purposes under this Agreement, with authority to oversee the progress and perfonnance of the Services . The Project Manager is responsible for coordinating and schedu l ing the Services in accordance with the Sco pe of Serv ices and the Schedule of Pe rformance . Contractor must regularly update the City Proj e ct Manager about the progress with the work and any delays, as specifically re quired by th e contract documents or the City Project Manager. City's written approval is required prior to Contractor s ubstituting a new Project Manager. 15 . ABAND ONMENT OF PROJECT City may abandon or inde fi nitely po stpone the Proj ect upon written notice to Contractor. Contractor w ill b e compe nsated for sat is fa ctory Serv ices performed throug h the date of abandonment. All charg e ~ City Project: Rccology T oonage Fees PSA Single Order /Rev. Oct 3 1. 2()/7 Page 5 of& approved by City will be paid within thirty (30) days of Contractor's final statement. 16. TERMINATION City may terminate this Agreement immediately for cause or without cause upon giving thirty (30) ca lendar days written notice to Contractor. Contractor shall close out the work and deliver copies of all the work, deliverables and documents completed through the date of termination. Contractor will be paid for services rendered, but final payment will not be made until Contractor fulfills this requirement. 17. GOVERNING LAW This Agreement shall be governed by the laws of the State of California. Any lawsuits filed in connection with this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California, and no other place. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates a legal action, files a complaint or cross-complaint, or pursues arbitration , appeal or proceedings to enforce a judgment, arising out of or relating to this Agreement and the interpretation or enforcement thereof, the prevailing party w ill be entitled to reasonable attorney fees and costs, inc luding any attorney fees and costs resulting from arbitration , appea l, or enforcement of a judgment. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Nei ther acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision . City's waiver of a breach shall not constitute waiver of another provision or breach. 21 . INTEGRATED AND AMENDMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and a ll preliminary negotiations and agreements are merged herein. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. Any modification of this Agreement will be effective only if in writing and signed by each Party 's authorized representative . 22. INSERTED PROVISIONS E ach provision and clause required by law to be included in this Agreement is deemed to be enacted and will be infetTed in this Agreement. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. City Project: Recology Toonage Fees PSA Sin g le Order/Rev. Oct 3 1, 201 7 Page 6 o f8 23. HEADINGS The headings in thi s Agreement are for conveni ence onl), are not a part of the Agreement and in no wa y affect , limit o r amplify the term s or provisions of thi s Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement or their application to a particular situation is found by the court to be void . invalid, illegal or unenforceable, such term or provis ion shall remain in force and effect to the extent alJowed by such ruling . All other contract terms and provisions and their application to specific situation s shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature continue after the Agreement ends or is terminated, including the Indemnification , Ownership of Materials/Work Product, Records , Termination , Governing Law , Venue and Dispute Resolution and Attorney Fees provisions, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, demands , requests and approval s must be sent to the persons below in writing, and will be considered effective on the date of personal delivery , upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof in the United States Ma il, postage prepaid , registered or certified , or the next business day following electron ic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 950 I 4 To Contractor: HF&H Consultants, LLC 20 I N Civic Dr., Suite 230 Walnut Creek, CA 94596 Attention: C heri Donne ll y, Env. Prog. Mgr. Attention: Marva M. Sheehan , CPA, Vice Presi dent Email: msheehan@hfu-consultants.com Email: CheriD@Cupertino.org ---·-----~ 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable on ly if it complies with the purchasing/contract provisions of Cupertino Municipal Code Sect ions 3 .22 and 3.23 , is signed by the City Manager or his designee , and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legal ly binding obligation of Contractor . This Agreement may be executed in counterparts , each one of which is deemed an original and all of which , taken together, constitute a single binding instrument. ('ity Project: Recology Toonage Fees PSA Single Order/Rev. Oc t 31 . 2()/7 Pa ge 7 of 8 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. .CONTRACTOR HF &H Consultants , LLC By f,t/ / ~I Jc 6 )./.t f i--- Name Marva M. Sheehan Title Vice President Date November 1, 20 17 Tax 1.0. No.: 94-3097242 APPROVED AS TO FORM: kV\ ~ RANDOLPH STEVEN Cupertino City Attorney A~E_ST: OJ ~u- GRACE SCHMlDT //-)._ _17 City Clerk CITY OF CUPERTINO A Municipal Corporation By~ Name Timm Borden ..... Title Director of Public Works Date -u/-L/-1 L __ Contract Amount: $ I 0,000 Account No. : 520-81-801 700-702 City Project: Recology Toonage Fees PSA Single Ordert Rev Oct 31 , 201 7 Pa ge 8 of8 Exhibit A: Scope of Work SCOPE OF WORK We will perform the scope of work described below for a not-to-exceed fee of $10,000 . We have provided a list of tasks we will complete along with the proposed staff and the required hours to complete each task. If additional effort is required (e .g ., more meetings or additional analysis), we will obtain approval prior to proceeding. Limited Review of Recology Underpayment of Disposal Fees Recology has provided the City a summary by month of its calculation of the underpayment of disposal fees related to collection activity from its customer, Apple In c. At the City's request , we will perform a limited review of Recology's summary calculation by only reviewing the supporting documentation for two months of the 32 months in question. Therefore, we cannot provide assurance the remaining 30 months of data is correct. However, we will review Recology's process for the calculation for all months . If we have concerns with the process or find errors in the two months' calculations , we will present the concerns to the City to determine the next steps . Task 1 Project Initiation HF&H will : a) Prepare for and have a conference call with the City to finalize the scope (including final deliverable), timeline of project and contact information for the City, Recology and Newby Island Landfill. b) Prepare the request for information to the City, Recology and Newby Island Landfill for supporting information for the months of November 2014 and May 2016 Task 2 Limited Review of Recology's Records HF&H will: a) Review Recology's calculation for log ical consistency and mathematical accuracy . b} For the two months se lected summarize tonnage information from Apple Invoices and compare to Newby Is land 's rates at the time of the invoice . Using the copies of payment data from the City, reconcile the difference between the actual cost charged to the City to dispose Apple tonnage and the amount reimbursed to the City by Recology for the fees associated with the Apple tonnage. Verify differences with Recology, Newby Island and the City. c) Trace all App le deliveries for the two months to Newby Island tonnage reports . d) Judgmentally select 2 other "Recology " loads with "Cupertino" as the orig in and request invoices from Recology to verify "non-Apple" customers for each of the months selected. e) Perform other tasks as deemed necessary to complete the review to Recology's calculation . f) Summarize findings and discuss findings with Recology via conference call . HF&H Consultants, LLC Page A-1 November 1, 2017 Exhibit A: Scope of Work Task 3 Communication of Findings HF&H will: a) Prep are a draft memorandum based on the scope of work and findings and send to Recology for comments . b) Revise m emorandum based on Recology's comments and send draft to City. c) Di sc uss d raft memorandum with Ci ty via confere nce call. d) Fin ali ze m emorandum and sen d to the City. Review of Recology 's Rate Adjustment Request for Commercial Organics Collection Task 1 Project Initiation HF&H will: a) Prepare for and have a conference ca ll with the City to finalize the scope and resolve any outstanding issues Task 2 Review of Rate Adjustment Request HF&H will: a) Review Reco logy 's Rate adjustment requ est for mathematical accuracy and consistency with the methodology used in prior yea r. b) Confirm tonna ge information with the City records . c) Co m m un icate with Recology any recommended changes to the ca lculation. Task 3 Communication of Findings a) Prepare a draft memorandum based on the scope of work an d findings and send to Recology for comments. b) Finalize memorandum and send to the City. HF&H Consultants, LLC Pag e A-2 November 1, 2017 Exhibit B: Schedule Schedule We are prepared to start the project once we have received authorization to proceed . It is our understanding that you would l ike our f i ndings by November 27, 2017. We will use our best efforts to achieve this request ; however, it w il l be cont i ngent on the timing of delivery of information from Recology , Newby Island Landfill and the City. We will keep you apprised of any delays . HF&H Consultants , LLC Page 8-1 November 1, 2017 Exhibit C: Rate Schedule Fee Estimate Our fees are ba sed on an estimated 46.5 hou r s to perform the tasks described above by HF&H staff assigned at their standard hourly billing rates (please see attachment for more information). It is our understanding that our memorandum will be sufficient communication of the finding s and recommendations . We did not anticipate attendance at any Council meetings when preparing our fee estimate; however, we would be happy to do so on a time-and -materials basis . We propose to perform this engagement for a not-to-exceed fee of $10,000 (see below). If fewer hours than budgeted are required, we will bill you the lesser amount. Figure 1: Fee Estimate Limited Review of Recology Underpayment of Disposal Fees Task 1 Project Ini tiation 1 2 0 3 $ 665 Task 2 Review Rate Adjustment Request 3 9 0 12 $ 2,610 Task 3 Communication of Findings 2 5 1 8 $ 1,645 Engagement Management 0 0.5 0 0.5 $ 80 Total Labor -All Tasks 6 16.5 1 23.5 $ 5,000 Out-of-Pocket Expenses Total Budget -Review of Recology Tonnage $ 5,000 Review of Recology's Rate Adjustment Request for Commercial Organics Collection Task 1 Project Initiation 1 1 0 2 $ 460 Task 2 Review Rate Adjustment Request 3 9 0 12 $ 2,610 Task 3 Commun i cation of Findings 2 4 1 7 $ 1,440 Engagement Management 1 1 0 2 $ 490 Total Labor -All Tasks 7 15 1 23 $ 5,000 Out-of-Pocket Expenses Total Budget -Review of Recology Rate Adjustment Request $ 5,000 Total Budget $10,000 HF&H Consultants, LLC Page C-1 November 1, 2017 Exhibit C: Rate Schedule STANDARD HOURLY RATES AND BILLING ARRANGEMENTS (Effective January 1, 2017)1 Professional Fees Hourly rates for professiona l and administrative personnel are as follows: Position President Senior Vice President & Vice Pres ident Senior Project Manager Senior Associate/Project Manager Associate Ana lyst Assistant Ana lyst Administrative Staff Direct Expenses Standard charges for common d i rect expense s are as follows : Automobi le Trave l Airfare and Pub l ic Transit Billing Policies $275 $245 -$275 $235 -$240 $180 -$230 $135 -$175 $115 -$135 $95 -$110 Prevailing IRS mileage rate Actual Cost Our policy is to bill for o u r serv ices and direct expenses based on the standard hourly rates of the staff member assigne d, mu lt i p li ed by th e t i me required to perform the client-re late d tasks, plus the subcontractor services as d escribed above . In i mp lementing this policy we ad here t o t he follow i ng practices: • It is our standard prac tice to e-mail invoices to our clients , although hard copies of invoices can be sent to clients on request . • We round to the nearest one-quarter hour (e.g ., if two hours and 55 m i nutes are spent on a task, it is recorded as three hours, if two hours and 5 minutes are spent on a task, it is recorded as two hours). A minimum charge of one -quarter hour is charged for any client work performed in a day. • We do not markup out-of-pocket expense s, however, we may charge adm i nistrative or profess i onal time re lated to t he provis ion of the goods and services associated w ith t h ese charges. • Mileage fees are based on the round-tr i p distance from the point of origin . • If a client's change to a previously scheduled meeting resu lts in penaltie s being assessed by a third party (e.g ., airline cance ll ation fee), then the client will bear the co st of these pena lt ies. 1 Litigation Support and Expert Witness Services are not covered by this sc hedule of f ees and expenses . HF&H Consultants, LLC Page C-2 November 1, 2017 Exhibit C: Rate Schedule While no m ini mum fee for a consulting engagement has been estab l ished, it is unlikely (given the nature of our serv ice s) that we can gain an understandi ng of a client's particular requirement , identify alternatives , and recommend a solution in less than t wenty-four hours . Insurance We maintain the following policies of insurance with carr ie rs doing bu sin ess in Ca lifornia : • Comprehensive General Liab il ity Insurance ($2,000,000 Occurrence/$4,000,000 Aggregate) • Workers ' Compensation ($1,000,000) • Professional Liability Insurance ($2,000,000 Occurrence/$2,000,000 Aggregate) • Hired and Non -Owned Auto Liability2 ($2 ,000 ,000) • Umbrella Liability ($3,000,000 Occurrence/$3 ,000,000 Aggregate) All costs incurred in complying with special insurance, li ce nsing , or permit requirements become the responsibility of the client and are not included in the fees for services or direct charges but are billed in addition to the contract at cost, plus any professional or administrative fees . Invoices and Payment for Services Our time reporting and billing system has certain standard formats that are de signe d to provide our clients with a detailed invoice of the time and charges associated with their engagement. (We typically discuss these with our clients at our kick-off meeting.) We are also pleased to provide our clients with a custom invoice format but we will have to bill the client for any additional costs associated with their unique req ui reme nts . Billings for pro f essional services and charges are submitted every month, in order that our clients can more closely monitor our serv ices . 2 HF&H Co nsul tants does n ot own any comp any automobi les HF&H Consultants, LLC Pag e C-3 Nov ember 1, 2017 EXHIBIT D INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subconsultants. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis , including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1 ), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit 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 with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultant provides written verification it has no employees.) 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts , or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage City Project: Recology Toonage Fees 2017 PSA Single Order/Rev. Oct 3/, For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers . Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance . Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation , but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration , and defense expenses within the retention . The policy language shall provide , or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City . Acceptability of Insurers Insurance is to be placed with insurers with a current AM . Best's rating of no less than A:VII, unless otherwise acceptable to the City . Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences . However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant 's obligation to provide them. The City reserves the right to require complete , certified copies of all required insurance policies, i ncluding endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requ irements, including limits, based on the nature of the risk, prior experience , insurer, coverage, or other special circumstances . City Proj ec t: Recolo gy To on age Fees 2017 PSA Single Order/Rev. Oct 31, Exhibit D HF&HCON-01 KMALDONADO ACORD CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY ) ~ 10/27/2017 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 BElWEEN 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 : 2~AAf~CT Alvaro Sapiz HUB International Insurance Services Inc. t PHONE --FAX P. 0. Box 5076 . (AIC , No , Ext): (877) 825-2681 (AIC, NE):(951) 231-25?2 t e MAIL I @h b. t r -, San Ramon, CA 94583 ; ADDRESS : ca .cpu u m erna 1ona .com ----i L---INSURER{SI AFFORDING COVERAGE --j _ NAIC# __ -·--~--j _ INSURER A , Sentinel Insurance Company, Ltd. 111000 - INSURED . 1NsuRER B , Hartford Casualfy Insurance Company !29424 ·- HF&H Consultants, LLC I INSURER c : Houston Casualfy Company !42374 .. - 201 North Civic Drive, Suite #230 I Walnut Creek, CA 94596 ~ INSURER D : ·------·-· j_iti..§..URER E : ---· -------I INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLI CY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT . TERM OR CONDITION OF ANY CONTRACT OR OTHER DO CUMENT WITH RESPECT TO 1/VHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN . THE INSURANCE AFFORDED BY THE POLIC IES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS . EXCLUSIONS ANO CONOrTIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . TYPE OF INSURA NCE A I X . COMMERCIA L GENERAL LIABILITY i-----4-----, - ' CLAIMS-MADE X OCCUR r ---t __j GEN"L AGGREGATE LIMIT APPUES PE R x / POLICY D f£<8r ~-, LOC I OTHER A · AUTOMOBILE LIABILITY . OWNED ._ AUTOS ON LY SCHEDUcED AUTOS ~ ANY AUTO ~-~/ff& ONLY ; ~ ~8+'b-<a-mt9 . I ! POLIC Y NUMBER I X X ;57SBABH9155 i i I ! I i I ! + -- 57SBAB H9155 I I A ~ UMBRELLA LIAB , X OCCUR ' --t-------- ! EXCESS LIAB . _ CLAIMS·MAOE ! -:-;ED j X • RETE NTION$-10,0001 -+-8 /WORKERS COMPENSATION j AND EMPLOYERS' LIABILITY y I N I I ANY PRO PRIET OR IPARTNERiEXEC UTIVE ;--N /' I N / A 1 OF FICE R/M EMB ER EXCLUDED? ! I I (Mandatory In NH) ·~ If ye s. descri be under I DESCRIP TI ON OF OPERATIONS below i C Professional Liab C Retro Date: 8/1/1989 57SBABH9155 X [57WECZR5765 /H717110248 ! iH717110248 I I I LIMITS · EAC H OCCURRENCE '. DAMAGE TO RE NTED -09/06/2017 09/06/2018 , PR~IS!c$~ccurren.Q!l]_ ,1 , MED ~XP lfln.l' one p,,_rson ) S , PE~S01'/_AL I!. ADV l('!.Jl.l_~Y j j G_ENE.BcAL AGGREGATE _ _:_j_ , PROQUC TS · COMP/OP AGQ j $ '$ , CO MS:NE D SINGLE LIMIT ! 2,000,000 -- 1,000,000 10,000 2,000,000 4,000,000 4,000,000 I i <Ea accide n)L _ . _LJ_~ __ 2,000,000 09/06/2017 09/06/2018 ! BODILY INJURY (Per person)_ $ ! BODILY INJURY (Per acaden\L $ PROP ERTY DAMAGE . (Per accident) _ .. ~ ------~-------------+-· $~--------! , EACH OCCURR EN CE .. ! $ ___ . . 09/06/2017 09/06/2018 j AGGREGAT E $ + 3,000,000 3,000,000 ---·--- . X : PER l OTH-' ,_ j S_TATUT.E_ ; =E~R-+-! ___ -~~~~ 09/06/2017 i 09/06/2018 ' E.L EACH ACCIDENT ! $ 1 ,000,000 ; ,_E1.--D1-SEASE ~~ E~PLOYElr S 1,000,000 --.-~~~~c-1'~~~~~;-.,'E""'.""'L._,,,D~IS"'E'-'AS,c,E~--c'-Pc"O"'L"'IC'-'-Y-"L"'IMccl1_',..c$'-----1-,0-Q_0_,0_0_-0,-i 09/06/2017 J 09106/2018 /Occurrence/Aggregate i 2,000,000 09/06/2017 ; 09/06/2018 :Retention: 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (A CORD 101 , Additional Remarks Schedule, may be attached if more space is required) City of Cupertino, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants are Additional Insured with regard to General Liability when required by written contract per the attached endorsement form SS0008 04/05, Primary & Non -Contributory wording and Waiver of Subrogation included. Waiver of Subrogation with regard to Workers Compensation applies when required by written contract per the attached endorsement form WC04 03/06. "Should the policies be cancelled before the expiration date, Hub International Insurance Services Inc. (Hub), independent of any rights which may be SEE AITACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE ~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved . The ACORD name and logo are registered marks of ACORD Exh ibit D AGENCY CUSTOMER ID : HF&HCON -01 LOC #: 1 ----- ADDITIONAL REMARKS SCHEDULE AGENCY License # 0757776 HUB International Insurance Services Inc. POLICY NUMBER SEE PAGE 1 -------·--- CARRJER I: NAICCODE SEE PAGE 1 SEEP 1 ADDIT IONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM , FORM NUMBER : ACORD 25 FORM TITLE : Certificate of Liability Insu rance Desc r iption of Operations/Locati onsNehicles : NAM ED INSURED HF&H Con s ul tants, LLC 201 North Civic Drive5 Sui te #230 Wal nut Creek , CA 94 96 --------- EFFECTIVE DATE: SEE PAGE 1 =--===== -·--------- KMAL DONADO Pag e 1 of 1 - -_ afforded with i n t he polic ies to the certificate holder named be low, w ill prov ide to such certificate h olde r notice of such cancellation w ithi n t h i rty (30 ) d ays of t he cancellat io n date, except in the event th e cance ll ation is due to n on -p ayment of premium, in wh ich cas e Hub w i ll provide to such certifica t e ho lder notice of such cance llati on w ith i n ten (1 0) days of the cance ll ation date." ACORD 101 (20 08/01) © 2008 ACORD CO RP ORATIO N. All rig hts res erv ed . Th e ACOR D name and logo are re gi stered ma rk s of ACORD NAM!::lJ INSURED HF&H CONSULTANTS LLC PO LI CY NUMBER 57 SBA BH91 55 Exhibit D BUSINESS LIABILITY COVERAGE FORM PO LI CY TERM : 09/06/2017 -09/06/2018 {b) Rented to , in tne care , custody or control of, or over wh ich phys ical · control is be ing exercised for any purpose by you , any of your "employees", "vo lunteer workers", any partner or member (if you are a partnersh ip or joint venture), or any member (if you are a limited li ability company). b . Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization whil e act ing as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die , but only: (1) With respect to liability arising out of the maintenance or use of that property; and {2) Until your legal representative has been appointed . d. Legal Representative If You Die Your legal representa tive if you d ie, but only with respect to duties as such . That representative will have all your rights and duties under this insurance . e. Unnamed Subsidiary Any subsidiary and subsidiary ther eof, of yours which is a lega lly incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part . The insurance afforded herein fo r any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured unde r this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insura nce . 3. Newly Acquired Or Fonned Organization Any organization you newly acquire or form , other than a partnership, joint venture or limited liability company, and ove r which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization . However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy per iod, whichever is earlier; and Form 55 00 08 04 05 b. Coverage u nder thi s provis ion does not apply to : (1) "Bod ily injury" o r "property damage" Iha! occurred ; or (2) "Personal and advertising injury " arising out of an offense committed before yo u acquired or formed the organizat ion . 4. Operator Of Mobile Equipme nt With respect to "mob ile equipment'' registered in your name under any motor vehicle registration law , any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to lia bi lity arising out of the operation of the equipment , and only if no other insurance of any kind is available to that person or organizat ion for this liability. However, no person or organization is an insured with respect to : a. "Bodily injury" to a co-"employee" of the person driving the equipment ; or b. "Property damage" to property owned by , rented to, in the charge of or occupied by you or the employer of any person who is an insured under th is provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge , any person is an insured while operating such watercraft with your perm1ss1on. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization fo r. this liability . However, no person or organization is an insured with respect to : a. "Bodily injury" to a co-"emp loyee" of th e person operating the watercraft; o r b. "P ro perty damage" to property owned by , rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. d1tiona l nsure s hen Required y Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below a re additional insureds when you have agreed, in a written Page 11 of 24 Ex hi bit D BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state o r pol itical subdiv ision, that such person o r organ izat ion be added as an additional insured on your policy , provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under t his provision only for that period of time required by the contract , agreement or permit. However, no such person or organizat ion is an add iti ona l in sured under this provision if such person or organization is included as an addi t iona l insured by an endorsement issued by us and made a part of th is Coverage Part, including al l persons or organ izations added as additional insureds under the specific addi tional insured coverage grants in Section F. -Op tiona l Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor). but only with respect to "bodily injury" or "prop1:::rt y damage" ar ising out of "your products" which are distr ibuted or sold in the regular course of the vendor's busi ness and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) Th e insurance afforded to the vendor is subject to the following additiona l exclusions: Page 12 of 24 This insurance does not apply to : (a) "Bodily injury" or "properly damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liab ility for damages that th e vendor wou ld have in the absence of the contract or agreement ; (b) Any express warranty unauthorized by you; (c) Any physica l or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked so lely for the purpose of inspection, demonstration, testing , or th e substitution of parts under instructions from the manufacturer, and then repackaged in the original container ; NA MED IN SU RED . HF&H CONSULTANTS. LLC POLI CY NUMBER : 57 SBA BH9155 PO LI CY TERM : 09/06/20 17 -09/06/2018 (e) Any failure to ma ke such inspections, adj ustments, tests or servicing as the ven dor has agreed to make or no rmally undertakes to make in the usual course of bus iness , in connection with the distribution or sale of the products ; (f) Demonstration , installation , servicing or repair operations , except such operations performed at the vendor's prem ises in connection with the sale of the product ; (g) Products which , after distribution or sale by you , have been labeled or relabeled or used as a container. part or ingred ient of any other th ing or substance by or for the vendor ; or (h) "Bodi ly injury" or "property damage" arising out of the so le negligence of the vendor for its own acts or omissi ons or those of its emp loyees or anyone else acting on ils behalf. Howeve r, this exdusion does not apply to : (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections. adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products . (2) Th is insurance does not apply to any insured person or organization from whom you have acqu ired such products , or any ingredient , part or container , entering into , accompanying or containing such products . b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but on ly with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your maintenance , operation or use of equipment leased to you by such person or organization . Form SS 00 08 04 05 NAMED INSURED HF&H CONSULTANTS . LLC POLICY NUMBER 57 SBA BH9155 PO LI CY TERM : 09/06/2017 -09/06/2018 Exhibit D (2) With respect to the insura nce afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment . c . Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you . (2) Wrth respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structu ral alterations, new construction or demol itio n operations performed by or on behalf of such person or organization . d. Architects, Engineers Or Surveyors (1) Any architect, engineer , or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, i[l whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises ; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these addi tional insureds, the following additional exclusion appl ies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you , including : (a) The preparin g, approving , or failure to prepare or approve, maps, shop drawings, opinions , rep orts , surveys , field orders , change orders, designs or drawings and specifications; or {b) Supervisory, inspection , architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivis ion has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodi ly injury•, "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or uproperty damage" included within the "products- completed operations hazard". f. Any other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e . above, but only with respect to liability for "bod ily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations ; {b) In connection with your premises owned by or rented to you; o r (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to ren der, any professional architectural, engineering or surveying services, including: Page 13 of 24 Exhibit D BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approv ing , o r failure to prepare or approve , maps, shop drawings, opinions , reports, surveys , field orders, change orders, designs or drawings and specifications ; or (b) Supervisory, inspection , architectural or engineering activities. The limits of insurance that apply to additiona l insureds are described in Section D. -Limits Of Insu rance . How this ins urance applies when other insurance is available to an additiona l insured is described in the Other Insurance Condition in Section E. -Liabi lity And Medical Expenses General Conditions . No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarat io ns . D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought ; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations . b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations . Th is General Aggregate Limit applies separately to each of your "locations" owned by or rented to you . "Location" means premises involving the same or connecting lots , or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad . Page 14 of24 NAMED INSURED : HF&H CONSULTANTS , LLC POLICY NUMBER 57 SBA BH9155 POLICY TERM : 09/06/2017 -09/06/2 018 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations . The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medica l Expenses Limit shown in the Declarations . 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of al l damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay unde r Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire , lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner . In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown i n the Declarations . Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section . Form SS 00 08 04 05 NAMED IN SURED HF&H CONSULTANTS. LLC PO LI CY NUM BER 57 SBA BH9155 Exhibit D POLICY TERM: 09/06/2017 -09/06/2018 (6) When You Are Added As An Additional Insured To Other Insu rance That is othe r insurance avai lable to you coveri ng li abil ity for damage s ans1ng out of th e premis es or operati ons, or p rod ucts and compl eted operati ons , for which you have been added as an additional insured by that insurance ; or (7) When You Add Others As An Additional Insured To This ·insurance That is other insurance available to an additional insured . However, the following provisions apply to other insurance available to any person or organization who is an add itional insured under this Coverage Pa rt (a) Primary Insurance When Requ ired By Co ntract This insurance is primary if you have agreed in a written contract , written agreement or permit t hat th is insurance be primary. If other insurance is also primary , we will share with all that other insurance by the method described in c. belo w . (b) Primary And Non-Contrib utory To Other Ins urance When Required By Contract ff you have agreed in a w ritten contract. written agreemen t or perm it that this insurance is primary and non-contributory wit h the additional insure d's own insurance , this insurance is primary and we will not seek contribution from that other insu rance . Paragraphs (a) and (b) do not apply to other insu rance to which the addi t iona l insured has been added as an add itional insured . When this i nsurance is excess , we will have no duty under this Cove rage Part to defend the insured against any "suit" if any oth er insurer has a duty to defend the insured against that "suit". If no other insurer defends , we will undertake to do so , but we will be entitled to the insured's rights against all those other insurers . Form SS 00 08 04 05 BUSIN ESS LIAB ILI TY COVERAGE FORM When this insurance 1s exce ss over ot her ins urance. we will pay only ou r share of th e am ount of the los s, if an y. that exceeds the sum of: (1) Th e total amoun t that all such other in surance would pay fo r the loss in th e · ab sence of th is insurance; and (2) T he tota l of all ded uctibl e and self- insured amounts under all that other insuran ce . We will share t he remain in g loss , if any , with any othe r in sura nce th at is not described in thi s Excess Insurance provi sion and was not bought specifically to ap ply in excess of the Lim its of Insurance shown in the Declara ti ons of this Coverage Part. c. Method Of Sharing If all the other insurance permits contrib utio n by equal shares , we wil l follow th is method also . Under this approach , each insurer contri butes equa l amounts until it has paid its applicab le li mit of insurance or none of the loss remains , whichever com es fi rst. If any of the other insurance does not perm it contribution by equal shares, we will contribute by limits . Unde r this method , each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of al l insurers . 8 . Transfer Of Rights Of Recovery Agai nst Others T o Us a. Transfer Of Rights Of Recovery If the insured has rights t o recover all or part of any payment , inclu ding Supplementary Paym ents , we have made under this Coverage Part, those ri gh ts are transferred to us . The insured must do nothing after loss to impair t hem . At our request , the insured will bring "suit" or transfer those rights to us and help us enforce them . This cond ition does not apply to Medical Expenses Coverage . b . Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insu red has waived any righ ts of recovery against any person or organ iz ati on for all or part of any paym ent , including Supplementary Payments , we have made under this Coverage Part , we also waive that ri ght, provided the insured waived the ir rights of recovery against su c h pers on or organization in a contract , agreement or permi t that w as executed prior to the injury or damage . Page 17 of 24 Exhibit D T HIS ENDORSEMENT CH ANGES T HE POLICY. PLEASE REA D IT CAR EFULLY. WAIVER OF OU R RI G HT TO RECOVER FRO M OTHERS ENDO RSE ME NT -CALI FOR NIA Policy Number: 5 7 WEC ZRS 7 6 5 Endorsement Number: Effective Date: 0 9 / 0 6 / 1 7 Effective hour is th e same as stated on the Information Page of the policy . Named Insured and Address: HF&H CONSULTANTS LLC 201 N CIVIC DR STE 230 WALNUT CREEK, CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this po licy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perfo rm work under a written contract tha t requi res you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additiona l prem ium for this endorsement shall be premium otherw ise due on such remuneration . 2 % of the California workers' compensation SCHEDULE Person or Organization ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQU I RED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US . Job Description AS REQUIRED BY WRITTEN CONTRACT . Countersigned by -------------------- Authorized Representative Form WC 04 03 06 (1 ) Printed in U .SA P rocess Date : 07 /16/17 Pol icy Exp ira ti on Da te: 0 9/06 /18