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18-066 SSA Landscape Architects, Inc., McClellan Ranch West Parking Lot Improvement Project
CITY OF 1111 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) . . · WITH SSA LANDSCAPE ARCHITECTS, INC. FOR THE McCLELLAN CUPERTINO RANCH WEST PARKING LOT IMPROVEMENT PROJECT 1. PARTIES This Agreement is made and entered into as of F ebrua1y 1, 2018 ---~~--------------- ("Effective Date"), by and between the City of Cupe1tino, a municipal corporation ("City"), and SSA Landscape Architects, Inc. ("Consultant"), a Corporation for the McClellan Ranch West Parking Lot Improvement Project _____________________________ ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set fo1th in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly , in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be autho1ized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in w1iting. All references to "Services" in the Agreement include Basic Services and Additional Services, unless othe1wise stated in writing. The Services may be divided into separate sequential tasks, as finther specified in this Agreement, the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly co1Tect them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its e1TOrs or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2019 unless te1111inated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Perfonnance, attached and incorporated here . Consultant must promptly notify City of any actua l or potential delay in providing the Services as scheduled to afford the Pa1ties adequate oppo1tunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City 's Notice to Proceed ("NTO "), and must complete each task within the time specified in Ex h ibit B. City Project McClellan Ran ch West Parking Lot Improvem ent Project Design Professional Agreement (s in g le) /Rev. Dec. 2017 Page I of 10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time , resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory perfonnance of the Basic Services and Additional Services, if approved , a cumulative total amount that will be capped so as not to exceed $57,099.79 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract P1ice includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is pennitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $ 50,961.79 ("Lump Sum Price") for · the complete and satisfactory perfonnance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials , supplies, equipment, travel , taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed$ 6,138 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses , in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of 1101mal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes , telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services . The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task , as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services . Disputed amounts shall be subject to the Dispute Resolution provision ofthis Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis , each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services ; (ii) a succinct sununary of the Services perfo1med by each person; (iii) the time spent per person, in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all pennitted reimbursable expenses. Ci ty Project McClellan Ran ch West Parking Lot Improvement Project Design Profess ional Agreement (s ingle) /Rev. Dec. 20 l 7 Page 2 o f I 0 b. Rates and Receipts. All hourly rates and reimbmsable expenses must conform to the City- approved rates set fo1th in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, paitner, or joint venture of the City. Consultant is solely responsible for the means and methods of perfo1ming the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker 's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals perf01ming similar services in the San Francisco Bay Area. Services may only be perfo1med by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be perfo1med as specified to City 's reasonable satisfaction. 5.3 Permits and Licenses. Consultant waiTants on behalf of itself and any subConsultants that they are properly licensed, registered , and/or certified to perforn1 the Services , as required by law , and that they have procured a valid City Business License. 5.4 SubConsultants. Unless p1ior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers ' compensation, commercial liability, auto , and professional liability in reasonable conforn1ity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the p01tion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, mate1ials and equipment required to perforn1 the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid , mitigate, and c01Tect them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential infornrntion 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. Consultant shall hold in confidence all City inf01mation and use City Project McClellan Ranch Wes t Pa rk ing L ot I111 prove111 en t Project D esig n P rofessiona l Agreem ent (si ng le) /Rev. D ec. 20 J 7 Page 3 o f 10 it only to perfonn this Agreement. Consultant shall exercise the same standard of care to protect City info1mation as a reasonably prndent Consultant would use to protect its own proprietary data . 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, repo1t, map, plan, drawing, specification, data , record , document, or other infom1ation or work, in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive prope1ty of the City and shall not be shown to a third-patty without prior w1itten approval by City 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is detemuned under federal law that the Work Product is not "works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details , but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual prope1ty if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of ,vork Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City 's re-use of Work Product: (a) For work related to the 01iginal Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; ( c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute pait of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides , except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF f01mats , and unless othe1wise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed info1mation about Consultant's perf01mance, benclunarks and deliverables. The records and suppo1ting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant 's books and records for review and audit, to make transcripts or copies , and to conduct a prelinunary examination of all the work, data , documents , proceedings, and activities related to this Agreement. If a supplemental ex amination or City Project McClellan Ranch West Parki ng Lo t Im p rovement Project Des ig n Professional Agreement (si ng le) /Rev. D ec. 2017 Page 4 o f 10 audit of Consultant 's records discloses non-compliance with appropriate int ernal financial controls, a contract breach, or a failure to act in good faith , City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instrnments of service/deliverables for review and audit. This Section survives the expiration/te1mination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate , or transfer this Agreement, or any interest therein, directly or indirectly, b y 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 Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers , press releases , posters , brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, exc ept signage required by law or this Agreement, 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 or active negligence or willful misconduct of City personnel , Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials , employees , agents , servants, volunteers and consultants (collectively, "Indemnitees"), as follows : a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend , and hold harmless Indemnitees from and against any and all liability, claims , actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively, "Liability"), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers , officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City 's choice, expert fees , and all other costs and fees of litigation. In addition to its indemnity obligations , Design Professional will provide its immediate and activ e cooperation and as sistance to the City, at no additional cost to the City, in analyzing , defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harn1less Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent ri ght or cop yri ght, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to , or relates to Consultant's City Project McClellan Ranch Wes t Parkin g Lo t I mprovement Project Desig n Professional Agreem ent (si ngle) /Rev. Dec. 2017 Page 5 of l 0 negligence, recklessness, or willful misconduct. Such costs and expenses w ill include reasonable attorney fees for le g al counsel of City's choice , expe1t fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "a " and "b " above, Consultant shall indemnify, defend, and hold haimless the Indemnitees against any and all liability, claims , actions , causes of action or demands whatsoever, including any injury to or death of any person or damage to property , or other liability of an y nature arising out of, pertaining to , or relating to the performance of this Agreement b y Design Professional , its employees , officers , officials , agents or subconsultants, including liability based on breach of contract, obligations , or wananties , or any unauthorized use or disclosure of City 's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit ar ising out of this Agreement. Consultant 's duties herein are not limited to or subject to the Contract Price, to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee . 11.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to pay for any oflndemnitees ' defense related costs will be limited to its proportionate share of fault , as determined by final decision by a comt of competent jurisdiction, subject to any applicable exceptions in Civ il Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties , including reasonable attorney fees , fees for legal counsel acceptable to City, expert fees , and all other costs and expens es related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights , City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements ev idencing the type, amount, class of operations co v ered, and the effectiv e and expiration dates of co v erage. Alternativ ely, City may te1minate this Agreement or in its sole discretion purchase insurance at Consultant 's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13 .1 General Laws. Consultant shall comply with all laws and regulations applicable to this A gre ement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant 's ability to perf01m . Consultant is r esponsible for v eri fy ing the emplo yment autho1i zation of employees performing the Serv ices , as required b y the Immigration Refo1m and Control Act, or other fe deral or state law , rule or r egulation. City Pr oject McC/e /fa n Ranch West Parking Lot Improvemen t Proj ect Desig n Professiona l Agreement (s in g le) /Rev. Dec. 20 I 7 Page 6 o f I 0 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5 . 13.3 Discrimination Laws. Consultant 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. Consultant shall comply with all anti-discrimination laws, including Govenm1ent Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13 .4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant wan-ants 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 Govenunent Code Section 1090 et seq. Consultant may be required to file a conflict of interest fo1m if Consultant makes ce1iain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be perfo1med by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees . 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or tern1inating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indenmification under Section 11. Consultant agrees to indemnify, defend, and hold City haimless from and against any loss, liability, and expenses aiising from noncompliance with this Section. 14 . PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Alex Acenas, PW Project Manager , who shall have the authority to manage this Agreement and oversee the progress and perfonnance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative . 14.2 Consultant Project Manager. Subject to City's reasonable approval , Consultant's Project Manager for all purposes under this Agreement will be _S_te_v_e_S_u_t_h_e_rl_a_n_d __________ _ who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and perfonnance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Perfonnance, and providing regular updates to the City 's Project Manager on the Project status, progress, and any delays. City w1itten approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays . City Project McClellan Ranch West Parking Lot Improvement Project Design Professional Agreement (s in gle) /Rev. Dec. 20 J 7 Page 7 o f I 0 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services perfonned through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant 's final invoice reasonably approved by the City . 16. TERMINATION City may te1minate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of te1mination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant 's final invoice. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rnles which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California . Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rnles , and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). If a dispute arises , Consultant must continue to provide the Services pending resolution of the dispute. If the Paiiies elect arbitration , the arbitrator's award must be suppo1ied 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 rights or a judgment in connection with this Agreement, the prevailing paiiy will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract pro visio n. City 's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. City Project McClellan Ranch Wes t Parking Lot improvemen t Project Des ign Professional Agreem ent (si ngle) /Rev. Dec. 20 17 Pa ge 8 of I 0 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Paiiies, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Pa11y's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be infe1Ted in this Agreement. Either paiiy may request an amendment to cure any mistaken inse11ion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a pai1 of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any te1m or provision of this Agreement, or their application to a pai1icular situation, is found by the cowi to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such rnling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below , and will be considered effective on the date of personal delivery, the delivery date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce11ified, or the next business day following electronic submission: To City of Cupertino 10300 To1Te Ave. Cupe11ino CA 95014 Attention: Alex Ac ena s, PW Project Manager Email: AlexA@cupertino .org To Consultant: SSA Landscape Architects 303 Potrero St., Suite 40-C Santa Cru z CA 95060 Attention: Steve Sutherland Email: steve@ ssala .com City Project McC/e!!m, R an ch Wes t P arking lot !111p ro ve111 e11t Project D esig n Professional Ag reem ent (s in g le) /Re v. Dec. 201 7 Pa ge 9 o f 10 27. VALIDITY OF CONTRACT This Agreement is vali d and e nforcea bl e only if it co mpli es with th e contra c t provision s of upe1tino Muni c ipal Code Chapters 3 .22 and 3 .23 , is signed b y the City Manager or authori ze d designee, and is approved for form by th e City Allorn ey's OfTic e . 28. EXECUTION T he pe rso n executing thi s Ag reement on behalf of Consultant represents and wan-ants that Con ult ant has th e right , power, and authority to enter into thi s Agreement and carry out all ac tion s herein, and that he or she is authorized to exec ut e thi s Agreement, which constitutes a lega lly bind ing obliga ti on of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which , tak en togeth er, constitute a si11gle binding instrument. IN WITNESS WHEREOF, the parti es have caused the Agreement to be execut ed on th e Effectiv e Dat e stated ea rli e r in thi s Agree me nt. CONSULTANT SSA Landscape AJ·chitects, Inc . ~;~~~ Name tcve Suth er land Titl e Pr incipal Dale ~ Ui'/e Tax I.D . No.: 77-0308064 ------- Cupertino City Attorney ATTEST: ;L ~jx CES ~ T )-f_{/ f City Clerk CITY OF CUPERTINO A Municipal Corporation By~ Name Timm Borden Title Direc tor of Publi c Work s Dat e '}_j ~J~/151 r 7 4 61-I O q C( _'~ ,p O 2-o L 1 · '5 I 8 c..f J-o . qq, O?;tJ ~ ttJ7J , (lo$ ~ ooJ . OJi. 0 'Jo.. City l'roject ,\/c C/ella11 fl a11d1 lf'es t l'arki11g Lot l111pro1·e111,•11t />ro)'!C't De.,·1g11 l'mf,•.\·s10111il Agreement (,i11gle) Ille,•. Dec :!0 17 Page 10 of 10 EXHIBIT A SCOPE OF SERVICES CONSULT ANT shall p erfon11 landscape architectural services as detailed in the following se ctions related to the McClellan Ranch West Parking Lot Improvement project. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves providing landscape architectural design services through Construction Administration, in connection with the parking lot improvement project at the vacant space at McClellan Ranch West. The parking lot shall have a meadow-like appearance using permeable surfaces. It will have a non-traditional parking layout that can be informal or very efficient with parking attendants during events. It will incorporate erosion control measures and limited riparian buffer plantings at the top of the creek bank. B. General Performance Requirements: 1 . The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULT ANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. 5. CONSULTANT shall provide copies of such documentation to the CITY, and as dire cted by the CITY, to other appropriate agencies and entities. CONSULTANT s hall coordinate all responses to comments through the CITY. 6. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule of performance indicated in EXHIBIT B may be adjusted by mutual agreement. 7. CONSULT ANT shall manage its SUBCONSULT ANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable d esign criteria, and communicate with members of the PROJECT team. City of Cupertino McC lellan Ranch West Parking Lot Improvement SSA Landscape Ard1itects, Inc. Exhibits Page 1 of 7 8. CONSULTANT shall submit work products to the CITY, according to SECTION 2 -TASKS, of this EXHIBIT A for purposes of evaluation and approval b y the CITY. C. Estimate of Probable Construction Cost: At 95% Construction Documents and 100 % Construction Documents phases, CONSULTANT shall prepare an estimate of probable construction cost as a decision-making tool. SECTION 2. TASKS A. Conceptual Design Phase (This phase has been completed.) 1 . Meet vvith CITY to collect additional information and further discuss design opportunities and constraints, budget, phasing and schedule, and develop the Program for Design . 2. Take site notes, photograph all areas and prepare a brief site analysis. 3. Prepare an electronic AutoCAD base from the survey provided by CITY. 4. Develop tv,'o conceptual plans for all of the abovementioned program elements. 5 . Prepare a plan view illustrative graphic plan. 6. Prepare a rough cost estimate as a decision makir-tg tool. 7. Meet \>\1:th CITY to present the conceptual plan and cost estimate, collect feedback and collaborate ·,vith CITY on ideas that will be incorporated into a Th"',al preferred concept. 8. Prepare fi,-,al preferred concept based on the outcome of the above meeting. 9. Update the construction cost estimate. 10. Present final preferred concept plar, ar,d collect feedback to be used in the Final Conceptual Plan. 11. Based on comments from the above meeting, develop the Final Conceptual Plan and illustrative colored plan view. 12. Update the construction cost estimate. 13. Present the Fir.al Conceptual Plan and discuss phasing and next steps. B. Design Development (DD) Phase: (This phase has been completed.) The de s ign will be based on the preferred Conceptual Design, dated 10 21 2016 , with the addition of pedestrian scale site lightir.g compatible •,\cith the riparian habitat settir.g. This phase vvill fi_..-,,alize all materials, finishes and permeable pavement types fm the project. Excluded are the further e)<amir.ation of the driver.v ay entrar.ce location or parking lot size, shape or dimens ions . The DD Package ·,\cill generally ir.clude the following components, r,vhich may be consolidated ir.to comnwn s heets where feasible: • Drive ai s le and parkir,g stall permeable pavements, ir,cluding mair.tenance requirements • Cover Sheet City of Cupertin o McC l ell an Rand1 West Parking Lot Improvement SSA Landscape Ard1itects, In c. Exh ibits Page 2 of 7 • Site PlaR • Matefials and Fir.ishes PlaR • Layout Plar, • Grading and Drainage Plan • Pavement Details • Plar.ting Plar. (extent of Festoration aRd plant palette only) • IHigation Plan (POC, equipment and apprnach only) • Ernsion Control Plan • Site Lighting Plar. • PG&E application fof seFvice • DD level estimate of prnbable constmction costs The pFepaFation of the DD package shall include the follo=wrr.g tasks: a. Reseafch peFmeable pavement solutions that v.ill prnvide a meadov,r like surface that Femains mair.tainable aRd consistent ·,vi.th the £ipa£iar, setting. b. Meet ·,vi.th the civil engineeFing subconsultar.t to discuss permeable pavement options. c. PFepare aR initial mati·ix of peFmeable pav ement options 1-.vith prns and cons categoFies including maintenance, cost, aesthetic value, etc. d. PFepare an updated Site Plar. that includes site lighting aRd planting/iHigation infoFmation. e . Meet v.ith CITY ar.d civil engineering subconsultaRt to discuss penneable pavement options, and decide on best apprnach to pFesent to stakeholdefs and end users . Plar.ting aRd iHigation infoFmation v,zill also be discussed at this meeting. f. Prepare final matrix, peFtinent prnduct imageFy aRd Site Plan fof meeting ·.vith stakeholdern and end usefs. g. PFepare ar. abbFeviated cost ar.alysis fof the pFefeFred pavement matefials. h. Meet ·,o,rith CITY, ir.cluding stakeholdern and end usern, to finalize decision on pavement matefials. i. PFepare aRd submit to the CITY ar. electrnnic copy of the Draft DD Package fof comment. j. Update aRd submit an electronic copy of the Draft DD level constmction cost estimate. k. Collect feedback aRd pFepaFe Fi:r.al DD Package. I. Present the Final DD Package and discuss phasing; bid alternates ar..d next steps. C. Construction Documents (DD) Phase: (This phase is partially completed.) I. Attend a kick-off m e eting with the City and design team. 2 . Complete the r e search for the meadow planting with CU soil. 3. Incorporate comme nts from previous submittal to prepare and submit the 95 % Construction Documents (PS&E). 4 . Provide QA/QC check on the 95 % PS&E. 5. Submit electronic (PDF) copy of the 95 % PS&E for CITY review. C ity of Cuper tin o McC lellan Ran d1 Wes t Pa rk in g Lot Improv em ent SSA Landsca p e Armite cts, Inc. Exhibits Page 3 of 7 6. Attend a page-turning design review meeting to s pecifically discuss the planting plan and the materials and finishes for the parking lot. 7. Incorporate comments from previous submittal to prepare and submit the 100% Construction Documents. 8. Respond to questions from the CITY to facilitate completion of the Project Manual b y the CITY. 9. Visit the site with the draft 100 % PS&E for QA/QC plan check. 10. Collect feedback and finalize/compile the 100 % Construction Document/Bid Package. 11. Submit electronic (PDF) copy of 100% PS&E withe-signature for CITY use in publishing for bidding. 12. Coordinate the work during this phase. D. Bid Phase Support: 1. Attend one pre-bid conference at the project site, facilitated b y CITY. 2. Respond to bidder questions for up to (2) written addenda as required. 3. Coordinate the work during this phase. E. Construction Phase Support: 1. Attend one pre-construction meeting. facilitated by CITY. 2. Review project submittals and provide comment. 3. Review and respond to RFI's. 4. Provide bulletins and clarification drawings as required. 5. Attend (6) construction meetings and provide a summary memo of field observations. 6. Conduct one substantial completion job walk and furnish a summary memo of punchlist items. 7. Conduct one final completion job walk and furnish summary memo. 8. Coordinate the work during this phase. ADDITIONAL SERVICES Consultant services beyond the work in these tasks may be provided b y CONSULTANT as A dditional Services only if such Additional Services are authorized in writing by the OTY in advance . An Additional Services allowance of SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS($ 6,138) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accow1ting with a maximum not to exceed. City of Cupertino McC lellan Rand1 West Parking Lot Improvement SSA Landscape Armitects, Inc. Exhibits Page 4 of 7 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by June 30, 2019. A. Maximum Compensation . EXHIBIT C COMPENSATION The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULT ANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed FIFTY-SEVEN THOUSAND NINETY-NINE AND 79/100 DOLLARS($ 57,099.79). CONSULT ANT agrees that it shall perform all of the services set forth in EXHIBIT A of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of FIFTY THOUSAND NINE HUNDRED SIXTY-ONE AND 79/100 DOLLARS ($50,961.79). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS ($ 6,138). B. Method of Payment For the Tasks outlined above, CONSULT ANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule for services perfonned, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULT ANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set fo1th below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. City of Cupertino MC.C:l ellan Rand1 W es t Parking Lot Improvement SSA Landscape Ard1itects, Inc. Exhibits Page 5 of 7 C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Description Task A: Conceptual Design (This phase has been completed.) Task B: Task C: Task D: Design Development (This phase has been completed.) Construction Documents (This phase is partially completed.) Bid Phase Support Task Compensation n/a n/a 28,586.79 2,863 19,512 Task E: Construction Phase Support Additional Services Allowance 6,138 TOTAL $57,099.79 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed FIFTY SEVEN THOUSAND NINETY-NINE AND 79/100 DOLLARS($ 57,099.79). D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE Task A: Conceptual Design Task B: Design Development Task C: Construction Documents Task D: Bid Phase Support Task E: Construction Phase Support Additional Services E. Subconsultant Services. PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE n /a n/a 100 % 100 % 100 % Paid Pursuant to Subsection G below CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. City of Cupertino McC lellan Rand1 West Parking Lot Improvement SSA Landscape Armitects, Inc. Exhibits Page 6 of 7 F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services p erformed under Tasks A and B in EXHIBIT A. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS($ 6,138) for the payment of Additional Services. The CITY shall not authorize and CONSULT ANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULT ANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month . In the event Additional Services are authorize d, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule in EXHIBIT C-1. The rates shown therein s hall stay in effect during the full term of the contract. The CITY s hall pay Additional Services Invoices as provided in this EXHIBIT C. City of Cupertino McC lell an Ranch West Parking Lot Improvement SSA Landscape Architects, Inc. Exhibits Page 7 of 7 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 l. Commercial Genera l 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 Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Fom1 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 mininmm insurance coverage requirements and/or limits shall be made availab le 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. J 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 verification of no employees. J 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with lin1its no less than $2,000,000 per occurrence or $2,000,000 aggregate . If written on a claims made fo1111: 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 fonn 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 hav e all the following conditions and provisions: Ex h. D-Jn suran ce R equ irements for Design Profess iona ls & Consultants Contracts 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 fonn of an endorsement to Consultant 's insurance (at least as broad as ISO Fonn CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers , officials, employees , or volunteers shall be exces s 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 performed b y Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a wai v er 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, or better. 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 prior to conm1encement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract tenn. 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 right to modify these insurance requirements/coverage based on the nature of the risk, prior ex perience, insurer or other sp ec ia l circumstances , w ith not l ess than ninety (90) day s prior written notice. Exh. D-ln suran ce R equirements/or D es ig n Profess ionals & Consultan ts Co ntra cts Fo rm Updated F eb. 201 8 2 SSALAND-01 FRENCHD ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 4/13/2018 THIS CERTIFICATE JS 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 JNSURER(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 JS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 RECE IVE D 2RAAI~cT Danielle French JOA Insurance Services rigNJo, Ext): (619) 57 4-6220 I FAX 4370 La Jolla Village Drive (A/C , No):(619) 57 4-6288 E-MAIL Suite 600 APR 1 9 REC 'D ADDRESS : San Diego, CA 92122 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A : RLI Insurance Comoanv 13056 INSURED PUBLIC WORKS DEPARTMENT INSURER B : The Hanover Insurance Comoan~ 22292 SSA Landscape Architects, Inc. INS URER C ; 303 Potrero Street Ste. 40C INSURER D: Santa Cruz, CA 95060 INSURERE ; INSURER F ; COVERAGES CERTIFICATE NUMBER· REVISION NUMBER · THIS JS TO CERTIFY THAT THE POLICIES OF INS URANC E LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI CAT ED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN JS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE ~r-?.P~ SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS IT" WVD IMM/DDIYYYYI IMM/DDNYVV' A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ V 2,000,000 1 CLAIMS-MADE 0 OCCUR X X PSB0001367 04/13/2018 04/13/2019 DAMAGE TO RENTED 1,000,000 PREMISES /!;a occurrence\ $ X Add'l lnsd/Prim/WOS MED EXP (Anv one oersonl $ 10,000 X Form #PPB3040212 PERSONAL & ADV INJURY $ 2,000,000 -V 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ Fl POLICY ~ f~i D LOG PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY ~OMBINED SINGLE LIMIT Ea accident 1 $ V 1,000,000 - X ANY AUTO X X PSA0001054 09/01/2017 09/01/2018 BODILY INJURY (Per oersonl $ -OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY /Per accident) $ --HIRED ~8tai~'r.~ 1P~9~fc~di;::;t~AMAGE $ -AUTOS ONLY -$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ r-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ A WORKERS COMPENSATION X I ~ffruTE I I OTH- AND EMPLOYERS ' LIABILITY ER YIN X PSW0001189 09/01/2017 09/01/2018 V 1,000,000 ANY PROPRIETOR/PARTNER/E XECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLU DED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 B Prof Liab/Clms Made LH3799104008 04/13/2018 04/13/2019 Per Claim V 2,000,000 8 Per Claim Ded: $10K LH3799104008 04/13/2018 04/13/2019 Aggregate V 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES tCORD 101, Additional Remarks Schedule, may be attached if more spac e Is required) Re : McClellan Ranch Parking Lot Improvement roject City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are Additional Insureds on Primary & Non-Contributory basis with respect to the General Liability and Auto Liability as required by written contract. General Liability, Auto Liability and Workers Compensation includes Waiver of Subrogation as required by written contract. Professional Liability Aggregate Limit is the Total Ins Available for all Covered Claims Reported within the Policy Period. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino AUTHORIZED REPRESENTATIVE Attn: Alex Acenas, PW Project Manager c?~ 10300 Torre Ave ICunertino CA Q,;n14 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Nu RLI Insurance Company Na m ed I n s 11rt:~&.-,e-e-,'1-1--,,,.:;-:;::i;::-;:;- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations ; b. In connection with premises owned by or rented to you ; or c. In connection with "your work" and included within the "product-completed operations hazard ". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis , or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additiona l insured as a named insured , and we will not share with that other insurance , provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement ; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have aga inst any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you , or on your behalf, under a contract or agreement with that person or organization . We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed . ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 WORKERSf, COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY V WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC 04 03 06 (Ed. 04-84) 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 Schedule . (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 engaged in the work described in the Schedule . The additional premium for this endorsement shall be _2_% of the California workers' compensation premium otherwise due on such remuneration . Schedule Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement , provided you executed the contract before the loss . Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . (The Information below Is required only when this endorse , e·nrrsm-s~d subsequent to preparation of the policy.) Endorsement Effective PSW0001189 Endorsement No. Insured lnsuranc Company SSA Landscape Architects , Inc. RLI Insurance Company Countersigned By This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period , provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage . Coverage is extended up to a max imum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para - graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured " while using a covered "auto " you don't own , hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage " occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured " under the Who Is An Insured provision contained in SECTION II - COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured 's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage " occurs . D. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us : We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or PPA 300 03 13 "loss ", provided that the "accident" or "loss " arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision : An "employee " of yours is an "insured" while operating an "auto " hired or rented under a contract or agreement in that "employee's " name , with your permission , while performing duties related to the conduct of your business . 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following : b . For Hired Auto Physical Damage Coverage , the following are deemed to be covered "autos" you own : (1) Any covered "auto" you lease , hire , rent or borrow ; and (2) Any covered "auto" hired or rented by your "employee " under a contract in that individual -"employee's" name , with your permission , while performing duties related to the conduct of your business . However, any "auto" that is leased , hired , rented or borrowed with a driver is not a covered "auto ". F. Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees . G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following : In the event of a total "loss " to a covered "auto" shown in the Schedule of Declarations , we will pay any unpaid amount due on the lease or loan for a covered "auto ", less : 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy ; and 2. Any : a. Overdue lease/loan payments at the time of the "loss"; Page 2 of 5 SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SSA LANDSCAPE ARCHITECTS FOR ADDITIONAL LANDSCAPE ARCHITECTURAL SERVICES This Second Amendment to the Agreement between the City of Cupertino and SSA LANDSCAPE ARCHITECTS, for reference dated June 28, 2019, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and SSA LANDSCAPE ARCHITECTS, A California corporation whose address is 303 Potrero St., Suite 40-C, Santa Cruz, CA 95060 (hereinafter:• "CONSULTANT"), and is made with reference to the following: RECITALS: A. On February 1, 2018, an agreement was entered into by and between CITY and CONSULTANT (hereinafter "Agreement"). B. On January 22, 2019, a First Amendment to the Agreement was entered into by and between CITY and CONSULTANT. C. CITY and CONSULTANT desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 3.1, TERM is modified to read as follows: "This Agreement begins on the Effective Date and ends on September 30, 2019 unless terminated earlier as provided herein ("Contract Time")." Except as expressly modified herein, all other terms and covenants set forth.in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Second Amendment to the Agreement for Landscape Architectural Services—SSA Landscape Architects,hic. Page 1 of 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO SSA LANDSCAPE ARCHITECTS,INC. A Municipal Corporation y Director of K' blic Works, Roger Lee Title �' Date 303 Potrero Lane, Ste. 40-C Santa Clara, CA 95060 Phone no. (831) 459-0455 APPROVED AS TO FORM: By l , Heather Minner, City Attorney ATTEST: B .. Grace Schmidt, City Clerk Account No.: 420-99-030-900-905-MRW 002-02-02 Total Contract Amount:$ 80,000 .Amendment No.2 Amount: $0 Second Amendment to the Agreement for Landscape Architectural Services—SSA Landscape Architects,Inc.. Page 2 of 2 SSALAND-01 FRENCHD DATE(MM/DD/YYYY) T'I I� T F LI ILITY I CE 03/29/2019 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 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#OE67768 CONTACT Danielle French NAME: __ _ IOA Insurance Services PHONE FAX 4370 La Jolla Village Drive (A/C,No,Ext):(949)297-0036 52026 (Arc,No):(949)297-5960 Suite 600 nt MAIL Danielle.French@ioausa.com San Diego,CA 92122 -- ___ INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:RLI Insurance Company 13056 INSURED INSURER B:The Hanover Insurance Company _22292 SSA Landscape Architects,Inc. INSURER C: 303 Potrero Street — Ste.40C INSURER D: -------- Santa Cruz,CA 95060 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR D M DD D Y A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR PSB0001367 04/13/2019 04/13/2020 DAMAGE TO RENTED 1,000,000 X PREMISES Ea occurrence)-- $ _____ X Add'I Insd/Prim/WOS MED EXP Any one person) $ 10,000 X Form#PPB3040212 PERSONAL&ADV INJURY $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: _GENERAL AGGREGATE $ 4,000,000 POLICY® JECOT LOC PRODUCTS-COMP/OP AGO $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident) $_ X ANY AUTO X PSA0001054 09/01/2018 09/01/2019 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident)_ $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _-. AUTOS ONLY Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ _ DED RETENTION$ $ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE I I-ER ANY PROPRIETOR/PARTNER/EXECUTIVE I E.L.EACH ACCIDENT $ ___ v/N PSW0001189 09/01/2018 09/01/2019 1,000,000 FFICER/MEMBER EXCLUDED? NIA 1,000,000 Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Prof Liab/Clms Made LH3799104008 04/13/2019 04113/2020 Per Claim 2,000,000 B Per Claim Ded:$10K LH3799104008 04/13/2019 04/13/2020 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Stevens Creek Corridor Phase 2 The City of Cupertino,its officers,officials and employees are Additional Insureds on a Primary and Non-Contributory basis with respect to General and Auto Liability as required by written contract. Prof Liab Agg Limit is the Total Ins Available for all Covered Claims Reported w/i the Policy Period. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino Public Works Dept. AUTHORIZED REPRESENTATIVE Attn:Tim Borden,Director of Public Works 10300 Torre Avenue ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0001367 RLI Insurance Company Named Insured:SSA Landscape Architects, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPaCk° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II —LIABILITY 1. C. WHO IS AN INSURED is amended to include as additional insured under this policy must apply on a an additional insured any person or organization that primary basis, or a primary and non-contributory you agree in a contract or agreement requiring basis, this insurance is primary to other insurance insurance to include as an additional insured on this that is available to such additional insured which policy, but only with respect to liability for "bodily covers such additional insured as a named insured, injury", "property damage" or "personal and and we will not share with that other insurance, advertising injury" caused in whole or in part by you provided that: or those acting on your behalf: a. The "bodily injury" or "property damage" for a. In the performance of your ongoing operations; which coverage is sought occurs after you have b. In connection with premises owned by or rented entered into that contract or agreement; or to you; or b. The "personal and advertising injury" for which C. In connection with "your work" and included coverage is sought arises out of an offense within the "product-completed operations committed after you have entered into that hazard". contract or agreement. 2. The insurance provided to the additional insured by 4. The following is added to SECTION III K. 2. this endorsement is limited as follows: Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT a. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION II — any person or organization for which coverage LIABILITY) as an additional insured specifically is added by We waive any rights of recovery we may have another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily injury", "property of or failure to render any "professional damage" or "personal and advertising injury" arising services". out of "your work" performed by you, or on your behalf, under a contract or agreement with that c. This endorsement does not increase any of the person or organization. We waive these rights only limits of insurance stated in D. Liability And where you have agreed to do so as part of a Medical Expenses Limits of Insurance. contract or agreement with such person or 3. The following is added to SECTION III H.2. Other organization entered into by you before the "bodily Insurance — COMMON POLICY CONDITIONS injury"or"property damage"occurs, or the "personal (BUT APPLICABLE ONLY TO SECTION II — and advertising injury" offense is committed. LIAB ILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 This endorsement modifies insurance provided under the following: BUS|NESS AUTO COVE RAG E FOR M A. Broad Form Named Insured "|oaa'', provided that the "accident" or "loss" arises � out suchoontnsct ' The following is added to the SECTION U — ' COVERED AUTOS LIABILITY COVERAGE, Para- The waiver applies only to the person or orQani�ationdesiQnetedin�uohoontnast graph A.1.\�ho7s/\n Insured Provieion� � Any business entity newly acquired nr formed bvyou E. Employee Hired Autos � during the policy period, provided you own fifty 1. The following is added to the SECTION U — � percent(5O96) or more of the business entity and the COVERED AUTOS LIABILITY CC)VERAGE, business entity is not separately insured for Bus- Paragraph A.1.Who Is An Insured Provimiom inuse Auto Coverage, Coverage is extended up to a An "employee" of yours is an ''insured" while maximum of one hundred eighty (180) days' operating an "auto" hired or rented under a following the acquisition or formation nf the business entity. contract or agreement in that "employee's" manne' with your permission, while performing This provision does not apply to any person or duties related to the conduct of your business, organization for which coverage is excluded by' 2 (�hange� |nGener�| (�nnditionm endorsement. ' � B. Employees As Insureds ' Other�'� of the �her Insurance Con- dition in the BUSINESS AUTO CONDITIONS is The following is added to the SECTION || — deleted and replaced with the following: COVERED AUTOS LIABILITY COVERAGE, Para- �r�ph A.1.Who ��An Insured prnvioi*n b� For Hired Auto Physical Damage Coverage, � the fn||ovvinQ are deemed to be covered Any "employee" of yours in an ''insured" while using "autos' you own: a covered "auto" you don't own hire or borrow in ` (1) Any covered "auto" you lease, hire, rent yourbueinmssoryourpersono| affairs. ' or borrow; and C. Blanket Additional Insured (2) Any covered "auto" hired or ranted by The following is added to the SECTION || — your "employee" under a contract in that COVERED AUTOS LIABILITY COVERAGE, Para- individual "emp|oyee's' name, with your graph A'1'\Nhu Is An Insured Provision: pernniaeion, while performing duties Any person or organization that you are required to related to the conduct of your business, include as an additional insured on this coverage ' any "auto" that i� leased, form in o contract or agreement that is executed by hired, rented nr borrowed with a driver is you before the "bodily injury" or "property damage" not covered "auto". occurs is an "insured" for liability coverage, but only F. Fellow Employee Coverage for damages to which this insurance applies and SECTION 11 — COVERED AUTOS LIABILITY only to the extent that person or organization qualifies a� an "insured" under the Who |e An COVERAGE, Exclusion B.S. does not apply if you Insured provision contained in SECTION || _ have workers compensation insurance in-force COVERED AUTOS LIABILITY COVERAGE. a|| ofyouremp|oyaos� The insurance provided to the additional insured will G^ Auto Loan Lease Gap Coverage tmona primary and non-contributory basis tothe SECTION III — PHYSICAL DAMAGE COVERAGE, additional insunad'e own business auto coverage if C. Limit Of Insurance, is amended by the addition you are required to do so in a contract or agreement of the fw||owingi that is executed by you before the "bodily iryur�' or "property damage" . occurs. ^ In the event of a total "loss"ss" to a covered ''auto" ' ahnvvn in the Schedule of Declarations, we will pay D. Blanket Waiver OfSubrogation any unpaid amount due on the lease or loan for a covered "auto", less-. The following is added to the SECTION |\/— BUS|^ NESS /4UTO ����NCj|lU��0S' /\. Loss ��und�ions, 1. The amount paid under the PHYSICAL S. Transfer Of Rights Of Recovery Against and COVERAGE section of the policy-, � ano Others ToUs: VVe waive any right of recovery we may have against 2. Any: any person or organization to the extent required of a. Overdue lease/loan payments at the time of you bva contract executed prior to any "annident'` or the "loss"; PPA30003 13 Page 2 of � FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SSA LANDSCAPE ARCHITECTS FOR ADDITIONAL LANDSCAPE ARCHITECTURAL SERVICES This First Amendment to the Agreement between the City of Cupertino and SSA LANDSCAPE ARCHITECTS for reference dated January 22,2019 is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and SSA LANDSCAPE ARCHITECTS a California corporation, whose address is 303 Potrero St., Suite 40-C, Santa Cruz, CA 95060, (hereinafter "CONSULTANT"), and is made with reference to the following: RECITALS: A. On February 1, 2018 an agreement was entered into by and between CITY and CONSULTANT (hereinafter "Agreement"). B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 4, COMPENSATION is modified to read as follows: "4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total that will be capped so as not to exceed $ 80,000 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amo-urit. No extra work or payment is permitted irl excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 72,096.79 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum price is inclusive of all time and expenses, including, but not limited to, subconsultants' costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $ 7,903.21. Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum First Amendment to the Agreement for Landscape Architectural Services—SSA Landscape Architects Page 1 of 3 McClellan Ranch West Parking Lot Improvement basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with not markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printed, faxes, telephone charges, employee overtime, or travel to City office or to the Project Site." 2. The following exhibits to the Agreement are amended and replaced to read as shown in the Attachments to this Amendment: Exhibit A—Scope of Services (Amendment No. 1) Exhibit C—Compensation (Amendment No. 1) Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. First Amendment to the Agreement for Landscape Architectural Services—SSA Landscape Architects Page 2 of 3 McClellan Ranch West Parking Lot Improvement r Irt IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO SSA Land?cape Architects a Municipal Corporation By Name oger Lee, Acting Director of Public Works Title _ Date 4 Date ' f f i Address: 303 Potrero St., Ste. 40-C Santa Cruz, CA 95060 t Phone: (831) 459-0455 APPROVED AS TO FORM: B Heather Minner, City Attorney Date -' i f ATTEST: Grace Schmidt, City Clerk i Total Amount: $ 80,000 Amendment No. I Amount: $22,900.21 Account No.:420-99-048-900-905-MRW 002-02-02 r First Amendment to the Agreement for Landscape Architectural Services—SSA Landscape Architects Paige 9 of 3 McClellan Ranch West Parking Lot Improvement EXHIBIT A SCOPE OF SERVICES � Amendment No. ] � CONSULTANT shall perform landscape architectural services as detailed iu the following � sections related to the McClellan Ranch West Parking Lot Improvement project. | SECTION L GENERAL � A. General PROJECT Description:The PROJECT involves providing landscape � architectural design services through Construction Administration, in connection with � the parking lot improvement project at the vacant space at McClellan Ranch West. The � parking lot shall have a meadow-like appearance using permeable surfaces. It will have a non-traditional parking layout that can be informal or very efficient with parking attendants during events. It will incorporate erosion control measures and limited � riparian buffer plantings ut the top of the creek bank. � B. General Performance Requirements: I. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY'a Department of Public Works shall manage the PROJECT and this /\GRBBMBBJT. CONSULTANT shall receive final direction from the[ITY'e Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments ozagencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the � CITY. � � 4. CONSULTANT shall schedule meeting and prepare meeting agendas and � minutes for all PROJECT meetings during the design phase under the scope o[ work. All minutes ol meetings are due to the CITY within five (5)working days after the meeting. 5. CONSULTANT shall provide copies of such documentation to the CITY, and ua directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 6. C(}NSLJLT}&NT's services shall beperformed as expeditiously as is consistent with professional skill and care and the orderly process o{the work. The � schedule o[performance indicated in EXHIBIT B may beu6ioat�dbyrouhuui � ' � agreement. City o{Cupertino Exhibits Page Io/r McClellan Ranch West Parking Lot improvement SSA Landscape Architects,Inc. reElu j Feme nts CeveF Sheet. Site Plan MateFials and Finishes Plan J_ay$ut PlaR GFading and ge Plan Pavement Details Planting Plan (extent of Fester-ation and plant palette enly) — !Friga#en Plan (10C, equipment and a}qjql�eaeh era Site Lighting Plaii • PG&E a ,Beat;,, for- The,. at;,,,, f 44;e Tlrl t3aeka shall ;neli,,-1 the f„11 ,. iRg 4;.'Sks. a. ReseaFeh tgeFfneable pavement selutions that wd' _E)N'Je a meadow 4ke sur-face that d. PfepaFe an updated Site Plan that ifkeludes site lighting and p1miting/ir-Figation yr n.. e. Meet with QP� -d civil a a- b Y e Y s`T . and b , stakeholdeFs and end users. 14. Meet with CIT4, ineluding stakehelder-s and end useFs, to finalize decision on pavement E E)+''�xme n-t.. j. Update -an d- Si-ib-nnit-;;n eleetrenie capy of the Pr-aft PP level eenstfuetion cost estimate.- feedback and-pi e-P ccse Final rnP-rciczcCr£c 1. Present the Final PP Package and diseuss phasing,bid alter-Rates .and next steps. C. Construction Documents (DD) Phase: (This phase is partially completed.) 1.. Attend a kick-off meeting with the City and design team. 2. Complete the research for the meadow planting with CU soil. 3. Incorporate comments from previous submittal to prepare and submit the 95`%, Construction Documents (PS&E). City of Cupertino Exhibits Page 3 of 7 McClellan Ranch West Parking Lot Improvement SSA Landscape Architects,Inc. EXHIBIT C � COMPENSATION Amendment Nko. l � � A. Maximum Compensation. � The CITY agrees tocompensate CONSULTANT for professional services performed bn � accordance with the terms and conditions ol this AGREEMENT. The maximum amount nf | compensation to be paid to CONSULTANT tinder this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed EIGHTY THOUSAND D{}LL/\IlS(�80,OOO\� C(J�|SO�T/\���agrees that uU of � ` ' � the services set forth in EXHIBIT Ao[this AGREEMENT,except for additional services � required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of SEVENTY TWO THOUSAND NINETY-SIX AND 79/lOO � DOLLARS ($72,096.79). The maximum oononnLof Additional Services are authorized Linder Section Go[this EXHIBIT C, Amendment No. 2, iaSEVEN THOUSAND NINE HUNDRED THREE AND 2I/IOO DOLLARS ($ 7,9032l). B. Method m{Payment For the Tasks outlined above, CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown ou the Invoice within thirty (30)working days of receipt of the Invoice. � The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reiniburouble expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total hobc paid for the Invoice period. City of Cupertino Exhibits Page 5ofr McClellan Ranch West Parking Lot Improvement SSA Landscape Architects,Inc. F. Reimbursable expenses. Reimbursable expenses are included inC elunupmuoucompeneahmn, bm|udi but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test � prints, 8 I/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the � | responsibility nf the CITY. There are nn separate zebnzboraub|e expenses for Basic Services performed under Tasks and B in EXHIBIT A, Amendment No. 2. i ' G. Additional Services. � CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Addbiona|ServiceesbaUbeeeparoieiyoegohuhedLobepaidona |noupaonnocatbne � and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum olSEVEN THOUSAND NINE HUNDRED THREE AND 2I/IOO DOLLARS ($ 7,9O32l) for the payment o[Additional Services. The CITY shall not authorize and | CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. � CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for | authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices bn accordance with the CONSULTANT hourly rate schedule in E}UHCB[CC-l. The rates shown therein abuU aLuy in effect during the full term of the contract. The CITY shall pay Additional Services Invoices aa provided in this EXHIBIT C, Amendment No. l. � � City of Cupertino Exhibits Page 7of7 McClellan Ranch West Parking Lot improvement SSA Landscape Architects,Inc. � SSALAND-01 FRENCHD ,acC7R® CERTIFICATE OF LIABILITY INSURANCE DATE s/2o/zo1(M201YYY) �-----� " 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 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#OE67768 CONTACT Danielle French '... NAME: ICA Insurance Services PHONE FAX 4370 La Jolla Village Drive (A/C,No,Ext):(949)297-0036 52026 1 (A/C,No):(949)297-5960 Suite 600 ADRIESS:Danielle.French@ioausa.com San Diego,CA 92122 INSURERS AFFORDING COVERAGE NAIC# INSURER A:RLI Insurance Corn any tV~�_ 13056 INSURED INSURER B:The Hanover Insurance Company 22292 SSA Landscape Architects,Inc. 303 Potrero Street INSURER c Ste.40C INSURER D: Santa Cruz,CA 95060 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR IN SD D D A X COMMERCIAL GENERAL LIABILITY '` ,,� EACH OCCURRENCE $ —2,000,000 CLAIMS-MADE X OCCUR PSB0001367 A 04/13/2018 04/13/201 AMAGETORENTED 1,000,000 X X f; PREMISES Ea occurrence $ X Add'I Insd/Prlm/WOS / MED EXP(Any oneperson) $ 10,000 X Form#PPB3040212 PERSONAL s ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ✓' 4,000,000 POLICY JECT E LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X X PSA0001054 09/01/2018 09/01/2019 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY AMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ A WORKERS COMPENSATION �-" �`� AND EMPLOYERS'LIABILITY STATUTE OERH ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N /r.X PSW0001189 f 09/01/2018 09/01/2019 ,000,000 OFFICER/MEMBER EXCLUDED? N I ,/ E.L.EACH ACCIDENT $ �,�`"1 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If Eyesdescribe under 1,000,000 DESCRIPTION OF OPERATIONS below --"'" � E.L.DISEASE-POLICY LIMIT $ B Prof Liab/Clms Made LH3799104008 04/13/2018 04/13/2019f'Per Claim 2,000,000 B Per Claim Ded:$10K LH3799104008 04/13/2018 04/13/201 Aggregate V-3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:On-Call Projects City of Cupertino,its City Council,Boards and Commissions,Officers,Employees and volunteers are Additional Insureds on a Primary and Non-Contributory basis with respect to General Liability and Auto Liability as required by written contract.Waiver of Subrogation applies to General Liability,Auto Liability and Workers Compensation as required by written contract. Prof Liab Agg Limit is the Total Ins Available for all Covered Claims w/i the Policy Period.30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino AUTHORIZED REPRESENTATIVE Attn:City Manager 10300 Torre Avenue ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD This endorsement modifies insurance provided under the following: � BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured "loss", provided that the "accident" or "loss" arises The following is added to the SECTION U _ out of the operations contemplated by such contract. COVERED AUTOS LIABILITY COVERAGE, Para- The waiver applies only to the person or � graph A.1.Who Is An Insured Provision: organization designated in such contract, � Any business entity newly acquired or formed byyou E' Employee Hired Autos during the policy period' provided you own fifty 1 The following is added to the SECTION || — percent (5O96) or more mf the business entity and the COVERED AUTOS LIABILITY COVERAGE, business entity is not separately insured for Bus- Paragraph A.1.VVho Is An Insured Provision: � |neao Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (18O) days An "employee" of yours is an "insured" while following the acquisition or formation of the business operating an "auto" hired or rented under u entity. 00ntraot or agreement in that "employee's" name, with your permiyeion, while performing This provision does not apply to any person or duties related to the conduct of your business. organization for which coverage is excluded by endorsement. 3. Changes |n General Conditions: B. Employees AsInsureds Paragraph S.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is The following is added to the SECTION || — deleted and replaced with the following: ! COVERED AUTOS LIABILITY COVERAGE. Para graphA'1.VVho |s&n |nsu»ed Provision: b For Hired Auto Physical Damage Covenage, the following are deemed to be covered Any "employee" of yours in on ''inaured" while using "autos" you own: a covered "auto' you don't own' hire or borrow in your �uain�eaoryourpe�ona| a�mirn� (1) Any covered "auto" you |eane, hire, rent or borrow; C. Blanket J\dd�iona| Insured ' (2) Any covered "auto" hired or rented by The following is added to the SECTION U — your "employee" under contract in that COVERED AUTOS LIABILITY COVERAGE, Pam' individual ^emp|oyee'o^ name, with your graph A.1.Who |sAn Insured Provision: permieaion, while performing duties Any person or organization that you are required to related to the conduct of your business. include as an additional insured on this coverage However, any ''auto" that in |eaeed, form in a contract or agreement that is executed by hired, rented or borrowed with a driver ia you before the "bodily injury" or "property damage" not a covered^euto". occurs isen ^insured^ for liability coverage, but only F. Fellow Employee Coverage for damages to which this 'insurance applies and ` SECTION || — COVEREDAUTOS LIABILITY only to the extent that person or organization qualifies as an "insured" under the Who Is An COVERAGE, Exclusion B.�. doeenotapp|yifyou have workers compensation insurance in-force Insured provision contained in SECTION U — COVERED/�UTO8LIABILITY C^�VEF��C�E. ooveringa|| u�youremp|oyeaa The insurance provided to the additional insured will G. Auto Loon Lease Gap Coverage be on a primary and non-contributory basis to the SECTION III — PHYSICAL DAMAGE COVERAGE, additional inaurod'e own business auto coverage if C. Limit Of |nsurance, is amended by the addition you are required to do so in a contract or agreement of the following: that is executed by you before the "bodily injury' or "property damage" occurs. In the event of o total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay D. Blanket Waiver Of Subrogation any unpaid amount due on the lease or loan for a � covered "auto", less: The following in added to the SECTION K/— 8USI- ' NESS ^4UTO CONDITIONS, A. Loss Conditions, 1. The amount paid under the PHYSICAL S. Transfer Of Rights Of Recovery Against DAMAGE COVERAGE section of the policy- S. and Others ToUs: VVe waive any right of recovery vve may have against 2' Any: any person or organization to the extent required of a. Overdue lease/loan payments at the time of you by o contract executed prior to any "accident" or the ''|oes'; PPA3O00313 Page 2of5 RLI Insurance Company - Company Profile - Best's Credit Rating Center Page 1 of 5 RLI Insurance company A.M. Best#: 004210 NAIC#: 13056 FEIN #: 370915434 Domiciliary Address Fins:ncia�t Sbength Rating ,, 9025 North Lindbergh Drive Peoria, IL 61615 United States A+ Supwim Assigned to insurance Web: www.rlicorp.com companies that have, in our Phone: 309-692-1000 opinion, a superior ability to Fax: 309-689-8676 meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058460 - RLI Corp. is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A+ (Superior) Financial Size Category: XI ($750 Million to $1 Billion) Outlook: Stable Action: Affirmed Effective Date: October 25, 2018 Initial Rating Date: June 30, 1974 Long-Term Issuer Credit Rating View Definition http://ratings.ambest.com/SearchResults.aspx?URatingld=2928293&bl=0&AItSrc=l&PPP... 3/18/2019 RLI Insurance Company - Company Profile- Best's Credit Rating Center Page 3 of 5 6/3/2014 A+ Long-Term Issuer Credit Rating Effective DateRating 10/25/2018 as 9/29/2017 as 9/23/2016 as 6/4/2015 as 6/3/2014 as Related Financial and Analytical Data The following links provide access to related data records that A.M. Best utilizes to provide financial and analytical data on a consolidated or branch basis. Company MB# Name Company Description 019739 RLI Group Represents Property/Casualty business of this legal entity. (CS) 003883 RLI Group Represents the A.M. Best Consolidated financials for the (G) Property/Casualty business of this legal entity. Rating Unit Best's Credit Reports Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 11/12/2018 (represents the latest significant change). Historical Reports are available in Best's Credit Report Archive. Qr View additional news, reports and products for this company. http://ratings.ambest.com/SearchResLilts.aspx?URatingld=2928293&bl=0&A1tSrc=l&PPP... 3/18/2019 DllInaunmce Company - Company Profile - 0ot'oCredit Rating Center Page 5of5 Australian Disclosures A.M. 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For additional information regarding the use and limitations of | credit rating opinions, as well as the rating process, information requirements and other rating related terms and � definitions, please view Understanding BeoYe Credit Ratings. About Us I Site Map I Customer Service I My Account I Contact I Careers I Tannu of Use I Privacy Policy I Security I Legal &Licensing Regu|atoryAMairu-FonnNRSRO CodoofConduct-RsUngMethodo|ogy- Histohca| PorfonnanoeOata Copyright @ 2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED, � � � h1hp: .nozbcst.coo/ScnrchRcaulta.00ps ' d=2V28203&bl~0&AItSrr=l&P9P— 3/18/2010 The Hanover Insurance Company - Company Profile - Best's Credit Rating Center Page 1 of 5 The Hanover Insurance Company A.M. Best#: 002225 NAIC#: 22292 FEIN #: 135129825 Administrative Office View Additional Address in;anci ll Shingth Rating{ 440 Lincoln Street Information Worcester, MA 01653-0002 ""BEST United States A lent Assigned to insurance Web: www.hanover.com companies that have, in our Phone: 508-853-7200 opinion, an excellent ability Fax: 508-853-6332 to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058505 -The Hanover Insurance Group, Inc. is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A (Excellent) Affiliation Code: g (Group) Financial Size Category: XV ($2 Billion or greater) Outlook: Stable Action: Affirmed Effective Date: June 07, 2018 Initial Rating Date: December 31, 1907 Long-Term Issuer Credit Rating View Definition http://ratings.ambest.corn/CompanyProfile.aspx?ambnum=4210&URatingId=2928293&bl... 3/18/2019 The Hanover Insurance Company - Company Profile - Best's Credit Rating Center Page 3 of 5 5/19/2016 A 5/22/2015 A 5/16/2014 A Long-Term Issuer Credit Rating Effective DateRating 6/7/2018 a 5/25/2017 a 5/19/2016 a 5/22/2015 a 5/16/2014 a Best's Credit Reports Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 6/27/2018 (represents the latest significant change). v., Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. http://ratings.ambe st.com/CompanyProfile.aspx?ambnum=4210&URatingld=292 8293&bl... 3/18/2019 The Hanover Inaocaocc Company - Company Profile - Bes[aCredit Rating Center Page 5o[5 Australian Disclosures � A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number(ARBN No.150375287), is a limited liability � company incorporated and domiciled in Hong Kong.AMBAP is a wholesale Australian Financial Services (AFS) Licence � holder(AFS No.411O55) under the Corporations Act 2OU1. 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BeuYo Credit Ratings are independent and objective opinions, not statements of fact.A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice. A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and ! definitions, please view Understanding Booyu Credit Ratings. � About Us I Site Map I Customer Service Ik8yAccount I Contact ICoeera I Terms ofUse I Privacy Policy ISecurity I Legal 8Licensing Regulatory Affairs Form NRSRO-Code of Conduct-Rating Methodology- Historical Performance Data Copyright@ 2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. � � � � http://ratings.ambest.com/CompanyProflle.aspx?ambnum=42 l ' q28743&b}— 3/18/2010 � � CITY OF DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH SSA LANDSCAPE ARCHITECTS, INC. FOR THE McCLELLAN CUPERTINO RANCH WEST PARKING LOT IMPROVEMENT PROJECT 1. PARTIES This Agreement is made and entered into as of February 1, 2018 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and SSA Landscape Architects, Inc. ("Consultant"), a Corporation __._for the McClellan Ranch West Parking Lot Improvement Project ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2019 unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance.All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the dine specified in Exhibit B. 01Y Project McClellan Ranch Wcwt Parking Lot Improvement Proiect Design Professional Agreement(.''ingle)11?ev. Dec. 2017 Page I oF10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time,resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $57,099.79 _("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $'50,961.79 _("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion,but not the obligation, to authorize Additional Services up to an amount not to exceed $6,138 . Additional Services provided to City's reasonable satisfaction will be compensated on a Jump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant`will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is urnr•esolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment clue; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. City Project McClellan Ranch West Parking Lot Improvement Project Dcslgn Professional Agreement(single)/Rev.Dec.2017 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee,partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or zn controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use ---------- City Protect McClellan Ranch West Parking Lot Improvement Project Design Professional 5ionaal-eement(single)112ev.Dec. 2017 , Paae 3 of 10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium,prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party 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 Consultant and its SubConsultants to execute or implement any of the following,but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City prof ects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and sirnilar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's perl'on-nance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or City Prolco McClellan Ranch West Parking Lot Improvement Project Daign Pi-ofe,ssioiial,4g)-ceeiiieiit(single)/Rev.Dec.2017 flaue 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease,hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably witliheld. For purposes of this provision, control means 50%or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino"will be displayed in all pieces of publicity, including flyers, press releases,posters, brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, 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 or active negligence or willful misconduct of City persomiel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council,boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indeninitee, including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"), that arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its indernnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indeninitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of,pertains to, or relates to Consultant's Cifv Project McClellan Ranch lt'est Parking Lot Improvement Project Design P)-cifc,ssioiial,4gi-ceineiiI(single)lRev.Dec.2017 Page 5 of 10 negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation, C. Claims for Other Liability. For all other liabilities not included in provisions "a" and "b" above, Consultant shall indemnify, defend, and hold harmless the Inderrmitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of,pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indeninitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indeirmitees' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section I I survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reforin and Control Act, or other federal or state law, rule or regulation. City Pro.iect HeOellan Ranch lVest Parking Lot Inil)rovement Project Design Professional Agreement(single)/Rev.Dec. 2017 Noe 6 of 10 11 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works"component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime,payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status,pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-hinnune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Alex Acenas, PW Project Manager , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be Steve Sutherland who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. .......... City Protect McClellan Ranch West Parking Lot In7pro vement Prqjeet Design Professional (single)lRev.Dec.2017 Noe 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty(30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty(30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the :n 0 successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. 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 legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party c'will be entitled to reasonable attorney fees and costs. This Section survives the expiration/terniination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party 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 any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. Cin;Proiect McClellan Ranch 11est Porking Lot linprovement Project Design Ili-ofcs.sioi7al,4gi-eemicziit(single)lRev. Dec. 2017 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written,between them. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail, 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no C, way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL 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 provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their I., application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed 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 Cupertino To Consultant:SSA Landscape Architects 10300 Torre Ave. 303 Potrero St., Suite 40-C Cupertino CA 95014 Santa CRIZ,CA 95060 Attention:Alex Acerias,PW Project Manager Attention: Steve Sutherland Email:AlexA@cupertino.org Email: steve(ct.ssaia.coin ................ ——-------- Cio,Project McClellan Ranch West Parking Lot Impro vemeni Project Design Professional Agreement(single)lRev, Dec. 2017 Page 9 of 10 27. VALIDITY OFC'ONTRACT This Agmen-rcia is valki nuHl enfirrveahle only if it cmnoks with Ow contract ruvvishmis of Cupertino Municipal Code(InOwN 312 aml 321 is WWwd by dw(Ty Manager or authorized designec, and is approvcd for form by the("ity Attorney's Office, 28. EXEQ 0 QN The person executing thin; Agmernew on behalrof(0suluml repmerns and warrams dim Ommuhant has (lie right, powti, and audmity to enter into this Agreement and carry out al I actions herein, and dmi he or ghe is authorized to execute this Agivernent, Mir cmvWuws a legally himling Migation of" (Amsulturs This Agwerriew may, be execined hi counwi-pirts, each one or%vWch is dewried an Qfnal and all of"which, taken toget%4 smsthwe a Angle Wing instrurnort. m wrrNESS 'AIIEREC"q Ow parties havc c-,aused Be AginumnoH to be excartal on the EiNdw Date stated earfici in this Agreement, C'ONSULTANT CFFY OFCUPERTINO SSA Landscape Architects, Inc' A Municipal Corporation 1% (116111 w1ia ("(w]), Won 13Y By_ Mvine Me swhedmid Narise'` hwun Wden TnIC, 'Tide DROor or P uhim Mwk s I it III W:710308= 4 9 APPROVED AST9�F'()RNt C, 0 6� 'A 'A RAZ )OiHi11-1 S 1M.'NSON HOM(AMenho Chy Attorney ATTEST: IDT (my Oak 7777 =�. ..... Page 101410 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perfonn landscape architectural services as detailed in the following sections related to the McClellan Ranch West Parking Lot hnprovement project. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves providing landscape architectural design services through Construction Administration, in connection with the parking lot improvement project at the vacant space at McClellan Ranch West. The parking lot shall have a meadow-like appearance using permeable surfaces. It will have a non-traditional parking layout that can be informal or very efficient with parking attendants during events.It will incorporate erosion control measures and limited riparian buffer plantings at the top of the creek bank. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail h-t this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services With the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. 5. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 6. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule of performance indicated in EXHIBIT B may be adjusted by mutual agreement. 7. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. City of Cupertino Exhibits Page 1 of 7 McClellan Ranch West Parking Lot Improvement SSA Landscape Ard-iitects, Inc. 8. CONSULTANT shall submit work products to the CITY, according to SECTION 2—TASKS, of this EXHIBIT A for purposes of evaluation and approval by the CITY. C. Estimate of Probable Construction Cost: At 95%Construction Documents and 100% Construction Documents phases, CONSULTANT shall prepare an estimate of probable construction cost as a decision-making tool. SECTION 2. TASKS A. Conceptual Design Phase (This phase has been completed.) fey 17esigt- 2. Take site , pheteff aph all areas affd prepare a brief site analysis, 10. Present final pfefeffed eeneept plan and eelleet feedbaek te be used in the Fina Ceneeptual Plan, 13. Present the Fifial Ceneeptual Plan and diseuss phashig and next steps. B. Design Development(DD) Phase: (This phase has been completed.) L.— —rar-ian habitat setti+tg. This, phase will finalize all ffiatefials, finishes and perffieable pavernent types for the The desip Mll be based en the preferred Ceneeptual Design, dated 40 21 204 6, i'vith the feq-ui-reffieftt�i City of Cupertino Exhibits Page 2 of 7 McClellan Rands West Parking Lot Improvement 55A Landscape Architects, Inc. • Site Plan • Materials and Finishes Pla + Layetit 121an Pavement Details Planting Plan (ex4ent ef Festefatien and plant palette enly) • Site Lighting Plan gifl b. Meet with the civil en.—eefing subeensultant te diseuss peEmeable pavement eptien d. Pfepafe an tipdated Site Plan that ineludes site lighting and planting/iffigatieft imagery stakes s and end user's. ffiatefials. Wit. 1. Present the Final DD Paekage and diseuss phasin& bid alternates and next steps. C. Construction Documents (DD) Phase: (This phase is partially completed.) 1. Attend a kick-off meeting with the City and design team. 2. Complete the research for the meadow planting with CU soil. 3. Incorporate comments from previous submittal to prepare and submit the 95% Construction Documents (PS&E). 4. Provide QA/QC check on the 95%PS&E. 5. Submit electronic (PDF) copy of the 95`%>PS&E for CITY review. City of Cupertino Exhibits Page 3 of 7 McClellan Ranch West Parking Lot Improvement SSA Landscape Architects, Inc. 6. Attend a page-turning design review meeting to specifically discuss the planting plan and the materials and finishes for the parking lot. 7. Incorporate comments from previous submittal to prepare and submit the 100% Construction Documents. 8. Respond to questions from the CITY to facilitate completion of the Project Manual by the CITY. 9. Visit the site with the draft 100%PS&E for QA/QC plan check. 10. Collect feedback and finalize/compile the 100%Construction Document/Bid Package. 11. Submit electronic (PDF) copy of 100% PS&E With e-signature for CITY use in publishing for bidding. 12. Coordinate the work during this phase. D. Bid Phase Support: 1. Attend one pre-bid conference at the project site,facilitated by CITY. 2. Respond to bidder questions for up to(2) written addenda as required. 3. Coordinate the work during this phase. E. Construction Phase Support: 1. Attend one pre-construction meeting, facilitated by CITY. 2. Review project submittals and provide comment. 3. Review and respond to RFI's. 4. Provide bulletins and clarification drawings as required. 5. Attend (6) construction meetings and provide a summary memo of field observations. 6. Conduct one substantial completion job walk and furnish a summary memo of punchlist items. 7. Conduct one final completion job walk and furnish summary memo. 8. Coordinate the work during this phase. ADDITIONAL SERVICES Consultant services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services allowance of SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS ($ 6,138)is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. City of Cupertino Exhibits Page 4 of 7 McClellan Ranch West Parking Lot Improvement SSA Landscape Architects, Inc. EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by June 30, 2019. EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed FIFTY-SEVEN THOUSAND NINETY-NINE AND 79/100 DOLLARS ($57,099.79). CONSULTANT agrees that it shall perform all of the services set forth in EXHIBIT A of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of FIFTY THOUSAND NINE HUNDRED SIXTY-ONE AND 79/100 DOLLARS ($50,961.79). The maxi-inurn amount of Additional Services are authorized Linder Section G of this EXHIBIT C is SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS ($ 6,138). B. Method of Payment For the Tasks outlined above, CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule for services perfon-ned, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter"Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance 1ATith the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. City of Cupertino Exhibits Page 5 of 7 McClellan Ranch West Parking Lot Improvement SSA Landscape Architects, Inc C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task A: Conceptual Design (This phase has been completed.) n/a Task B: Design Development (This phase has been completed.) n/a Task C: Construction Documents (This phase is partially completed.) 28,586.79 Task D: Bid Phase Support 2,863 Task E: Construction Phase Support 19,512 Additional Services Allowance 6,138 TOTAL $57,099.79 CONSULTANT shall not exceed any of the specified budget amounts for any Task Without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed FIFTY SEVEN THOUSAND NINETY-NINE AND 79/100 DOLLARS ($57,099,79). D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task A: Conceptual Design n/a Task B: Design Development n/a Task C: Construction Documents 1000/o Task D: Bid Phase Support 100% Task E: Construction Phase Support 100% Additional Services Paid Pursuant to Subsection G below E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. City of Cupertino Exhibits Page 6 of 7 McClellan Ranch West Parking Lot Improvement SSA Landscape Architects, Inc F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11"copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks A and B in EXHIBIT A. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the stun of SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS ($6,138) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. Ili the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule in EXHIBIT C-1. The rates shown therein shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. City of Cupertino Exhibits Page 7 of 7 McClellan Ranch West Parking Lot Improvement SSA Landscape Ard-iftects, Inc. EXHIBIT D .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 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for ✓ premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 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 property damage, ,/3. Workers'Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no eniployees. 4. Professional Liabiliti, for professional acts, errors and ornissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract, b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy forna 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-Insurance Requirements for Desikn Prqfcssionals&COHS111161)'ItS C07117WCtS For•771 Updated Feb. 2018 1 2 SSALAND-01 FRENCHD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) +•.--- ' 4/13/2018 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 INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must 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#OE67768 RECEIVED CONTACT Danielle French NAME: IOA Insurance Services PHONE FAX 4370 La Jolla Village Drive (A/C,No,Ext): (619)574-6220 (A/c,No):(619)574-6288 E-MAIL Suite 600 1�')),7 ( P71_('T ADDRESS: San Diego,CA 92122 r 4 9 R l '.t INSURER(S)AFFORDING COVERAGE I NAIC# INSURER A:RLI Insurance Company 1305.6 INSURED PUBLIC WORKS DEPARTMENT INSURER13:The Hanover Insurance Company 22292 SSA Landscape Architects,Inc. INSURER C 303 Potrero Street Ste.40C. INSURER D_: Santa Cruz,CA 95060 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR ADDLBUBR POLICY EFF POLICY EXP T TYPE OF INSURANCE IN SD WVD POLICY NUMBER MM/DD/YYYYI (MM/DDNYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR PSB0001367 04/13/2018 04/13/2019 DAMAGE TO RENTED 1,000,000 .._ X }� PREMISES(Ea occurrence) $ . X Add'I Insd/Prim/WOS MED EXP(Any one person) $ 10,000 X Form#PPB30402 2 - PERSONAL&ADV INJURY $ 2,000,000 -- -- _. GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ I 4,000,600 POLICY LX 1 JERCOT LOC PRODUCTS-COMP/OP AGG $ 410001000 OTHER: * $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ep-accident) $ X ANY AUTO X X PSA0001054 09/01/2017 09/01/2018 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ .._.... AUTOS ONLY _ AUOTOS ONLY PROPERTY DAMAGE $ Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE _.. AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER N X PSW0001189 09/01/2017 09/01/2018 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE Y..[ E L EACH ACCIDENT $ ( r OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) 1,000,000 E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ _ B Prof LIlab/Cams Made LH3799104008 04/13l2018 04/13l2019 Per Claim B Per Claim Ded:$1OK LH3799104008 04/13/2018 04/13/2019 Aggregate (�-"3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES IlACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:McClellan Ranch Parking Lot Improvement roject City of Cupertino,its City Council,boards and commissions,officers,employees and volunteers are Additional Insureds on Primary&Non-Contributory basis with respect to the General Liability and Auto Liability as required by written contract.General Liability,Auto Liability and Workers Compensation includes Waiver of Subrogation as required by written contract.Professional Liability Aggregate Limit is the Total Ins Available for all Covered Claims Reported within the Policy Period.30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino AUTHORIZED REPRESENTATIVE Attn:Alex Arenas, PW Project Manager 10300 Torre Ave �.•,- Cupertino,CA 95014 ACORD 25(2016/03) C71988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Po RL| Insurance Company Named Ins u peArohdectm, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ |TCAREFULLY. ��U U� �m �n��� PROFESSIONALS u���x" ����n^ x ��n� BLANKET �����U�U����U U������� ��������������� ��u���n�nxu� n ������u " u�~"����� mo�~���o����� ��nm����x���u�"vvu�nm " This endorsement modifies insurance provided under the fnUowinQ� BUS|NESSDVVNERG COVERAGE FORM - SECTION ||—LIABILITY 1. C. WHO IS AN INSURED is amended to include as additional insured under this policy must apply on a an additional insured any person or organization that primary basis' o/ a primary and non-contributory you agree in m contract or agreement requiring basio, this insurance is primary to other insurance insurance to include oman additional insured on this that is available to such additional insured which po||ny, but only with respect to liability for "bodily covers such additional insured asa named insured, injury", "property damage" or "personal and and we will not share with that other insurance, advertising injury" caused in whole or in part by you provided that: Vr those acting on your beha|f� � m. The "bodily injury" or "property damage" for o. In the performance of your ongoing operations; which coverage is sought occurs after you have or b. |n connection with premises owned bvorrented entered into that contract oragreennent` to you; or b. The "personal and advertising injury" for which o' |n connection with "your work" and included coverage is sought arises out of an offense committed after you have entered into that within the product-completed operations �ontractoraQmaennent hazard". . 4. The following is added to ����Tl��� U| K. � 2 The insurance provided additional insured by ' ' ' ' this endorsement is limited asfo||owm� Tronsharof Rights ofF�ecovery�Agoinst '�thmrstp � Us — COMMON POLICY CONDITIONS (BUT m. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION || — any person or organization for which coverage LIABILITY) as an additional insured specifically is added by^ We waive any rights of recovery we may have another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily i jury'", "property of or failure to render any "professional dammga" or "personal and advertising injury" arising servicem" out of 'your vvork" performed by you, or on your behalf, under a contract or agreement with that n. This endorsement does not increase any of the person or organization We waive these rights only limits of insurance stated in D. Liability And where you have agreed to do ou as part of m K8edic�| �xp�n��� Linm[bsuf|n�ummnnm� contract or agreement with such person or 3. The following is added to SECT/ON |U H.2. Other organization entered into by you before the "bodily Insurance — COMMON POLICY CONDITIONS injury"or"property damage"occurs, or the "personal (BUT APPLICABLE ONLY TO SECTION |/ — and advertising injury" offenmeiscommitted. LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. FzPB3O4O212 Page of VVORKERS�COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WCO4U30G /*m/VEROF OUR RIGHT TO RECOVER FROM OTHERS ENOORSEMENT—CAL|FORN|A 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 Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from uaj You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall bm 2 96of the California workers'compensation premium otherwise due on such remuneration. Schedule Person mrOrganization Job Description All persons or organizations that are party to a Jobs performed for any person or organization that you contract that requires you to obtain this have agreed with in awritten contract to provide this agreement, provided you executed the contract agreement. before the loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this nd ubmequvmto preparation of the poUuy.) Endorsement Effective Policy 103J Endorsement No. Insured |nsumn .� BSA Landscape Architects, Inc. �L| |nsura666Cmmpany Countersigned By This endorsement modifies insurance provided under the foUmwinQ� BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured ''|Vss"' provided that the "accident" or "loss" arises outofLheope�tionsoontemcdotedbvsuohcmntnaot The following is added to the SECTION || — ' ' The waiver applies only to the person or ����VEF�E�� ��WT��S LIABILITY ����VERA�3E, Para- organi�ationd��iQnatedinmu�hoontnac� graph x�.1.VVhP Is An Insured Provision: . Any business entity newly acquired mr formed bvyou E. Employee Hired Autos during the policy period, provided you own fifty 1, The following is added to the SECTION || — percent(5O96) or more ofthe business entity and the COVERED AUTOS LIABILITY COVERAGE' business entity is not separately insured for Bus' Paragraph A.1.Who Is An Insured Provision: inoes Auto Coverage. Coverage |s extended uptoa An "employee" of yours is an "insured" while maximum of one hundred eighty M80) deva ` ' ' operating an "auto" hired or rented under a following the acquisition or formation of the business �ntitv contract or agreement in that "employee's" ' name, with your permission, while performing This provision does not apply to any person or duties related to the conduct of your business. organization for which coverage is excluded by' 2 ��hanges |n (�enena| Conditions: endorsement. ' B. Employees As Insureds Paragraph 6'b' of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is The following is added to the SECTION || — deleted and replaced with the following: COVERED AUTOS LIABILITY COVERAGE' Para- � For Physical [}�mageCovenage graphA.1.VVho1s»4n |nsuredPrnv|oion� � ' � the following are deemed to be covered Any "employee" of yours is an "insured" while using "outVa" you own: a covered "auto" you don't own hire or borrow in ` (1> Any lease, hire rent � your business or your personal effairs ' ' ' or borrow; and C. Blanket Additional Insured (%) Any covered "auto" hired or rented by The following is added to the SECTION || — your ''*nnp|oyee^ under a contract in that COVERED AUTOS LIABILITY COVERAGE' Pare- individual "employee's" name, with your graph /4.1.VVho Is An Insured Provision: pernoioeion, while performing duties Any person or organization that you are required to related to the conduct nf your business. include as an additional insured on this coverage ' any "auto" that is leased, hired form in a contract or agreement that is executed by ' rented or borrowed with a driver ie , you before the "bodily iryun/' or ''propedydamage'' not a covered"auto occurs ioan ''insuned^ for liability coverage, but only P. Fellow Employee Coverage for damages to which this insurance applies and SECTION || — COVERED AUTOS LIABILITY only to the extent that person or organization COVERAGE Exclusion B.S. does not apply if you qualifies as an "insured" under the Who Is An ' ' ' have workers compensation insurance in-force Insured provision contained in SECTION U — covering all of your employees. COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will G^ Auto Loan Lease Gap Coverage beona primary and non-contributory basis tothe SECTION III — PHYSICAL DAMAGE COVERAGE, additional ineured's own business auto coverage if C. Limit Of Insurance, is amended by the addition you are required to do so in a onntnsot or agreement nf the following: that is executed "by you before the "bodily injury" or prope�ydamaQe" occurs. In the event of a total "loss" to a covered ''auto" ^ shown in the Schedule of Declarations, we will pay D. Blanket Waiver Of Subrogation any unpaid amount due on the lease or loan for a covered "auto", less: The following is added to the SECTION |V — BUS|- 1 The amount paid under the PHYSICALNESS AUTO CONDITIONS, A. Loss Conditions, ' S. Transfer Of ��ig t� ��f Recovery Against DAMAGE COVERAGE section of the policy; '' ~ and Others TnUs: VVe waive any right of recovery we may have against 2. �Any� any person or organization to the extent required of m. Overdue lease/loan payments at the time of you by a contract executed prior to any "accident" or the "loss"; PPA3O00313 Page 2of5