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18-101 GWLand Associates, Consulting Services Related to Right of Way AcquisitionFIRST AMENDMENT TO AGREEMENT 18-101 BETWEEN THE CITY OF CUPERTINO AND GWLand ASSOCIATES FOR CONSUL TING SERVICES RELATED TO RIGHT OF WAY AOUIS1TION This First Amendment to Agreement 18-101 between the City of Cupertino and GWLand Associates , for reference dated 12 /20/2018 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and GWLand Associates, a Corporation ("Consultant") whose address is 215 Caledonia Street, Suite 303 , Sausalito, CA , and is made with reference to the following : RECITALS: A . On 4/9/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for consulting services related to right of way acquisition. The agreement will expire on 12 /31 /2018. B . The Agreement and the First Amendments are collectively referred to as the "Agreement" unless otherwise indicated. 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 fo ll ows: 1. Schedule of Performance Paragraph 3.1 of the Agreement is modified to read as follows: This agreement begins on the Effective Date and ends on December 31, 2019 ("Contract Time"), unless terminated earlier as provided herein . Contractor's Services shall begin on April 9, 2018 and sha ll be completed by December 31, 2019. 2 . 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 p a rties hereto have caused this modification of Agreement to be executed . RECOMMENDED FOR APPROVAL By ____________ ~ Title ___________ _ Cit y Clerk { -() --{ 7 GWLAASS-01 JZHANG ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD NYYY ) ~ 07/09/2018 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(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# 0757776 ~2~!~cT Jennifer Domaoal HUB International Insurance Services Inc. Ft,8,N~o , Ext): (442) 244-6924 I FA X 1525 FaradaA Avenue , Suite 200 (A /C, No): Carlsbad ,C 92008 ~thA~~ss ,ien.domaoal@hubinternational.com INSURER!S\ AFFORDING COVERAGE NAIC # INSURER A : Massachusetts Bav Insurance Comoanv 22306 INSURED INSURER e: Allmerica Financial Benefit Insurance Company 41840 GWLand Associates, Inc. INSURER c: State Compensation Insurance Fund of California 35076 215 Caledonia #303 INSURER o : Houston Casualtv Comoanv 42374 Sausalito, CA 94965 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LI STED BELOW HAVE BEEN ISSUED TO THE IN SURED 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 B Y PAID CLAIMS . l~J: TYPE OF INSURANCE ~.\'J>~ ~.!./,~~ POLICY NUMBER POLIC Y EFF ,~8~~7,~, LIMITS yy A X COMMERCIAL GENERAL LIABILITY EAC H OCCURREN CE $ 2,000,000 -:=J CLAIM S-MADE 0 OC CUR DAMAG E TO RENTED X X OD3-A973775 07/01/2018 07/01/2019 PREM IS ES !E a occ urrence\ $ 300,000 MED EXP !An v one oerso n \ $ 5,000 - PERSON AL & ADV INJURY $ - GEN 'L AGG REGATE LI MIT APPLIE S PER: GENERAL AGG RE GATE $ 4,000,000 Zj POLI CY D m?r D LOG PRODU CTS -COM P/OP AGG $ 4,000,000 OTHE R: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea acc ident\ $ 1,000,000 ~ X ANY AUTO X A993140 07/01/2018 07/01/2019 BODILY INJURY !Per oerson\ $ ~ OWNED -SCHEDULED f--AUTOS ONLY f--AUTOS BODIL Y INJURY !Per acci dent\ $ HIRED NON -OWNED f ROPERTY t~AM AGE f--AUTO S ONLY f--AUTO S ONL Y Per acci dent $ $ UMBRELLA LIAB H OCC UR EAC H OCC URREN CE $ f-- EXCESS LIAB CLAIM S-MADE AGG REG ATE $ OED I I RETENTION $ $ C WORKERS COMPENSATION XI ~f~TltTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N 9161949-18 07/01/2018 07/01/2019 1,000,000 ANY PROPR IETOR/PA RTNE R/EXECUT IVE D E.L. EAC H ACC IDENT $ OFFI CER/M EMBER EXCLUDED ? N/A 1,000,000 (Mandatory in NH) E.L. DI SEAS E -EA EMPLO YEF $ If yes, desc rib e und er DESCRIPTION OF OPERATION S below E.L. DISEASE -POLI CY LIMIT $ 1,000,000 D Prof Liability H718-111865 07/01/2018 07/01/2019 Agg/Occ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES tCORD 101, Additional Remarks Sch edule , may be attach ed If mor e spac e Is requir ed) Re: McClellans Road Sidewalk Improvements -hase 2 project The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named additional insured as respects General Liability per 391-1006 0609 and Auto Liability per 461-0478 1212. Waiver of subrogation applies on General Liability per BP0497 0702. All forms valid where required by written contract. *10 Day Notice of cancellation for non-payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ~~ll;U_ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY . BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsemen t modifies insurance provided under t he following : BUSINESSOWNERS COVERAGE FORM SUMMARY. OF COVERAGES Limits Page 1. Additional Insured by Contract , Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Al ienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment , Customers Included 3 Goods and Use of Elevators 5. Incidental Malpract ice (Employ ed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25 ,000 5 Occurrence Product Recall Expense Aggregate Limit $50 ,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Fai lure to Disclose Ha z ards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form th rough new coverages and broader coverage grants . This coverage is subject to the prov i sions applicable to the Businessowners Coverage Form , except as provided below . The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following i s added to SECTION II - LIABILITY, C. Who Is An Insured: Add itional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract , written agreement or permit to add such person o r organ ization as an additional insured on your policy is an add i tional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury " caused , in whole o r in part , by your acts or omissions , or the acts or omissions of those act i ng on your behalf, but only with respect to : (1) "Your work" for the additional insured(s) designated in the contract , agreement or permit ; (2) Premises you own , rent, lease or occupy ; or (3) Your maintenance , operation or use of equipment leased to you . b. The insurance afforded to such add itional insured described above : (1) Only applies to the extent permitted by law ; and (2) Will not be broader than the insurance which you are requ i red by the contract , agreement or permit to provide for such additional insured . (3) Applies on a primary basis if that is requ i red by the written contract , written agre e ment or permit. (4) Will not be broader than coverage provided to any othe r insured . (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part , including any endorsements thereto. 391 -1006 08 16 In cl udes cop yr ighted ma teri a ls or In sura nc e Serv ic es O ffices, In c ., wi th its p e rmissio n . Page 1 of 6 c. This provi sion does not apply : (1) Unl ess the written contract or written agreement was executed or permit wa s issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part . (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any : (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires ; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises ; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations , new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advert ising injury" arising out of the rendering of or the failure to render any professional services . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision , hiring , employment , training or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you . d. With respect to the insurance afforded to these additional insureds , the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance : ~~ The ~ H~!i!:!2'l~( OD3A973775 1001651 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or pe r mit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations . This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuri ng agreements, exclusions , and cond itions of the policy apply . 2 . Additional Insured -Broad Form Vendors The following is added to SECTION II LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured , but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business . b. The insurance afforded to such vendor described above : (1) Only applies to the extent pe rmitted by law ; (2) Will not be broader than the insurance which you are requ i red by the contract or agreement to provide for such vendor ; (3) Will not be broader than coverage provided to any other insured ; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part , including any endorsements thereto c. With respect to insurance afforded to such vendors , the following additional exclusions apply : The insurance afforded to the vendor does not apply to : (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement ; (2) Any express warranty unauthorized by you ; 391-1006 08 16 In clude s copyrighted mater ia ls of lnsura n::e Servi ces Offices , In c., with its pe r mis sion . Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor ; (4) Repackaging , unless unpacked solely for the purpose of inspection, demonstration , testing , or the substitution of parts under instruction from the manufacturer , and then repackaged in the original container ; (5) Any failure to make such inspection , adjustments , tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product ; (6) Demonstration , installation , servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product ; (7) Products which, after distribution or sale by you , have been labeled or relabeled or used as a container, part or 4. ingredient of any other thing or substance by or for the vendor ; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However , this exclusion does not apply to : (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above ;or (b) Such inspections, adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage " arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products , or any ingredient , part or container , entering into , accompanying 5. or containing such products . d. With respect to the i nsurance afforded to these vendors , the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance : 1. Required by the contract or agreement described in Paragraph a .; or 2. Available under the appl icable Limits of Insurance shown in the Declarations ; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . Alienated Premises SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following : (2) Premises you sell , give away or abandon , if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you , or should have reasonably been known by you, at the time the property was transferred or abandoned . Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions , 1. Applicable To Business Liability Coverage, k . Damage to Property : Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations . Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement , the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being : a. Worked on ; or b. Used in your manufacturing process . c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary , excess , contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMTs and Paramedics SECTION II -LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includ es copyrighted materia ls of Insura nce Servic es Offices , Inc ., with its permission . Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical , dental , x-ray or nursing services . 6. Personal Injury -Broad Form a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following : b. Malicious prosecution or abuse of process . c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person , but only if such "discrimination " is: (1) Not done intentionally by or at the direction of: (a) The insured ; (b) Any officer of the corporation , director, stockholder, partner or member of the insured ; and (2) Not directly or indirectly related to an "employee", not to the employment , prospective employment or termination of any person or persons by an insured . d. For purposes of this endorsement , the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race , color , ethnic origin , gender, religion , age, or sexual preference . "Discrimination" does not include the unlawful treatment of individuals based upon developmental , physical, cognitive , mental , sensory or emotional impairment or any combination of these . e . This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto . 7. Product Recall Expense a . SECTION II -LIABILITY , B. Exclusions, 1. Applicable To Business Liability Coverage, &~Hanover ~ Insura n ce Group _ 003A973775 1001651 o. Recall of Products , Work or Impaired Property is replaced by the following : o. Recall of Products, Work or Impaired Property Damages claimed for any loss , cost or expense incurred by you or others for the loss of use , withdrawal , recall , inspection , repair, replacement , adjustment , removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from us e by any person or organization because of a known or suspected defect , deficiency , inadequacy or dangerous condition in it , but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from : (4) Failure of any products to accomplish their intended purpose ; (5) Breach of warranties of fitness , quality , durability or performance ; (6) Loss of customer approval, or any cost incurred to regain customer approval ; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes ; (8) Caprice or whim of the insured ; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance ; (10)Asbestos , including loss , damage or clean up resulting from asbestos or asbestos containing materials ; or (11) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found . b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured , paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Servi_ces Offices , Inc ., with its permission . Page 4 of 6 c. The following is added to SECTION II • LIABILITY, D. Liability and Medical Expenses Limits of Insurance : Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency . d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit , the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible . The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible . We may , or will if required by law, pay all or any part of any deductible amount, if applicable . Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months , starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additiQnal period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II • LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled . Include a description of "your product" and the reason for the withdrawal or recall ; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement , the following definitions are added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency , inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means : a. Necessary and reasonable expenses for : (1) Communications, including radio or television announcements or printed advertisements including stationary , envelopes and postage ; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices , Inc ., with its permission . Page 5 of 6 f. (2) Shipping the recalled products from any purchaser , distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime ; (4) Hiring additional persons , other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space ; (7) D isposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply : 1&\'\ Hanover ~ Insurance G roup _ 003A973775 1001651 (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto ; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy . ALL OTHER TERMS , CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED . 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices , Inc ., with its permission. Page 6 of 6 &\'\ Hanover ~ In s uran ce Cro up _ AVV3A993140 1001651 THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY . BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract , written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part , such person or organization is an "insured"; but only to the ex tent that such person or organization qualifies as an "insured" under paragraph A.1 .c. of this Section . If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part , the most we will pay on behalf of such additional "insured" is the lesser of: (1) The Limits of Insurance for liability coverage specified in the written contract , written agreement or written permit ; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid , claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations . B. The following is added to SECTION IV • BUSINESS AUTO CONDITIONS, Paragraph B . General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional "insured" under SECTION II -LIABILITY COVERAGE, Paragraph A .1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non-contributory , the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional "insured" as a Named Insured . We will not seek contribution from any other insurance available to the add itional "insured" except: (1) For the sole negligence of the additional "insured"; or (2) For negligence arising out of the ownership, maintenance or use of any "auto" not owned by the additional "insured" or by you , unless that "auto" is a "trailer" connected to an "auto" owned by the additional "insured" or by you ; o r (3) When the additional "insured" is also an additional "insured" under another liability policy . C . This endorsement will apply only if the "accident" occurs : 1. During the policy period ; 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written permit ; and 3. Prior to the expiration of the period of time that the written contract , written agreement or written permit requires such i nsurance to be provided to the additional "insured". D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS , CONDITIONS , AND EXCLUSIONS REMAIN UNCHANGED . 461 -0478 12 12 Includes copyrighted material of ISO In surance Services Office , Inc ., wi th its permission Page 1 of 1 ~~Hanover ~ In s ura n ce Grou p _ 003 A973775 1001651 . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following : BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: BLANKET , AS REQUIRED BY WRITIEN CONTRACT * Information required to complete this Schedule , if not shown on this endorsement, will be shown in the Declarations . Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section Ill -Common Pol- icy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing op - erations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organi z ation shown in the Schedule above . BP 04 97 07 02 Copyright , ISO Properties , Inc ., 2001 Page 1 of 1 GWLAASS-01 JZHANG ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD/YYYY) ~ 07/09/2018 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(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# 0757776 2~~!ACT Jennifer Domaoal HUB International Insurance Services Inc. FlJ8,N~o. Ext): (442) 244-6924 I FAX 1525 FaradaA Avenue, Suite 200 (A/C, No): Carlsbad, C 92008 ~oMl~~ss, jen .domaoal@h u bi nternational .com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A, Massachusetts Bav Insurance Comoanv 22306 INSURED INSURER B ,Allmerica Financial Benefit Insurance Comoanv 41840 GWLand Associates, Inc . INSURER c: State Compensation Insurance Fund of California 35076 215 Caledonia #303 IN SURER D : Houston Casualtv Comoanv 42374 Sausalito, CA 94965 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSU ED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI CATED . 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 INSURAN CE 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 ~i POLICY NUMBER POLICY EFF POLICY EXP LIMITS IT" '"'"D y IMM/Qn!VVVV\ A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2 ,000,000 1---~ CLAIMS-MADE [KJ OC CUR DAMAGE TO RENTED 300,000 X X OD3-A973775 07/01/2018 07/01/2019 PREMISES /Ea occurrence\ $ MED EXP (Anv one oersonl $ 5,000 1--- ~ PERSONAL & ADV INJURY $ GEN 'L AGGREGATE LIMIT APPLIES PER: GEN ERA L AGGREGAT E $ 4,000,000 ~ POLICY D ~r8i= D Lo c PRODUCTS -COMP /OP AGG $ 4,000,000 OTHER : $ B AUTOMOBILE LIABILITY COM BINED SINGLE LIMIT 1,000,000 /Ea accid ent\ $ ~ X ANY AUTO A993140 07/01/2018 07/01/2019 BODIL Y INJUR Y (Pe r oersonl $ ~ OWNED ~ SCHEDU LED ~ AUTOS ONLY ~ AUTOS BODILY INJURY (Per accident) $ HIRED NON-OW NED FROPERTY,i?AMAGE ~ AUTOS ONLY ~ AUTOS ONLY Per accident $ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ C WORKERS COMPENSATION X I ~ffTllTE I I 0TH , AND EMPLOYERS' LIABILITY ER Y/N 9161949-18 07/01/2018 07/01/2019 1 ,000,000 ANY PROPR IETOR/PARTNE R/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMB ER EXC LUDED ? N/A 1,000,000 (Mandatory In NH) E.L. DISEASE -EA EMPLO YEE $ If yes, de sc ribe und er 1 ,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLI CY LIMIT $ D Prof Liability H718-111865 07/01/2018 07/01/2019 Agg/Occ 1 ,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addition al Remarks Schedule, may be attached If more space Is required) The City of Cupertino, its City Council , officers, officials, employees, agents, servants and volunteers are named additional insured as respects General Liability per 391-1006 0609. Waiver of subrogation applies on General Liability per BP0497 0702 . Primary and non-contributory wording applies per policy form . All forms valid where required by written contract. *10 Day Notice of cancellation for non-payment of premium . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Ave. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I r;(l-~/JfJ.u;u_ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY . BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under t he following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract , Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Includ ed 3 4. Broad Form Property Damage -Borrowed Equipment , Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses , EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25 ,000 5 Occurrence Product Recall Expense Aggregate Limit $50 ,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants . This coverage is subject to the provisions applicable to the Businessowners Coverage Form , except as provided below . The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused , in whole or in part, by your acts or omissions , or the acts or omissions of those acting on your behalf, but only with respect to : (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit ; (2) Premises you own , rent, lease or occupy ; or (3) Your maintenance, operation or use of equipment leased to you . b. The insurance afforded to such additional insured described above : (1) Only applies to the extent permitted by law ; and (2) Will not be broader than the insurance wh ich you are required by the contract , agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit . (4) Will not be broader than coverage provided to any other insured . (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto . 391-1006 08 16 In c lud es copyrighted m aterials of Insurance Services OfFices , In c., with its permission . Page 1 of 6 c . This provision does not apply : (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires ; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor . (4) To any : (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires ; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations , new construction or demolition operations performed by or on behalf of the manager or lessor . (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring , employment, training or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you . d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance : ~~ Th e ~ H,~1fr!2Yr~f OD3A973775 1001651 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance : 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations . This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements , exclusions , and conditions of the policy apply . 2. Additional Insured -Broad Form Vendors The following is added to SECTION II LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business . b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor ; (3) Will not be broader than coverage provided to any other insured ; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part , including any endorsements thereto c. With respect to insurance afforded to such vendors , the following additional exclusions apply : The insurance afforded to the vendor does not apply to : (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you ; 391-1006 08 16 In cludes co pyrighted materia ls of lnsuran::e Services Offices, Inc .. with it s permission . Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor ; (4) Repackaging , unless unpacked solely for the purpose of inspection , demonstration , testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container ; The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance : 1. Required by the contract or agreement described in Paragraph a.; or 2. Available und er the applicable Limits of Insurance shown in the Declarations ; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . (5) Any failure to make such inspection , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course 3 . Alienated Premises of business in connection with the sale of the product ; (6) Demonstration , installation, servicing or repair operations , except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which , after distribution or sale by you , have been labeled or relabeled or used as a container, part or 4. ingredient of any other thing or substance by or for the vendor ; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However , this exclusion does not apply to : (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above ; or (b) Such inspections , adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products . (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. SECTION II • LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following : (2) Premises you sell , give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you , or should have reasonably been known by you , at the time the property was transferred or abandoned . Broad Form Property Damage Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k . Damage to Property : Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations . Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators . b. For the purposes of this endorsement , the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being : a . Worked on ; or b. Used in your manufacturing process . c . The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary , excess , contingent or on any other basis . (11)Any insured person or organization , from whom you have acquired such products , or any ingredient , part or container , entering into , accompanying or containing such products . 5. Incidental Malpractice -Employed Nurses, EMrs and Paramedics d. With respect to the insurance afforded to these vendors , the following is added to SECTION II • LIABILITY, D . Liability and Medical Expense Limits of Insurance: SECTION II • LIABILITY, C. Who Is An Insured, paragraph 2.a .(1)(d) does not apply to a nurse, 391-1006 08 16 In cl ud es copyrighted materials of Insurance Services Offices , In c ., with its permission . Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical , paramedical , surgical , dental , x-ray or nursing services . 6. Personal Injury -Broad Form a . SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted . b . SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process . c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions , Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person , but only if such "dis c rim i nat ion" is : (1) Not done intentionally by or at the direction of: (a) The insured ; (b) Any officer of the corporation , director , stockholder , partner or member of the insured ; and (2) Not directly or indirectly related to an "employee", not to the employment , prospective employment or termination of any person or persons by an insured . d . For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination " means the unlawful treatment of individuals based upon race , color, ethnic origin , gender, religion , age , or sexual preference . "Discrimination " does not include the unlawful treatment of individuals based upon developmental , physical, cognitive , mental , sensory or emotional impairment or any combination of these . e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto . 7 . Product Recall Expense a . SECTION II -LIABILITY , 8 . Exclusions, 1. Applicable To Business Liability Coverage, &~Hanover ~ Insu ra n ce Group _ . OD 3 A97 3775 1001651 o. Recall of Products, Work or Impaired Property is repla ced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss , cost or expense incurred by you or others for the loss of use, withdrawal , re call , inspection, repair , replacement , adjustment , removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If su ch product , work o r property is withdrawn or recalled from the market or from use by any person or organization becaus e of a known or suspe cted defect , defici ency , inadequacy or dangerous condition in it , but this exclusion does not apply to "product recall expenses" that you i ncur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from : (4) Failure of any products to accomplish their i ntended purpose ; (5) Breach of warranties of fitness , quality , durabi lity or performance ; (6) Loss of customer approval , or any cost incurred to regain customer approva l ; (7) Redistr i bution or replacement of "your product" which has been recalled by like products or substitutes ; (8) Caprice or whim of the insured ; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance ; (10)Asbestos , including loss , damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your produ cts" has been found . b . The following is added to SECTION II - LIABILITY, C. Who Is An Insured , paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization . 391-1006 08 16 In clud es cop yrighted mater ia ls of Insurance Serv ices Offices , Inc ., with its permission . Page 4 of 6 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under th is Product Recall Expense Coverage regardless of the number of: (1) Insureds ; (2) "Covered Recalls" initiated ; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period . c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency . d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e . Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency . f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency . g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of th i s deductible . We may , or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid . The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance . d. The following is added to SECTION II · LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled . Include a description of "your product" and the reason for the withdrawal or recall ; (2) Cease any further release, shipment , consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance . e. For the purposs of this endorsement, the following definitions are added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy , or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means : a. Necessary and reasonable expenses for : (1) Communications, including radio or television announcements or printed advertisements including stationary , envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices , Inc., with its permission . Page 5 of 6 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you ; (3) Remuneration paid to your regular "employees" for necessary overtime ; (4) Hiring additional persons , other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations ; (6) Expenses to rent additional warehouse or storage space ; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal , you incur exclusively fo r the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply : ~~Hanover ~ Insura n ce Group .. OD3A973775 1001651 (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto . Unintentional Failure to Disclose Hazards The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense , claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS , CONDITIONS , AND EXCLUSIONS REMAIN UNCHANGED . 391-1006 08 16 Includes copy righted materials of Insurance Servi ces Offices, Inc., with its permission . Page 6 of 6 ~~Hanover ~ Insurance G roup .. OD3 A973775 1001651 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST O"ll1ERS TO US This endorsement modifies insurance provided under the following : BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: BLANKET, AS REQUIRED BY WRIITEN CONTRACT * Information required to complete this Schedule , if not shown on this endorsement, will be shown in the Declarations . Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section Ill -Common Pol- icy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing op- erations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above . BP 04 97 07 02 Copyright, ISO Properties, Inc ., 2001 Page 1 of 1 CITY OF II PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of _________________ _ ("Effective Date") by and between the City of Cupe11ino , a municipal corporation ("City"), and G WLand AS SOCIA TES ("Contractor"), a California corporation for consulting services related to right of way acquisition. 2. SERVICES Contractor agrees to provide the services and perfonn the tasks ("Services ") set fo11h in detail in Scope of Services , attached here and incorporated as Exhibit A . 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on D ece mber 31 , 2018 ("Contract Time"), unl ess terminated earlier as provided herein . Contractor's Services shall begin on April 9, 2018 and shall be completed by D ecember 31, 2018 3.2 Schedule of Performance. Contractor must de liv er the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time , resources , and qualified staff to deliver the Services on time . 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 85 ,000 .00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor 's actual costs exceed the capped amount. No extra work or payment is pennitted without prior written approval of City . 4.2 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services , Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreeme!1t. C ity Project Sidewalk Improvements-Byrne Avenue Prajessional/Consulting Co111rac ts /Version: Nov 16. 20 17 Page I of8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, pa1tner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered , and/or ce1tified to perfonn the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perfonn the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on th e money earned under this Agreement. Upon City 's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City info1mation as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan , drawing, specification, data , record , document or other information or work, in any medium ( collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternative ly, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. C ity Proj ect Sidewalk Improve ment s-Byrn e Avenue Projessiona//Co nsu lting Co111ra cts /Version: Nov 16. 20 17 Pa ge 2 o f8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized u se 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 th e Work Product of Contractor or its sub -contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired ; (b) Completion ofthe original Services by others ; ( c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of th e Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its perfonnance in accordance with generally accepted accounting principles. The records must include detailed infonnation of Contractor's performance, benchmarks and deliverables , which must be available to City for review and audit. The records and suppo1ting document s must b e k ept se parate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or tiansfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise, without prior written consent of City . Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval , which shall not be unreasonably withheld. Control means fifty percent ( 50%) or more of the voting power of the business entity . 10. PUBLICITY I SIGNS Any publicity generated by Contractor for the project under th is Agreement, during the te1m of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible . The words "City of Cupe1tino" will be displayed in all pieces of publicity, including flyers , press releases , posters , brochures , public service announcements, interviews and newspap er aiticles . No signs may be po sted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City . 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law , and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold City Project Sidewa lk Improve ments-Byrne Avenue Profess iona/l C0 11 s11 ili11g Conlrac /s /Version: Nov 16. 20 17 Page3 of 8 harmless City, its City Council , boards and commissions, officers, officials, employees, agents, servants, vo lunteers and consultants ("lndemnitees"), through legal counsel acceptable to City, . from and against any and all liability, damages, claims, actions, causes of action, demands, charges , losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during perfonnance of the Services; ( c) Personal injury, property damage, or economic lo ss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments , or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any lndemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements , attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may res ult in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all lo cal, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perfo1m. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Refo1m and Control Act. Cit y Proj ec t Sidewalk Improvements-Byrne Avenue Profess io11 a //Co11s 11/iing Contracts /Ve rsion : Nov 16. 20 17 Pa ge4of 8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1 720 and other labor laws . 13.3 Discrimination Laws. Contractor 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-Immune Deficiency Syndrome (AIDS) or any other protected classification . Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination , Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person , by Contractor or its employees or sub -contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor 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 . Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defin ed in Section 18700 of the California Code of Regulations. Contractor agrees to abide by th e City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a mater ial breach and may result in City suspending payments , requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and thi ~ Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager . The City assigns John Raaymakers as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time , and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Kathy Wood ______ as its single Representative for all purposes under this Agreement, with authority to ov ersee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance . Contractor must regularly update the City's Project Manager about the progress with the work or any de lays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be City Project Sidewalk Improvements-Byrne Avenue Professional/Consulting Contracts /Version: Nov 16. 20 17 Page 5 of8 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the perfo1mance of the Service s . 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of tennination , but final payment wi ll not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California . Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in cowt. If a dispute arises, Contractor 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 finding s of law and fact. 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-complaint , or pursues arbitration , app eal , or other proceedings to enforce its right s or a judgment in connection with this Agreement, the prev ailing party will be entitl ed to reasonabl e attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intende d third paity beneficiaries of thi s Agre ement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City 's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Pa1ties, and supersedes any other agreement(s) and understanding(s), either oral or written , between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Pa1ty 's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. C ity Proj ect Sid ewal k Improvements-By rn e Ave nue Professio11a l!Cons 11 /t i11g Contracts /Ve rs ion: Nov 16 , 20 17 Page6of8 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either paiiy may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate . 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 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 application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agre em ent expires or is terminated , including the Indemnification, Ownership of Materials/Work Product, Records , Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date 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 10300 Torre Ave., Cupertino CA 95014 Attention : John Raaymakers Email: johnr@ cupe,-,h, v..:t. , Of:) 27. VALIDITY OF CONTRACT To Contractor: GWLand ASSOCIATES 215 Caledonia Street, Suite 303 Sausalito, CA 94965 Attention : Kathy Wood Email : ka thy gwl54 @ gmail.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time , (b) is signed by the City Manager or an authorized designee, and ( c) is approved for form by the City Attorney's Office . City Project Side wa lk Impro ve me nts-B yrn e A ve nu e Projess ional/Co nsulting Co ntracts /Ve rsion : Nov 16. 2017 Page 7 of 8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts , each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR GWLand ASSOCIATES Name Kath le e n Wood Title Partner Date Y ) l t / I Ta x l.D. No.: 8 1-1 744 150 ------- CITY OF CUPERTINO A Municipal Corporation B~ Name Timm Borden Title Director of Publi c Works Date S/'2..,7::;./t g ~+, -~,I'--~------ ~ ili ,,, ,\'l K ,,~ I Cupertino City AttomeJ ,/kl;r \V _ f/1.l' ATTEST: ~11J± lt ·/Z--rf CESCHM T City Clerk City Proj e ct Sidewalk Improvements-Byrne Avenue Profes s io11al/Consulting Comracts !Vers ion : No v 16, 201 7 Page8of8 EXHIBIT A Scope of Services The requirements for Basic Services are set forth in this Exhibit A, including general requirements and specific Tasks. This is an exhibit attached to, and made a part of, the Agreement between the City of Cupertino ("CITY") and GWLand Associates ("CONSULTANT") for the provision of right of way acquisition services ("SERVICES"). CONSULTANT shall perform consultant services as detailed in the following sections related to the design, bidding and construction for a Public Works Project. (Hereafter referred to as "PROJECT") SECTION 1. GENERAL 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. 3. 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. 4. CONSULT ANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY . CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. 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 for the performance included in EXHIBIT B, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT . 7. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. GWLand Associates, Inc . Exhibit A Sidewalk Improvements-Byrne Avenue I of4 SECTION 2. TASKS Project Management and general consulting services will consist of the following: TASKl Project Management-General Consultation 1. PROJECT meetings with City staff to establish work process and work schedule for all right of way functions (2 meetings budgeted). 2 . Participation in community outreach meeting, as :-ieeded. 3. Coordination with and management of all subcontractors. 4. On-going consultation related to right of way issues and process. 5. Coordination with City legal counsel, as needed . 6. Problem solving and strategizing with City staff to provide recommendations for resolution of problems. 7. Contract management, budget control and monitoring with timely PROJECT reporting. 8. Maintenance of PROJECT files for City review. 9. Monitoring work plan and work flow to ensure timely completion of assigned tasks and prescribed objectives. 10. Timely and responsive communications to City staff regarding status of work. Deliverables: i. Meeting minutes . n . Establishment and maintenance of PROJECT files. Provide to City as requested. m. Status reports of PROJECT issues and tasks, frequency as agreed on. TASK2 Appraisal Services Appraisal services will be provided by Smith & Associates as a sub-contractor to GWLand Associates, Inc. Smith & Associates is an independent Real Estate Appraisal and Consulting firm specializing in Commercial Real Estate Appraisal and Valuation Services in the Greater Bay Area. The Scope of Work envisions 26 appraisals of narrow strips of land at the frontage of single-family home sites along Byrne Avenue. GWLand Associates, In c . Sidewalk Improvements-Byrne Avenue 2 of4 Ex hibit A The PROJECT is to construct sidewalks, curbs, gutters and park strips along Byrne Avenue. The appraisals will not be for condemnation but will be prepared to general market value appraisal standards. The properties will be staked in order to allow all parties to visualize the land area being appraised and assist the appraisers in identifying what site improvements are in the impacted area. Consultant shall contact property owners ahead of time to schedule the inspection dates and times, and to identify if the owner would like to be present for the appraisal site visit. Appraisal services shall consist of the following: 1. An initial meeting with the City to formalize the Scope of Work and a final meeting at completion to discuss the appraisal findings and answer questions. 2. Appraisal inspections . Three days are budgeted for inspections. If owners are not present, the inspections should be completed in 30-45 minutes per property. If owners are present the inspections may take longer in order to explain the process and answer questions. Properties will not be entered without the owner's permission and if they are not at the inspection the site improvements will be inventoried from the existing right of way. 3. Inspections will include photographs of the impacted areas and identification of site improvements. Site improvements in the impacted areas are generally considered to include irrigated lawn, shrubs, plants, trees, fences, mailboxes, sidewalks, and driveways. 4. The appraisal will develop a uniform per square foot value for residential lots within the PROJECT area to be applied to all properties. 5. The land will be appraised using comparable residential lot sales in the immediate area. The site improvements will be appraised based on their contributory market value for each property individually. It is understood that fences, mailboxes, light fixtures and any other moveable items in the impacted areas will be relocated as part of the PROJECT and therefore will be excluded from the appraisal. Damage to any and all utility installations, including irrigation and yard lighting, will be repaired as part of the PROJECT and will be excluded from the appraisal. The appraisers will be provided with a plan that shows what trees will be removed and what trees will stay. No compensation will be considered for inconvenience or loss of access or parking during construction. 6. Appraisal report. A single Appraisal Report will be prepared in the form of a Restricted Report format per the Uniform Standards of Professional Appraisal Practice (US PAP). The report will use standard non-eminent domain language. The single report will include all of the properties to be appraised with values presented in a spreadsheet for easy reference . Deliverables: 1. Appraisal report GWLand Associates, Inc . Exhibit A Sidewalk Improvements-Byrne Avenue 3 of4 TASK3 Acquisitions/Negotiations GWLand Associates, Inc. will provide the following acquisition services: 1. Accompany Appraiser on inspection dates and meet with owners where possible. 2. Create parcel files and maintain written diaries for each property. 3. Draft letters and all other required documentation for city's review and approval to present to owners including Appraisal Inspection Letters, Agreements, Waiver's, Conveyance Documents, etc. 4. Person to person negotiations and contacts with property owners. 5. Explanation to owners of City's Voluntary Acquisition Program. 6. Coordination of title and/or escrow services (as needed). 7. File close-out and/or escrow close . Deliverables: i. Parcel files and diaries . 11. Documents as required for property acquisition. 111. Any PROJECT files not previously provided. TASK4 Additional Services 1. Services provided by CONSULT ANT that are different from or in addition to those described herein are being included in the scope of Basic Services are referred to as "Additional Services". No Additional Services shall be performed without the prior written authorization of the CITY. No compensation shall be due from the CITY to the CONSULTANT for any Additional Services provided or performed by the CONSULTANT without the prior written authorization of the CITY. 2. Compensation to the CONSULTANT for Additional Services directed and authorized by the CITY shall be on the basis of ei th er: 1) actual and reasonable time of the CONSULTANT's personnel necessary to complete the authorized Additional Service computed in accordance with the Rate Schedule attached to this Agreement; or 2) a fixed price mutually agreed upon by the CITY and the CONSULTANT. The forgoing notwithstanding, if Additional Services authorized by the CITY result from the neglect of CONSULTANT or CONSULT ANT's default under this Agreement, CONSULT ANT shall complete Additional Services at no cost to the CITY. GWLan d Associates, Inc . Ex hibit A Sidewa lk Improvements-Byrne Avenue 4 of4 EXHIBIT B Schedule of Performance This Schedule of Performance establishes the milestones for commencement and completion of the Tasks for Basic Services as s p ecified in Exhibit A, Scope of Services. Task # Task Description Deliverables Due 1 Project Management Ongoing from Notice to Proceed 2 Appraisal Services 45 days following ins pections 3 Acquisition/Negotiation Services 8 weeks after Notice to Proceed for this ta sk 4 Additional Services As agreed on GWLand Associates, In c. Exhib it 8 Sidewalk Improvements-Byrne Aven ue I of I EXHIBIT C Compensation Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. Thjs Exhibit Con Compensation supplements the provisions of Section 4 of the Agreement on Compensation, as further specified in Section 4. 1. 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 Eighty-Five Thousand Dollars ($85,000). 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 of Exhibit A, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of Seventy-Six Thousand, Six Hundred, and Fifty Dollars ($76 ,650). The maximum amount of Additional Services that may be authorized under Section 5 of this EXHIBIT C is Eight Thousand, Three Hundred and Fifty Dollars ($8,350). 2 . Method of Payment. For Task Nos. 1 through 3 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each task set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable, in completing that task 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) workjng days of receipt of the Invoice. The Invoice shall be based on the percentage of the task completed, and it shall describe the work completed during the Invoice period in accordance with the Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Payment Schedule set forth below. CONSULTANT also shall include supporting documents to verify completed work and for any reimbursable expenses . The Invoice shall include sufficient detail to satisfy financial audits. The Invoice shall also show the total to be paid for the Invoice period. GWLand Associates , Inc. E xhibit C Sidewalk Improvements-Byrne Avenue I of3 3. Payment Schedule. The following budget schedule will be used to determine monthly compensation for Basic Services based on the degree of completion, subject to confirmation and agreement by the City, and budget for each listed Task: Task # Task Description Compensation 1 Project Management 3,750 2 Appraisal Services 39,000* 3 Acquisition/Negotiation Services 32,400 4 Additional Services 9,850** TOTAL $8 5,000 * Fi xed Fee. The cost for the appraisal process is $39,000 or $1,500 per property. If properties are added, additional compensation of $1,0 00 per property will be authorized . Additional services by Smith and Associates beyond the Scop e of Work outlined in Task 2 of EXHIBIT A, Scope of Ser v ic es, including revisions, updates, meetings, arbitration, mediation, depositions, and testimony will be billed at $300 per hour. Consultant may not bill in excess of the Task Budget amount for any Task without prior written authorization from th e City. The City has the discretion, but not the obligation, to reallocate the budgeted amounts for each Task, subject to the not to exceed limit specified in Section 4 of the Agreement . ** Separate authorization from City required prior to performing any Additional Services . 4. Subconsultant Services. CONSULTANT is directly responsible for any payment for subconsultant work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Payment Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. E. REIMBURSABLE EXPENSES Reimbursable expenses are included in CONSULTANT's maximum compensation, including, but not limited to, any expenses related to CONSULT ANT's tasks. There are no separate reimbursable expenses for Basic Services performed uncier any Task of EXHIBIT A. 5. 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 Eight Thousand, Three Hundred and Fifty Dollars ($8,350) 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. 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 GWLand Associates , Inc . Ex hibit C Sidewalk Improveme nts -Byrne Avenue 2 of3 Additional Services are authorized, CONSULT ANT shall submit Invoices in accordance with the CONSULT ANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the Hourly Rate Schedule below shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. 6. Hourly Compensation for Additional Services The City will compensate CONSULTANT for satisfactory performance of duly authorized Additional Services which are subject to hourly billing, b ased on the hourly rate(s) set forth below, but subject to the compensation limits in Section 4 of the Agreement. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxe s, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include Reimbursable Expenses, which are addressed below and in Section 4 of the Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Professional Hourly Rates: Project Manager 150 Acquisition Agent 120 Appraiser 300 7. Reimbursable Expenses. The following are allowed Reimbursable Expenses for authorized Additional Services compensated on an hourly basis (time and expenses), subject to the compensation limits in Section 4 of the Agreement: • Necessary additional sub-consultant services • Individual or multiple document reproductions that exceed 50 pages • Drawing or bid set reproductions to the extent authorized by City • Special software required by City specifically for the PROJECT, excluding standard software programs such as Microsoft Office suite applications (i.e. Word. Excel, PowerPoint, Project, etc.), Adobe Acrobat, or standard photo editing programs • Necessary travel expenses to the extent allowed by City policy, with mileage reimbursed per the current IRS standard mileage rate at the time of travel • Safety equipment required by City policy or the PROJECT scope of services • Mass mailing notifications • Special expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, or presentation equipment. GWLand Associates , In c . Ex hibit C Sidewalk Improve ments-B yrne Avenue 3 of3 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 REQIDRED l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed op erations, 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 J 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. 4. J 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. Not required. Consultant has provided written verification of no employees. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occmT::nce or $2,000,000 aggregate. If written on a claims made form: )Q\ ~ a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. Insurance must be maintained for at least five (5) years after completion of the Services . \,? If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services . OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions : Ex h. D-Insuran ce R equirements for Des ig n Prof ess ionals & Consultants Contrac ts Form Updated Feb. 201 8 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials , employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 ( 11/ 85) or both CG 20 10 and CG 20 3 7 fonns, if later editions are used). Prima,y Coverage Coverage afforded to City/Additional Insureds sha ll be primary insurance. Any insurance or se lf-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums . Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein . Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not th e City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds ; or Consultant must show proof of ability to pay losses and costs related investigations , claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, 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 conunencement 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 byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less !han ninety (90) days prior written notice. Exh . D-lnsurance Requirements for Des ign Professionals & Consultants Con tracts Form Updated Feb. 2018 2 From: Rocio Fierro Sent: Thursday, May 17, 2018 4:13 PM To: Roger Lee <RogerL@cupertino.org > Cc: Michael Zimmermann <mic haelz@c u pert ino .org > Subject: RE : ROW Services Agreement Ro ger: Your proposal is reasonable. Rocio V. Fie rro I Senior Assistant City Attorney Cupertino City Attorney's Office 20410 Town Center Lane, Suite 210 Cupertino, CA 950 14-3255 Off. (408) 777-3 403 I Dir. (408) 777-34 04 Fax: ( 408) 777 -340 1 I Email: Rocio[@Cupertino.org NOTICE TO RECIPIENT: This communication is confidential , privileged and intended only for the person to whom it is addressed . There is no waiver of any protection or privilege afforded by law. If you receive this message in error, immediately notify the City Attorn ey's Office at (408) 777-3403 and delete the transmission and any attachments from your system. Review, use, dissemination, distribution or copying of an unintended communication is strictly prohibited. Thank you for your cooperation. From: Roger Lee Sent: Thursday, May 17, 2018 7:07 AM To: Rocio Fierro <RocioF@c up ert i no.org > Cc: Michael Zimmermann <michaelz@cupertino.org> Subject: ROW Services Agreement Rocio, Michael/ CIP team have a Right of Way (ROW) consultant, GWLand and Associates, that was hired in February of 2017 for work related to the McClellan Sidewalk Improvements-Phase 2 project. This work is in its final phase and they have been very happy with the services provided by GWLand. A similar sidewalk project requiring the acquisition of ROW services is coming up and the CIP team has asked GWLand to provide a proposal. During this process, GWLand has raised concerns regarding the professional liability insurance limit increase from $1 to $2M. For GWLand to meet the $2M requirement costs will increase $2500/yr. As the coverage is required to be maintained for 5 years after the completion of the work, this amount will total $12,500. We propose a reduction in the requirement of professional liability insurance to $1M for this specific work for the following reasons: • We believe that the City's potential liability is adequately covered by a $1M limit. The acquired property rights will have title insurance issued by Chicago Title Company to cover any property right issues . • All field survey work, plat and legal description will be performed by the design consultant under a separate agreement requiring $2M in coverage and not the ROW consultant. • ROW services are not designated as "Design Professionals ." • This consultant works at the direction of the City. All decisions related to the property transactions are made by the City. • If we maintain the $2M requirement, we would most likely need to initiate new ROW consultant negotiations with another firm, impacting the project schedule. All other insurance limits would remain as defined in the current Exhibit D, Insurance Requirements . Please let us know if you have any concerns with this modification to this specific agreement for ROW services . Appreciate your consideration. Roger GWLAASS-01 JDOMAOAL ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~-05/21/2018 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(ies) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), PRODUCER License# 0757776 ~oNTACT Gary Cox HUB International Insurance Services Inc, ~~~~------·------· -~---------, A/C ,No,Ext): (442) 244-6921 ____ (AIC,No ):_ __ __ _ 5731 Palmer Way, Suite D Carlsbad , CA 92010 ~i:1'1DA~~ss: gary,cox@hubinternational.com -· -- __ 16tl I(,. •,.-t I t (,. -=r '? -~----_ INSURER(S))\FFORDING COVERAGE -----I _&.I;~-- -· -·--·--------· 1NsuRERA : Massachusetts Bayjnsurance Company _22306~ INSURED J.1'1.§.URER s : Hanover American Insurance ____ _ _J1_6QM__ GWLand Associates, Inc. INSURER c : State Comyensation Insurance Fund of Californ~35076 _ 215 Caledonia #303 ~, Houston Casualty Company _ 142374 Sausalito, CA 94965 -- __ -=-:1_ --=--ERE , _____________ -I SU ER F COVERAGES CERTIFICATE NUMBER REVISION NUMBER· THIS IS TO CERTIFY TH AT THE POLICIES OF INSURANCE LI STE D BELOW HAVE BE EN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER IOD IND ICAT ED . NOTWITHST ANDING ANY REQUIRE MENT , TERM OR CONDIT ION OF ANY CONTRACT OR OTHER DOCUMENT WI TH RESPEC T TO WHICH THIS C ERTIFIC AT E MAY BE ISSUED OR MAY PERTAIN , THE INSUR ANC E A FF OR DED BY THE POLICIES DESCRI BED HERE IN IS SUBJECT TO ALL T HE TER MS. EXC LU SIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS. - - - 1~t: 1 TYPE OF INSURANCE l=~J~I POLICY NUMBER 1 ,~~hl~Yv~m-JiYv~~l 1 --~ITS ___ ---- A x~p oMMERCIAL GENERAL LIABILITY I I EACH occuRRENcE I s 2,000 ,000 v 1· -,vl f--j',AMAGE TO R-ENTED -I---300 000 I CLAIMS-MADE ~ OCCUR X X 0D3-A973775 07/01/2017 07/01/2018 I ~REMISES(EaoccurrenceL__ s _ • ~_J ------------ 1 , MED EXJ: @ly~er~_ 1 s__ __ 5,00~ ,___ ___ _ ___ ____ PERSONAL & ADV INJURY ,...L... . __ _ _ v' l)GEN'L AGG REGATE LIMIT APPLIES PER: / f GENERAL AGGREGATE I s 4 ,ooo,ooo X--, I J PRO 1 1 I r--. -4 000 000 r _ _: POLICY '-JECT L_J Loc 1 1 PRODUCTS. COMP/OP AGG s _ _ • ___ . _ , OTHER: I I I S 8 I AU TOMOBILE LIABILITY I ' I r COMBINED SINGLE LIMIT 1 000 000 V X I ANY AUTO ! /A993140 07/01/2017 07/01/2018 ~~~~:t~RY;.i'_rfJ.e rso~~ 1 1 ~ ___ --'_ ~ - ,-; OWNED 1,-1 SCHEDULED i 1 ~ I AUTOS ONLY AUTOS I I BODILY INJU~(Per acciderit), S __ . i HIRED r~, NON-OWNED r PROPERTY DAMAGE --I j AUTOS ONLY I ~ AUTOS ONLY 1 1 (Per accidenij _ _ :--__ f--I UMBRELLA LIAS I j OCCUR I i EACH OCCURRENCE -___ l s --' ---- ' ·: EXCESS LIAS I CLAIMS-MAOEJ I ~AGGREGATE__ I S ,~ r RETEN TI ONS 1 • 1 -! s ----- c 1~~i~~~r8~l:,~~~1~s1L9fv : I l&~i:T1i.I.E...'.. __ 1 ~~H.:. i ____ _ __ v-- i ANY PROPRIETOR IPARTNER/EXECUTIVE ;£..ill., j 9 1 5 1949-17 0710112 017 o7,01 12018 'E.L.EACHACCIDENT . s 1,000,000 l oFF 1cER/MEMBER Exc LuD ED? J_.J ·r N, A I r ---------- (Ma nd atory in NH) ' I ~-L. OISEASE. EA EMPLOYEE~ 1 ,000 ,000 u yes, describe under 1' I I I ---1 ·oo·-0-00-0 I DESCRIPTION OF OPERATI ONS below E.L. DISEASE· POLIC Y LIMIT I S ' ' D (rof Liability f IH717110012 : 07/01/2017 I 07/01/2018 ,Agg/Occ : 1,000,000 ~ I I i i DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more space is required) The City of Cupertino, its City Council , officers , officials, employees, agents , servants and volunteers are named additional insured as respects General Liability per 7391-1006 0609. Waiver of subrogation applies on General Liability per BP0497 0702, Primary and non-contributory wording applies per policy form, All forms valid where required by written contract *10 Day Notice of cance ll ation for non-payment of prem iu m . CERTIFICATE HOLDER CA NC ELLA TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WI TH THE POLICY PROVISIONS, 10300 Torre Ave. Cupertino, CA 95014 AUTHO RIZED REPRESENTATIVE ~a~&lu,u. _____ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. BUSI NE SSOWNERS LIA BILITY SPECIAL BROAD ENING ENDORSE MENT This endo r sement modifies insurance prov ided under the fol lowing: BUS INESSOWNERS COVERAGE FORM SUM MARY O F COVERAGES T Li~l t~ '']" P~g~ .... l 1. Additional l nsu re_d_b_y_C_o_n_t_ra_c_t.-A-g -re_e_n-,e-n_t_o_r_P_e_r_m_i_l ______ , __ l_n_c_l_u--d-ed 1 1 - 2. Additio nal Ins ured -Broad Form V e ndors Tri'cTucfed f ... _ 2 3 . A lienated Premises Inc luded 3 4 . Broad Form Prope rt y Damage -B orrowed Equipment , Customers Goods and Use of E levato rs Included Included Included 5. l ncide~t;i ··M;,j;;~~ti;;·(·E·~p i;y~a f:i~~;;;:EMT's and Paramedics)! 6·: "Persona l andAdveriisinglnTury -Broad Form . 1· 7. Product Reca ll Expe nse Product Recall Expense Eac h Occurrence Limit Product Recall Expense Aggrega te Limit Product Recall Deduc tible ,, ................................................................................. , 8. Unintentional Fai l ure to Disc lose H azards 9 . Uni ntentional Failure lo Notify Inc luded $25 ,000 Occurrence $50 ,000 Aggregate $500 Included Included 4 5 5 5 6 6 Thi s endo r sement amends coverages provided unde r the Businessowners Coverage Form through new coverages and broade r coverage g rants . T h is cove r age is subject to t he provisions applicab l e to the Bus inessowners Coverage For m , excep t as provided below. T he follow i ng c hanges are m ade to SECTION II - LIABILI TY: 1. Additional Insured by Co ntract, Agre ement or Permit The follow i ng is added to SECTION II LIABILITY, C. Who ls An Insured: Add itional Insured by Contra ct , Agreem ent or Permit a. A ny person o r orga ni zation wi t h whom you agreed i n a w r itten cont rac t , wr itten agreement or permit to acid s uch person or organ izat ion as a n additio n a l ins urecl on your policy is an add it io na l in su red on ly with respec t to l iabi l i ty fo r "bo d ily in ju ry ". "prope rt y damage", or "persona l and advertis ing inju r y" caused, in w hole o r i n pa rt , by your ac ts or om i ssions , or t11e acts or om i ss ions of those acting o n y our beha lf, but o nly with respect to : (1) "Your work" for the add it io n al insured(s ) des ig n ated in th e contract, ag r eement or pe rmi t; (2) P rem ises you own. rent. lease or occ u py ; or (3) Your ma i ntenance , operation o r use of equipmen t leased to you. b. T he insurance afforded to such additional insured described above : (1) O nl y app lies lo tt,e extent perm it ted by law; an d (2) W ill no t be broader than the insurance wh i ch you are required by the contract , agreement or permit to prov ide fo r such additiona l insured. (3) App l ies on a p r i ma r y basis if tha t is requ ired by the w rit ten con tract , writte n agree m e nt or perm it. (4) W ill not be broader than coverage provided to any other insured. (5) Does not app ly if the "bod il y injury", "property damage" or "pe r sona l a ncl adve rt isi ng injury" is otherwise excluded from coverage under this Coverage Part , including any endorse ments th e re to . 391-1 00 6 08 16 Inc lud es copyrigllted mat erial s of In surance Servi ces Offices , In c., with it s permi ss io n. Page 1 of 6 c. Th i s provision does not apply: (1) Unle ss the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of th is Coverage Part. (3) To any lessor of equipment: (a) After the equipmen t lease expires ; or (b) If the "bodily injury", "property damage", "persona l and advertising injury" arises out of sole negligence of th e lessor. (4) To any: (a) Owners or oth er interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if : (i) The "occurrence" tak es place or the offense is comm itted after you cease to be a tenant in th at p remises; or (ii) Th e "bodily injury ", "property damage", "personal injury" or "advertising injury" arises out o f structural alterations, new construct ion or demolition operations perfo r med by or on be hal f of th e manager or le ssor . (5) To "bodi ly injury", "property damage" or "personal and adve rti si ng injury " arising out of the renderin g of or the failure l o render a ny professional services . T his exclus ion app li es even if the claims agains t any in s ured allege negligence or other wrongdoing in the supervision, hiring , employment , tra i ning or monitoring o f others by that insured , if the "occurrence" wh ich caused the "bod il y injury" or "property damage" or the offense w hich caused the "personal and advertising injury" i nvo lved the rendering of or failure to ren der any professional se rvic es by or for you. d. With respect to th e insurance afford ed to th ese addit iona l insureds, the following is added to SECTION II -LIABILITY, D. Liabil it y and Medical Expense Limits of Insurance : &\" l;w ~ _t!~~l~~r. , 003A973775 ) 1001651 Th e mo s t we wil l pay on behalf of the add ition a l insured for a covered c la im is tl,e lesser of th e amoun t of insurance : 1. Required by the con t ract. agreement or pe rm it described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarat ions. This endorsement shall not inc rease the applicab le Limits of In surance shown in the Declarations e. All other i n sur ing agreements , exclus io ns, and co nditi ons of the policy apply. 2. Additional Insured -Broad Form Vendors The following is addecl to SECTION II LIABILITY, C . Who Is An Insured: Additional Insured · Broad Form Vendors a. A ny person or organization that is a vendor wit h whom you agreed i n a written contract or wr itten agreement to inc lude as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" a r isi ng out of "your products" which a re d istr ibut ed or sold in the regu lar course of the vendor's busine ss . b. The insuran ce afforded to such vendor described above: (1} Onl y applies to th e extent permitted by law ; (2) Will not be broader than the insuran ce which you are required by the contract or agreement to provide fo r such vendor ; (3) Will not be broader than coverage provided to any o th er insured; and (4) Doe s not apply if the "bod ily injury", "pro perty damage'' or "p e rsonal and advertising inju ry" is otherwise excludl3d from coverage under this Coverage Part , inc lud in g any endorsements thereto c. With respect to insurance affo rd ed to such vendors, the following add itional exclusions apply : The insurance afforded to the vendor does not apply to : (1) "Bod il y i njury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a con trac t or agreement. T his exclusion does not apply to liability for damages th at the insured would have in the absence of the contrac t or agreement: (2) Any express warranty unauthorized by you; 391-1006 08 16 Include s copyrigl1ted mate rials o f Insurance Servic es Offices. Inc .. witl1 it s permiss io n . Pag e 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging , unless unpacked solely for the purpose of inspection, demonstration , testing, or th e substi t u tion of parts under instruction from the manufacturer , and then repackaged in the original container ; The most we wi l l pay on beha lf of the vendor for a covered c laim is the lesser of the amount of insurance : 1. Required by the contrac t or agreement described in Paragraph a.; or 2. Available und e r th e appli ca ble Limits or Insurance shown in th e Declaration s; This endorsement shall not increase the app licabl e Limits of In surance shown in the Declarations. (5) Any failure t o make suc h inspection, adjustmen ts , tests or se rvicing as the vendor has agreed to make or normally undertakes to make in the usual course 3. Alienated Premises of business in co nne ction with the sale of th e product ; (6) Demonstra t ion , installation, servicing or repair operations, except suc h operations performed at the vendor's premises in con n ect ion with the sa le of the product; (7) Products which, after distributi on or sale SECTION II LIABILITY , B . Exclusions , 1. Applicable To Business Liability Coverage k .. Damage to Property , paragraph (2) is replaced by the fol lowing: (2) Premises you sel l , give away or abandon, if the "properly damage" ar ises out of any part of those premises and occu rr ed from ha zards that were known by you, or should have reasonably been kn own by you, at the time the property was transferred or abandoned. by you , have been labeled or relabeled or used as a container, part or in gredient of any o the r thing or substance by or for the vendor; 4. Broad Form Property Damage Borrowed (8) "Bod il y injury" or "property damage" arising out of the so le negligence of th e vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, thi s exclusion does not apply to: (a) Th e exceptions contai ned within th e ex clusion in subparagraphs (4) or (6) above; or (b) Such inspections , adjustments , test s or servicing as the ve nd or has agree d to m ake or normally undertakes to make in the usual course of business , in connection w ith the distribution o r sale of th e products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" t hat took place before you have signed the contract or agreement with the vendor. (10)To a ny person or organization inc lud ed as an ins ur ed by another endorsement issued by us and made part of this Coverage Part. (11)Any insu re d person or organization , from whom you have acquired suc h products, or any ingredien t , part or container, entering into, accompanying 5. or contain ing such products. d. With re spec t to the insurance afforded to these vendors , the following is added to SECTION II -LIABILITY, 0 . Liability and Medical Expense Limits of Insurance: Equipment, Customers Goods, Use of Elevators a. Th e following is added to SECTION 11 - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k . Damage to Property: Paragraph (4) does not app ly to ''p roperty damage" to borrowed equ i pment while a t a jobsite and not being us e d to perform opera tion s . Paragraph (3), (4) a nd (6) do not a pply to "property damage" l o "customers goods" wh ile on your premises nor to the use of elevators. b. For the purposes of this endorsement, the followin g definition is added to SECTION II - LIABILITY, F . Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being : a. Worked on ; or b. Used in your manufacturing process . c . The insurance afforded under this provision is excess over any othe r va l id and collectibl e property insurance (in cl u ding deductible) available to the in sured whether primary , excess, contingent or on any ot l1er basis . Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -LIABILITY , C. Who Is An Insured, paragraph 2.a.(1)(d) do es not apply to a nurs e, 391-1006 08 16 Includes copyrighted materials of Insu rance Se rvices Offices , In c .. with its pe rm iss ion . Page 3 of 6 emergency medica l techn ician or paramedic emp loyed by yo u if you are not engage d in the bus iness or occ upation of prov iding medical , pa ramed ical , surg i ca l . de ntal , x-ray or nursi ng services . 6. Persona l Injury -Broad Form a. SECTION II • LIABI LI TY , 8 . Exclusions , 2. Additional Exclusions Applicable only to "P e rson al and Adve rtising In j ury", pa ragraph e . is dele ted . b. SECTION II • LIABILITY, F . Lia bi l ity a nd Medica l Expenses D efin itions , 14. "Pe r sonal and a cl ve rtisi ng in j u ry", paragrap h b. is rep lace d by the fo ll owi ng: b . Malicious prosecution or abuse of process . c. T he fol lowi ng is added to SECTION II - LIABILITY, F . Liabil it y and M ed ical Exp ens es Defin itions , De fin itio n 14 . "P e rsonal and adve r tising injury'': "D iscriminat ion " (un less ins ura nce thereo f is pro hi bited by law) th a t res u lts i n inj u r y to the fee lings or reputation of a natural person , but only if such "discrimination" is: (1) Not done i ntentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation , director, stoc kh o lde r , partne r or m e m ber of the i ns u red ; a nd (2) No t direc tly or ind irect ly r e lated to an "employee", not to the emp loy ment , prospec ti ve emp loyment or te r m i nat ion of any perso n or pe rsons by an i nsured. d . For purposes of th is en dorsement , the following definiti on is added to SECTION II • LIABILITY , F . Li a bil ity and Medical Expenses Definit ions: 1. "D iscri minat ion" mea ns t he un lawfu l treatmen t of individ u a ls based upo n race, co lor , ethni c o ri g in , ge nder, r e li g io n , age, o r sexua l prefe rence. "Disc ri m i nation " does not i nclude th e u nlawf ul t reatment of in divi d ua ls based u pon developmental, phys ical, cogn iti ve , men ta l , se nsory o r emo tio n al im pairme nt or any comb i na tio n of these . e. T his coverage d oes not apply if l iab i li ty cove rage for "pe r so na l a nd adve rt is in g i nj u ry" is exc luded ei th e r by th e p rov is io ns of the Coverage F orm o r any endo rseme nt the reto. 7. Product Recall Expense a. SECTION II -LIABILIT Y , B . Exclusions , 1. Appl icabl e To Bus ine ss Li a bi lity Cove ra ge, &\"H'"" ~ ~IQ?~~r OD3A973775 1001651 o. Re call of P rod ucts , Work or Im paired Property is r eplaced by the follow i ng: o . Recall of Products, Wor k o r Impaired Property Damages c laimed for any loss , cos t or expense i n c urred by you o r others for th e loss of use , wi thdrawal. recall , inspection, repair , replacement , ad j ustmen t , removal or disposal of: (1) "You r produc t"; (2) "Your work"; or (3) "Impaired property"; If s uc h product, work o r prope rt y is withd rawn or recalled from t he market o r fro m use by any person or organizatio n because of a known or suspected defect , d ef iciency, i nadequacy o r dangerous cond it ion in it , b ut this exclus ion does not apply to "product reca ll expenses" tha t you incur for the "covered recall" of ''your product ". However, the exception to the exclusion does not apply to "product recall expenses" resulting from : (4) Fa ilure of any products to accomplis l1 the i r intended purpose; (5) B reach of warranties of fitness , qual it y , durabil ity or performance; (6) Loss of custo mer approvnl , o r any cos t in curred to regain customer approval; (7) Red istribution or rep lacement of "yo ur p ro d uct" whic h has been recalled by like products or subs t it ut es ; (8) Cap rice o r whim of the insured; (9) A condit ion likely to ca use loss of w hich any ins ured knew or had reaso n to know at the inception of th is in surance ; (10)As bestos, inc luding loss , damage o r c lean up resu lt i ng from asbes tos o r asbes tos conta ining materials; o r (11)R eca ll of "your products" that have no known or suspect ed defect solely because a known or suspected defect i n another of "you r products" has been fou ncl. b . The fo llow i ng is added to S E CTION II - LIABILI T Y , C . Who Is An Insu red , paragraph 3 .b .: "Prod uct reca ll expense" a ri si ng out of any withd r awal or reca l l th at occurred before you acqu ired or formed the organi z ation 39 1-1 00 6 08 16 lncl l 1des copyr ighted material s of In sur ance Se rvi ces Offi ce s, Inc ., wi th it s permi ssio n . Page 4 of 6 c. T he followin g is added to SECTION II • LIABILITY, D. Liability and Medical Expenses Limits of l.nsurance : Product Recall Expense Limits of Insurance a. The L imits of Insurance shown in th e SUMMARY OF COVERAGES of this endorsement a nd the rules stat ed be low fix th e most that we will pay und e r this Product R ecall Exp ense Coverage regardless of the number of: (1) Insureds ; (2) "Covered Reca l ls" initiated ; or (3) Number of "your products" withdrawn. b . The Product R ecall Expense Aggrega te Limit i s the most that we will re imburs e you for th e sum of all ''product recall expense s " incurred for all "covered recalls" initia t ed during the policy period. c. The Produ ct Recal l Each Occu rrence Limit i s th e most we will pay in connection with any one d efect o r deficiency . d . A l l "product recall expenses " in connection with s ubstant ially the sa me general harmful condition w ill be deemed to arise out of th e same defect or deficiency and considered one "occurrence". e . Any amou nt reimbursed for "product recall expenses" in connection wi th a ny one "o cc urrence" will reduce the amoun t of the Product Re ca ll Expense Aggregate Li mit available for reimbursement of "product recall ex penses" in connection wi th any other defect or deficiency . f. If the Product Recall Expe ns e Aggregate Limit has been reduced by reimbur s ement of "product recall expenses" to an a m oun t that is less th a n the Produ ct Recall Expense Each Occurrence Limit , the remain ing Aggregate Li mit is the most t hat will be available for reimbursement of "p rod uct recall expense s" in connection wit h a ny other defect or d e fici e ncy . g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Reca ll Deductibl e. The Product Recall D edu ctible applies sepa rat e ly to each "covered recall". The limit s of ins ura nc e will not be red uced by th e amount of this dedu ct ibl e. We may , o r w ill if require d by law, pay all or any pa rt of any deductible amount. if applicable . Upon n ot ic e of our payment of a deduct i ble amount . yo u shall promptly reimburse us for n1e part of th e d eductib le amount we paid. Th e Product Recall Expense Limits of Insurance app ly separately to eac h co nsec uti ve ;:innua l reriod a nd to a ny r e maini ng period of less than 12 months. starting w it h the beginn i ng of th e pol ic y period shown in the Dec larat io ns. unless th e policy period is extended after issuance for a n additional period of less than 12 mon th s. In th at case, the add iti onal period w i ll be dee m ed pa rt of th e last preceding period for th e purposes of determining th e Limit s o f In sura nce. d . The following is added to SECTION II • LIABILITY, E. Liability and Medical Expense General Conditions , 2 . Duties in the Event of Occurrence , Offense, Claim or Suit: You m us t see to it th at th e following are d o ne in the event of an ac tu al or an ti cipat ed "covered reca ll" that m ay result in "product recall expense": (1) Give us prompt notice of any discove ry or notifi cation th at "your product" must be withdrawn or rec a lled. Include a d escription of "your product" and the rea so n for the withdrawa l or recall ; (2) Cease a ny further release. shipmen!, cons ig nm e nt or any other method of d i stribution of l ik e or sim ila r prod ucts until it ha s been determined that all such produ c t s are free from defects that could be a cause of loss under th is insurance . e. For th e purp oss of th is e ndorsement , the follow i ng definitions are added to SECTION II • LIABILITY, F. Liab ility and Medical Expenses Definitions: 1. "Covered recall" means a recall made ne cessary because you or a government body ha s determined that a known or suspected d ef ec t, de fi c ie ncy, inad eq ua cy, or dangerous cond ition in "your product" has res ult ed or w i ll r esu lt in "bodily in j ury" or "property damage". 2 . "Product recall expense(s)" means: a. Necessa ry and reason able expenses for : (1) Communications , in clud ing radio or television a nnouncem ents or print ed advertisements including stationary , enve lopes and postage ; 391 -1006 08 16 Inc ludes copyrighted materia ls of In s urance Serv ices Offices, Inc ., with its pe r miss ion . P age 5 of 6 f. (2) Shipp in g th e recalled produc ts from a ny purchaser , distributor o r use r to th e place or pla ces designated by you ; (3) Re mune ra t io n paid to your regular ,;employees" for ne cessa ry overtime ; (4) Hiring additiona l persons , o th er than your reg ular "employees"; (5) Expenses incurred by "empl oyees" 8· includ ing tran s portation a nd accommodat ions ; (6) Exp ens es to ren t additiona l warehouse or storage space ; (7) Di sposa l of "your product", but only to t he ex te nt that spec ifi c methods of destru ction other tha n th ose employed for tr as h discarding or disposal a re 9. required to avo id "bodily in jury" or "propert y damage" as a result of s uch disposal , you in cur exclus iv e ly for the purpose of recalling "y ou r product"; and b . Your lo s t profit resulting from suc h "covered re cal l". Th is Product Rec a ll Exp ens e Coverage does not apply: (1) If th e "produc ts -comp leted operations haza rd" is excluded from coverage und er th is Coverage Part incl uding any e nd orse m ent thereto ; or (2) To "product recall expense" a ri si n g out of any of "your products" that are otherwise exc l uded from coverage under th is Coverage Part in c luding endorseme nt s th ere to . Unintentional Failure to Disclose Hazards The following is added to SECTION II LIABILITY, E. Liability an d Medical Expenses General Conditions : Representations We will not disc la im coverag e under thi s Coverage Part if you f ai l to disclose a ll hazards ex istin g as of th e in cep ti on date of the po licy prov ided such fail ure is no t intentional. Unintenti onal Failure to Notify Th e following is added to SECTION II LIABILITY, E. lia bility and Medical Expen ses Genera l Condi tions, 2. Duties in the Event of Occurrence, Offense, Clai m or Suit: Your ri g hts a fforded under this Coverage Part s hall no t be pr eju d iced if you fail to give us noti ce of an "occurrence", offense , claim or "su i t", so le ly due to your r easona bl e and documented belief that the "bodi ly injury", "p roperty damage" or "personal and adver tising in j ury" is not cov ered under this Policy . A LL OTHER TERMS , COND IT IO NS. AND EXCLUSIONS REMAIN UNCHANGED . 391-1006 08 16 Includes copyrigl1ted materials of In s uran ce Serv ices Offices. Inc., witll it s permission. Page 6 of 6 &\"i Hanover ~ lnsur.111 ce Croup . 003A973775 10 01651 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY . WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US T hi s e ndorseme nt modifies in sura n ce provid ed un de r the fol lowi ng : BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: BLANKET , AS REQUIR ED BY WRI TIEN CONTRAC T • Inform ati o n required to comple te th is Sc hed ule. if not shown o n this endorsement. will be shown i n the Declara tions . Paragrap h K. Tr a nsfe r Of Rights Of Re covery Ag ainst Others To Us i n Section Ill • Common Po l· icy Cond itions is amended by the addition of the following: We waive any right of recovery we may have against the pe rson or o rgan ization shown in the Schedu le a bove because of payments we m ake fo r injury or da m age arising o ut of your o ngoing op- erat ions or "you r wo r k" done under a contract w ith tha t pe rson o r o rganiza t ion a nd inc luded in the "products-comple ted operati ons hazard ". This waive r appl ies on ly to the person or o rganizat io n shown in th e Schedu le a bove. B P 04 97 07 02 Copyright . ISO Properti es . In c .. 2001 Pagefof1