Loading...
18-064 Hunt Design, Consultant Services for Design of City Hall Demonstration Garden Interpretive Exhibitsp O~lo-5 lb CITY'OF m PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of _J_an_u_a_ry~3_1~,_2_0_1_8 ___________ _ ("Effective Date") by and between the City of Cupe1iino, a municipal corporation ("City"), and Hunt Design ("Contractor"), a California Corporation for Consultant Services for Design of City Hall Demonstration Garden Interpretive Exhibits . 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services ") set fo1ih in detail in Scope of Services , attached here and incorporated as Exhibit A 3. TIME OF PERFORMANCE 3 .1 This Agreement begins on the Effective Date and ends on October 31 , 2018 ("Contract Time"), unl ess te1minated earli er as provided herein . Contractor 's Services shall begin on January 31 , 2018 and shall be completed by Octob er 31 , 2018 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B . 3.3 Time is of the essence for the perfo1mance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory perfo1mance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 8,454.28 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in E x hibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor 's actual costs exceed the capped amount. No extra work or payment is perniitted without p1ior written approval of City. 4.2 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month . Within thiliy (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any fu1iher payment or other obligations under the Agreement. City Projec t City Ha ll Demonstration Garden Interpretive Exhibits (cip2017-03) Professional/Consulting Contracts /Version: No,• 16, 2017 Page l o f 8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee , partner, or joint v enture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker 's compensation or other benefits from the City . 5.2 Contractor's Qualifications. Contractor wairnnts on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry . 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subconh·actors that they are properly licensed , registered , and/or ce11ified to perfonn the Services as required by law and have procured a City Business License . 5.4 Subcontractors. Only Contractor 's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor . 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perf01m the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfom1ing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third patties may be damaging to City. Contractor shall hold in confidence all City infomrntion provided by City to Contractor and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City info1mation as a reasonably prndent conh·actor would us e to protect its own proprietary data . 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including cop yright interests) of Contractor in any product, memoranda , study , rep011 , m ap , plan , dra w in g, specification, data , record , document or other infonnation or work, in an y medium ( collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusi ve prope11y of the City and shall not be shown to any third -pa1ty without prior written approval of City . 7.2 Cop yright. To th e extent pennitted by Title 17 of U.S. Code , all Work Product arising out of thi s Agreement is consid ered "works for hire" and all copyri ghts to the Work Product will b e the prope11y of City. Alternatively, Contractor assigns to City all Work Product copyrights. Co ntractor m ay use copies of the Work Product for promotion onl y with Cit y's written appro val. City Proj ect City Hall Demonstrati on Ga rden Interpretive Exh ibits (cip20 17 -03) Professional/Con s ulting Con tra cts /Vers ion: Nol' 16, 20 17 Page 2 of 8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for autho1ized use of any third pai1y intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The 01iginal Services for which Contractor was hired; (b) Completion of the original Services by others; ( c) Subsequent additions to the original Services; and/or ( d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided 01iginal. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its pe1fonnance in accordance with generally accepted accounting p1inciples. The records must include detailed infonnation of Contractor's perfomrnnce , benchmarks and deliverables , which must be available to City for review and audit. The records and supp011ing documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor 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 will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the tenn of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupe11ino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper aiticles. No signs may be posted, exhibited or displayed on or about City prope11y, except signage required by law or this Contract, without prior written approval from the City. 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 indemnify, defend and hold C ity Project City Hall Demonstration Garden Interpretive Exhibits (cip2017-03) Professional/Consulting Contracts !Ve rsion: Nov 16, 2017 Page 3 of8 hannless City, its City Council , boards and commissions, officers , officials , employees , agents , servants , volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages , claims, 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 re lating to any of the following: (a) Breach of contract, obligations, representations or wan-anties; (b) Negligent or willful acts or omissions conunitted during performance of the Services; ( c) Personal injury, prope1ty damage , or economic loss resulting from the work or perfonnance of Contractor or its subcontractors or sub -subcontractors; (d) Unauthorized use or disclosure of City 's confidential and prop1ietary Info1mation; ( e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other prop1ietary or intellectual prope1ty rights of any third pmty. 11.2 Contractor must pay the costs City incurs in enforcing this provision . Contractor must accept a tender of defense upon receiving notice from City of a third -pmty claim, in accordance with California Public Contract Code Section 9201. At City 's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11 .3 Contractor 's duties under this section are not limited to the Contract Price, workers ' compensation payments , or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be constrned to give rise to an imp lied right of indemnity in fa vor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D , and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement unti l City approves receipt of satisfactory ce1tificates of insurance and endorsements evidencing the type , amount, class of operations co vered , and the effective and expiration dates of coverage. Failure to comply with this provision may result in Cit y, at its sole discretion and without notice , purchasing insurance for Contractor and deducting the costs from Contractor 's compensation or tenninating the Agreement. 13. COMPLIANCE WITH LA ,vs 13 .1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor 's ability to perfo1m. Contractor is responsible for v eri fy ing the employment authori zation of employees perforn1ing the Services , as required by the Immi gration Refonn and Control Act. C i ty Proj ec t City Hall Demo nstration Garde n Interp retive Exhibits (c ip201 7-0 3) Professional/Consulting Contra cts !Version: Nov I 6, 2017 Page 4 of 8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national 01igin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135, and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor wairnnts that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest fo1111 if Contractor makes ce1tain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rnles governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requi1ing reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Alex Acenas, Public Works Project Manager as the City's representative for all purposes under this Agreement, with authority to oversee the progress and perfonnance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Jennifer Bressler ------as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services . Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services . City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or paits therefor at any time. Contractor will be compensated for satisfactory Services perfonned tlu·ough the date of abandom11ent, and wi ll be City Proj ect City Hall Demonstration Garden Interpretive Exhibits (cip2017-03) Professional/Consulting Con tracts /Version: Nov 16, 2017 Page 5 of8' given reasonable time to assemble the work and close out the Services. With City 's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the perfornrnnce of the Services. 16 . TERMINATION City may tenninate this Agreement for cause or without cause at any time. Conh·actor will be paid for satisfactory Services rendered through the date of tennination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17 . GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Comt for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Contractor must continue to provide the Services pending resolution of the dispute. If the Paities 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 legal action , files a complaint or cross -complaint, or pursues arbitration, appeal, or other proceedings to enforce its 1ights or a judgment in connection with this Agreement, the prevailing paity will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third pa1ty beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Patties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Patties. Any modification of this Agreement will be effective only if in writing and signed by each Patty's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. City Project City Hall Demonstration Garden Interpretive Exhibits (cip2017-03) Profess ional/Consulting Contracts /Version: Nm • 16, 2017 Page 6 of8 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be infen-ed herein. Either party may request an amendment to cure mistaken inse1tions or omissions of required provisions . The Pmties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a pmt of the Agreement and in no way affect, limit or amplify the te1ms or provisions of this Agreement. 24. SEVERABILITY/P ARTIAL INVALIDITY If any tern1 or provision of this Agreement, or their application to a pmticular situation, is found by the court to be void, invalid, illegal or unenforceable, such te1m or provision shall remain in force and effect to the extent allowed by such rnling. All other te1ms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to can-y out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is tenninated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confomed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupe1tino 10300 Torre Ave., Cupertino CA 95014 Attention: Alex Acenas, PW Project Manager Email: AlexA@ cupe1iino.org 27. VALIDITY OF CONTRACT To Contractor: Hunt Design ---~--------- 25 N. Mentor Ave. Pasadena, CA 91106 Attention: Jennifer Bressler Email: jen@ huntdesign.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time , (b) is signed by the City Manager or an authorized designee , and (c) is approved for fo1m by the City Attorney's Office. C ity Project City Hall Dem onstrati on Garden Interpretive Exhibits (cip2017-03) Pr()fessiona//Consu/ting Contrac1s !Version: No l' I 6, 20 I 7 Page 7 of8 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 legally 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. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR Hunt Design Title Princ ipal Date (J lf -I 3 -2 6 I g Tax J.D. No.: 95 -4583068 ------- FORM: Cupertino City Attorney City Clerk CITY OF CUPERTINO A Municipal Corporation Name Timm Borden Title Director of Public Works Date flz s/Jl ~ :tt ll?'b /q q -o?J3 10V -9if5" ~Otf it3l c .... 6 \ ¥' City Project City Hall Demonstration Garden Interpretive Exhibits (cip201 7-03) Professional!Co11s11/1i11g Comracts I J'ersion: Nov 16, 20Ji Page 8 of8 EXHIBIT A SCOPE OF SERVICES P.O.# _______ _ The requirements for Basic Services are set forth in this Exhibit A, including general requirements and specific Tasks. Project Description: Demonstration garden environmental graphics, signage and interpretive elements for the Demonstration Garden at Cupertino City Hall. Hunt Design shall provide the following services for the planning, design and supervision of fabrication and installation of environmental graphics. Scope of Work -Services 1. Concept Design (This phase is complete.) 4-.---+-.-VVork with the City to identify opportunities for graphics to complement and fulfill educational objectives. ~Develop design options for all elements. Determine content and placement vvithin the project; Create up to three design concepts for revievv. ~Refine the preferred design into final design. ~,,lork Products: Design presentations 2. Copywriting; Design-intent Drawings (Tasks 2.1, 2.2 and 2.5 are complete.) 6-4-.-----VVorking •11ith the City, prepare final content and copywriting. ~Select materials and methods for fabrication and installation. 2 .3. Design-intent drawings for all panels, exhibit bases and mounting details; prepare design-intent drawings and specifications. 2.4. Prepare production artwork. ~Preliminary project estimate for budgeting purposes prior to bidding process. Work Products: Copywriting; design-intent drawings; artwork. 3. Implementation Supervision 3.1 . Assist in procurement fabrication/installation supervision by qualified exhibit fabricator. 3.2. Review shop drawings, color and materials samples and mock-ups provided by contractors. 3.3. Assist in administration and inspection for installation of typical signage elements. 3.4. Prepare "punch list" of items requiring post installation attention by sign contractor. Work Products: Contractor coordination; submittals review, "punch list." EXHIBIT B SCHEDULE OF PERFORMANCE This Schedule of Performance establishes the milestones for commencement and completion of the Tasks for Basic Services as specified in Exhibit A , Scope of Services. TASK# TASK DESCRIPTION 1 Concept Design (This phase is complete.) 2 Copywriting; Design Intent Drawings 3 Implementation Supervision Cit y of Cu pert ino Hun t Desig n City Hall Demons trat io n Ga rd e n Inte rpreti ve E xhi bit s (c ip20 17-0 3) DURATION n/a 6 weeks starting after the date of Notice to Proceed 8 weeks starting after completion of Task 2 period Pag e 2 of 4 Exhibits A,B ,C EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit Con Compensation supplements the provisions of Section 4 of the Agreement on Compensation, as further specified in Section 4. 1. BASIC SERVICES BUDGET SCHEDULE The following budget schedule will be used to determine monthly compensation for Basic SeNices based on the degree of completion, subject to confirmation and agreement by the City, and budget for each listed Task: TASK# TASK DESCRIPTION TASK BUDGET 1 Concept Design (This phase is complete.) n/a 2 Copywriting; Design Intent Drawings 2,854.58 3 Implementation SupeNision 3,500 4 Reimbursable Expenditures 900 Total for Basic Services: $7,254.28 Consultant may not bill in excess of the Task Budget amount for any Task without prior written authorization from the City, except that Task 4 -Reimbursable Expenditures may be billed with any or all tasks 1-3. With prior written notification, the City has the discretion, but not the obligation, to reallocate the budgeted amounts for each Task. 2. HOURLY COMPENSATION FOR ADDITIONAL SERVICES A budget allowance for Additional SeNices in the amount of $1200 .00 is included in this agreement. Additional seNices will be compensated for only with prior written authorization by City. A. Hourly Rate Schedule. The City will compensate the Design Professional for satisfactory performance of duly authorized Additional SeNices which are subject to hourly billing, based on the hourly rate(s) set forth below, but subject to the compensation limits in Section 4 of the Agreement. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the SeNices, and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include Reimbursable Expenses, which are addressed below and in Section 4 of the City of Cupertino Hunt Design City Hall Demonstration Garden Interpretive E xhibits (cip2017-03) Page 3 of 4 Exhibits A,B,C Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Design Professional Hourly Rates: Principal $175 Co pywriti ng: $100 Programming and Design $140 Drafting $90 B. Reimbursable Expenses. The following are allowed Reimbursable Expenses for authorized Additional Services compensated on an hourly basis (time and expenses), subject to the compensation limits in Section 4 of the Agreement: <modify as appropriate> • Necessary subconsultant services • Individual or multiple document reproductions that exceed 50 pages • Drawing or bid set reproductions to the extent authorized by City • Special software required by City specifically for the Project, excluding standard software programs such as Microsoft Office suite applications (i.e . Word, Excel , PowerPoint, Project, etc .), Adobe Acrobat, or standard photo editing programs • Necessary travel expenses to the extent allowed by City policy, with mileage reimbursed per the current IRS standard mileage rate at the time of travel • Safety equipment required by City policy or the Project scope of services • Mass mailing notifications • Special expenses for public meetings , such as refreshments, interpreters, security, valet parking, facility rental, tents or booths , easels, markers , paper, or presentation equipment City of Cupertino Hunt Design City Hall Demonstration Garden Interpretive Exhibits (c ip 20 17-03) Page 4 of 4 Exhibits A ,B,C EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED V: Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Fonn CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this ~~ISO Fo1m CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City 's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured . / 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and prope1ty damage. \/3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. D Not required. Consultant has provided written v erification ofno employees. V 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate . If written on a claims made fom1: a . The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services . c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy fom1 with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-In su rance R equirem ents fo r D es ig n P rofess ionals & Con s ultants Con tracts Form Updated F eb. 2018 1 Additional Insured Status The City of Cupertino , its City Council, officers , officials, employees , agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant 's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Prima,y Coverage Coverage afforded to City/Additional Insureds shall be prin1ary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work perfonned by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements p1ior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the 1ight to modify these insurance requirements/coverage based on the nature of the risk, prior experience , insurer or other special circumstances, with not less than ninety (90) days prior written notice . Ex h. D-In s uran ce R equirements for D es ig n Profess ionals & Con s ultants Con tra cts Form Updated F eb . 2 01 8 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) ~ 04/23/2018 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 I NSURANCE 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 CONTACT NAME : Joe Chiang(3079G49) PHONE 818-6 14-9014 I FA X 818-330-524 7 IA/C No Ext\; IA/C Nol: 26500 Agou ra Rd Ste 202 E-MA IL ADDRESS : INSURER(S) AFFORDING COVERAGE NAIC # Ca labasas CA 91302-3555 INSURER A: Truck Insurance Exchange 2 1709 IN SURED INSURER B : Farmers Insurance Exchange 21652 HUNT DESIGN ASSOCIATES IN C INSURER C: Mid Century In surance Company 21687 25 N MENTOR AVE IN SURER O : INSURER E : PASADENA CA 9 1106 IN SUR ER F : COVERAGES CERTIFICATE NUMBER · REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAV E BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERIOD INDICATED . NOTWITHSTANDING AN Y REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDIT IONS OF SUCH POLICIES . LIMITS SHOWN MA Y HAVE BEEN REDUCED BY PAID CLAIMS . INSR AODL SUBR POLICY EFF POLICY EXP LTR TYPE OF INS URAN CE IN SR ""'D POLI CY NUMBER I MM/OD/YYYYI IMM/00/YYYYI LI MIT S GENERAL LIABILITY EACH OCC URRENC E s ,/ 2,000 ,000 x COMM ERCIAL GENE RAL LI ABIL ITY DAMAG E TO RE NT~O s 75 ,000 PR EMIS ES tEa occurrencel ~ D CLAIMS-M ADE [X] OCCUR MEO EXP (A ny on e person) s 5 ,000 A y 60550 1500 11/28/2017 11/28/2018 PER SONAL & A DV INJURY s 2 ,000 ,000 ~ GENER AL AGGR EGATE s f--i/ 4,000,000 GE N'L AGGR EGATE LI MIT APPLIE S PER : PR ODU CTS -COM P/O P AGG s 2 ,000 ,000 ~ POLI CY n ~rPr rxl LOC s AUTOMOBILE LIABILITY COMBINED SINGLE LI MI T v' 2 ,000 ,000 {Ea acadentl s - ANY AUTO BODILY INJURY (Per person) s --ALL OWNED SC HEDUL ED A AUTOS AUTOS y 605501500 11/28/2017 11/28/2018 BODILY INJ UR Y (Per acci dent) S X X NON-OWN ED rp~?~t t;d-Z,t~A MAG E s HIRED AUTOS AUTOS s UMBRELLA LIAB H OCC UR EAC H OCCURRENC E s - EXCESS LIAB CLA IMS-MADE AGGR EGATE s DED I I RETE NTIO N s s WORKERS COMPENSATION I T~~JrnI,~~ I 10:~- ANO EMPLOYERS' LIABILITY Y/N v' 1,000 ,000 ANY PROPR IETOR/PARTNER /EXECUTI VE D y B18094989 11/28/2017 11/28/2018 E.L. EAC H ACC IDEN T s B OFFI CER/ME MBER EXC LUDED ? N/A (Mandatory in NH) E.L. DI SEAS E -EA EMP LOY EE S 1,000 ,000 If yes , de scri be unde r E.L. DI SEASE -PO LI CY LIMI T s 1,000,000 DE SC RIPT ION OF OPERATI ONS below DESCR IPTION OF OPERA TI ONS/ LOCATIONS/ VEHIC LES (Attach ACORD 101 , Additional Remarks Schedule, if more space is required) 30 DAY NOTICE OF CANC ELL ATION THE C ERT IFICATE HOLDER IS NAMED AS ADDITI ONAL IN SURED PROJ ECT : JOB #3006 JOB SITE/NAME : C upertino Interpretive Ga rd en Exhibit . JOB A DDRESS: Cupertino, CA 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 10300 Torre Ave ACCORDANCE WITH THE POLICY PROVISIONS . / \ /,,,· AUTHORIZED REPRESENTATIVE i / / Cupertino CA 95014 ' .. ,. "(,.'f . \ ~( ' -·-I ' / ' ACORD 25 (2010/05) © 1988-2010 ~~v, ,..., ~v," v, ,~, ,v ... All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 2/13/20 1 8 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 ~~~~~C T Certi fi cate Deoartment Cavignac & Associates iA~gNJo Extl : 619-744-0574 J ;£)2 Nol: 619-234-8601 450 B Street, Suite 1800 San Diego CA 92101 ~oriA~~ss: certificates@lcaviqnac.cDm INSURER(S) AFFORDING COVERAGE NAI C# INS URER A: Philad elph i a Indemnity Ins. Co 18058 IN SURED HUNTDES-01 IN SUR ER B: Hunt Design Associates, In c . INSURER C: 25 N Mentor Avenue Pasadena CA 91106 INSURER D: IN SURER E: INS URE R F : COVERAGES CERTIFICATE NUMBER: 771068726 REVISION NUMBER· THIS IS TO CERT IF Y THAT THE POLICIES OF IN SUR ANCE LISTED BELOW HAV E BEEN ISSUED TO THE INSURED NAM ED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TER M OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHIC H THIS CERTIF ICA TE MAY BE ISSUED OR MAY PERTAIN, THE IN SUR ANCE AFFORDED BY THE PO LI C IE S DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS O F SUCH POLICIES . LIMIT S S HOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR POLI CY EFF POLICY EXP LTR TYPE OF INSURA NCE INSD WVD POLI CY NUMBER {MM/DD/YYYYI IMM/DD/YYYY I LI MITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s -D CLAIMS-MADE D OCCUR DAMAGE TO RENTED PR EMISES /Ea occurrence) s f-- MED EXP (A ny one person ) s PERSONAL & ADV INJURY f--s GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ Fl D PRO-D LOC PRODUCTS -COMP/OP AGG POLICY JECT s OTHER : s AUTOMOBI LE LI AB ILI TY ?E~~~~~~~llNGLE LIMIT s - ANY AUTO BODILY INJURY (Per person ) s -ALL OWNED -SCHEDULED AUTOS AU TOS BODILY INJURY (Per accident) s --NON -OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS /Per accident) s --s UMBRELLA LIAB H OCCUR EACH OCCURRENC E s - EXCESS LIAS CLAIMS-MADE AGGREGATE s OED I I RETENT ION s s WORK ERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER YIN I ANY PROPRIETOR/PARTNER /EXECUT IVE D I E.L. EAC H ACCID ENT s OFFICER /MEMBER EXCLUDED? N/A (Mandatory in NH) I E.L. DISEASE -EA EMPLOYEE s If yes, describe under E.L. DISEASE -POLICY LIMIT s DESCR IPT ION OF OPERATIONS bel ow A Professional Liability PHSD1312945 3/1/2018 3/1/2019 Each Claim S2 ,000 ,000 Aggregate S2,000,000 DESCRIPTION OF OPE RATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Add itio n al Remarks Schedule, may be attached if more space is required) Re: Project #3006_Cupertino Interpretive Garden Exhibit. Professional Liability -Cla im s made form, defense costs included wi t hin limit. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTIC E WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . City of Cupertino 10300 Torre Avenue AUTHOR IZED REPRESENTATIVE Cupertino CA 950 14 • A•') I \~~- © 1988-2014 ACORD CORPORATION . All rights reserved . ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 60550-15-00 BUSINESSOWNERS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY Name Of Person Or Organization: CITY OF CUPERTINO SEE E0002 SCHEDULE* * Information required to complete this Schedule , if not shown on this endorsement, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in the Businessowners Liability Coverage Form : 4. Any person or organization shown in the Sched- ule is also an insured, but only with respect to liability arising out of your ongoing operations performed for that insured . BP 04 50 01 97 Copyright, Insurance Services Qffice , Inc., 1997 Page 1 of 1 D Attach to your policy with the same policy number shown on this endorsement. ENDORSEMENT ADDITIONAL INSURED -BP04500197 OWNERS, LESSEES OR CONTRACTORS CITY OF CUPERTINO CAPITAL IMPROVEMENT PROGRAM 60550-15-00 Policy Number of the Company designated in the Declarations CITY, ITS CITY COUNCIL, BOARDS, AND COMMISSIONS, OFFICERS, EMPLOYEES AND VOLUNTEERS SHALL BE NAMED AS AN ADDITIONAL INSURED UNDER ALL INSURANCE COVERAGES This endorse ment is p a rt of your policy. It superse d e s and controls a nything to the contrary. It is otherwise subj e ct to all other terms of th e policy . COUNTERSIGNED (Dat e) 91-0002 (E 0002) 1ST EDI TION 3-88 PR INTED I N U.S.A. ~ FARMERS' INSURANCE WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY Named . HUNT DESIGN ASSOCIATES INC Insured . 25NMENTORAVE PASADENA CA911061709 Effective Date 03 /23/18 Agent 30-79-G49 B 1809-49-89 WC990620 20 17 Policy Number Policy of the Company Year WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-SPECIFIC We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Sct,edule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) You must maintain payroll records accurately segregating the remuneration of your employees while e ngaged in the work described in the Schedule. The additional premium for this endorsement shall be 3% % of the Workers' Compensation premium otherwise due on such remuneration, subjecttoa minimum chargeof----'-$_2s_o __ _ Person or Organization 25NMENTORST CITY OF CUPERTINO 10300TORREAVENUE CUPERTION , CA 95104 Schedule Job Description SIGN DESIGN @CUPERTINO INTERPRETIVE GARDEN EXHIBIT This endorsement is part of your policy. It supersed es and controls anything to the contrary. It is otherwise subject to all the terms of the policy. Countersigned-------------- Authorized Representative WC 99 06 20 9-07 93-6370; WC990620B Pag e 1 of 1 )63 70 111