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19-053 HF&H Consultants, Inc., Solid Waste Tonnage AuditCITY OF II PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1.PARTIES This Agreement is made and entered into as of _A_Qril 2 :l _2_0_19 ___________ _ ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City''), and . HF&H Consult ants, Inc._ _ __ ____ _ _ . _ _ ___("Contractor"), a Limited Liability Company for Solid Waste Tanna e Audit 2.SERVICES Contractor agrees to provide the services and perform the tasks (''Se rvices") set forth 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 December 31, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on A ril 2, 2019 and shall be completed by December 31, 2019 ---- 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the 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 $32,360 _ ("Contract Pri ce"), 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 permitted 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 Agreement. Project Solid Waste Tonnage Audit ------------------------------Page I of 8 Professional'Consulting C'ontracts !Version: May 22, 2018 5.INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, 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 certified to perform 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 app roval 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 perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6.PROPRIETARY/CONFIDENTIAL INFORMATION In 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 information 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 permitted 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. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. Project Solid Waste Tonnage Audit Page 2 of8 Professional/Consulting Contracts 1Version: May 22, 20/8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of 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 of the original Services by others; (c)Subsequent additions to the original Services; and/or ( d)Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8.RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9.ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10.PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No si gns may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the 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 PrOJCCt Solid Waste Tonnage Audit Page 3 of8 Professional,C'onsulting Contracts II ersion: May 22. 2018 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses 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 performance of the Services; ( c)Personal injury, property damage, or economic loss 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 any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. 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 Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12.INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement 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 result 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 local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Project Solid Waste Tonnage Audit Page 4 of 8 Professional/Consulting Contracts ,'Version: May 22, 2018 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethni city, 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 defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14.PROJECT COORDINATION City Project Manager. The City assigns Cheri Dopnelly _ _ 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 Scott Holt ------as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15.ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be Project Solid Waste Tonnage Audit Page 5 of8 Professional,C'onsu/Jing Contracts l'ersion: May 2', 2018 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 often percent (I 0%) of the total time expended to date in the performance of the Services. 16.TERMINATION City may terminate this Agre.ement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17.GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior 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 court. 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 findings of law and fact. 18.ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19.THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20.WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of 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 Parties, 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 Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Project Solid Waste Tonnage Audit ------------· Page 6 of 8 Professional/Consulting Contracts 'Version: May 22, 2018 22.INSERTED PROVISIONS Each provision and clause required by Ja w for this Agreement is deemed to be included and will be inferred herein. Either party 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 IP ARTIAL INVALIDITY If any term or prov.ision of this Agreement, or their application to a particular situation, is found by the co4q to be void, ihvalid,_ illegal or unenforceable, such term or provision shall remain in ·:.t, "'lll., •J J' '''·.1 \ .... . � \ '<t force · and effect to the extent al!gwed by such ruling. All other terms and provisions of this Awtrem�_nt or\ thei� �pplicatj<\l_n tp ,§pecific situations shall remain in full force and effect. The Parties.agree fo work in good faith to amend this Agreement to carry out its intent. l /. t \ 1 . J,.. ' • ,:', ... , ; 25.SURVIVAL i ... ·, ,. \ ·�.. � . All provisions which by their nature must continue after the Agreement 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: j;:heri Donnelly -------· Email: CheriD@Cupertino.org 27.VALIDITY OF CONTRACT To Contractor: HF&H Consultants, LLC 201 N. Civic Drive, Suite 230 ----------Walnut Creek, CA 94596 Attention: Marva Sheehan, VP ----------Em a i I: msheehan@hfh-consultants.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. Project Solid Waste Tonnage Audit Page 7 of8 Professiona/lC'onsulting Contracts 'i'ersion: Mai n. ?018 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 HF&H Consultants, LLC By�O �,A.-_____ Name Marva Sheehan Title Vice President Date 4n/ §7 20/z_ Tax lD. No.: 94-3097242 APPROVED AS TO FORM: 7b �fv'-_.� HEATHER M. MINNER Cupertino City Attorney ATTEST: CITY OF CUPERTINO A Municipal Corporation By_� e._D� Name C he_ct e. l1mt\e \\'1 Title J"v·, r on t'\��A.1}c_o1rA.""�, l"'1 r Date '1( 5_J�_g_\ �------ ��P�71�1 City Clerk Project Solid Waste Tonnage Audit Page 8 of 8 Professional/Consulting Contracts /Version: May 22, 2018 A TT A CHM ENT A: SCOPE OF WORK HF&H will perform the scope of work described below for a not-to-exceed fee of $32,360. We have included a list of tasks we will complete along with staffing and necessary hours to complete each task. If additional effort is required (e.g., more meetings or additional analysis), we will obtain approval prior to proceeding. Tonnage Audit for the City of Cupertino Task 1 Project Initiation To prepare for the engagement, HF&H will: 1.Prepare for and conduct conference call with City to discuss the City and review our draft work plan. During this meeting, we will discuss the schedule and deliverables. HF&H will review its preliminary request for information with the City. From this meeting, we will finalize our work plan, schedule, and request for information. 2.Prepare a request for information from the City, Recology South Bay (Recology), and Newby Island Landfill (Newby Island). This will include items, such as: •Monthly reports for the most recently completed reporting years; •Supporting documentation from the City, Recology, and Newby Island for the monthly reports, such as: •Tonnage summary reports from scale house system or other data management system; •Tonnage reconciliation procedures between Recology and Newby Island for solid waste; and between Recology, Rogers Avenue Transfer Station, and Blossom Valley Organics or South Valley Organics facilities for organic material. •Tonnage allocation procedures and support; and, •Billing system reports and disposal transaction support. 3.Prepare for and conduct conference call with Recology and Newby Island to discuss the project scope, objectives and schedule. We will review the request for information to confirm the understanding of documents required and, if necessary, discuss alternatives. Task 2 Tonnage Audit HF&H will review the last 12 monthly reports from the City, Recology, and Newby Island for logical consistency and mathematical accuracy. We will perform an in-depth review of reconciliation procedures between Recology and Newby Island; document discrepancies and recommend changes to improve timeliness and accuracy of reporting to City. HF&H will review Recology's routing allocations between jurisdictions and line of business to confirm methodology is supportable and reasonable. This review will include: 1.A review of Recology's commercial and residential tonnage delivered to Newby Island to confirm correct reporting of City-generated volumes. HF&H Consultants, LLC Page A-1 ATTACHMENT A: SCOPE OF WORK 2.A review of roll-off tonnage delivered to Newby Island from the City's corporation yard to confirm correct reconciliation and invoicing for Recology's back-billing to the City. 3.A review of tonnage collected from the public schools and other non-franchised tonnage to confirm such tonnages are separate, as appropriate, from City-generated tonnage and excluded from invoicing to the City from Newby Island. 4.A review of Recology's routing allocations between jurisdictions and transfer procedures to confirm consistent application for volumes delivered to South Valley Organics for Residential material or Blossom Valley Organics for Commercial material. Task 3 Communications of Findings As part of Task 3, HF&H will: •Summarize findings and recommendations and discuss with City via conference call. •Revise findings and recommendations from review with City and discuss with Recology and Newby Island via conference call. •Prepare a draft letter report based on findings and recommendations send to the City, Recology, and Newby Island for comments. •Finalize report and send to the City, Recology, and Newby Island. HF&H Consultants, LLC Page A-2 1. 2. 3. 4. 5. ATTACHMENT B: SCHEDULE OF PERFORMANCE Task Completion Date Commence Engagement Project Kickoff Calls with City Staff and Contractors Tonnage Audit Field Work Draft Letter Report to City and Contractors Final Letter Report to City and Contractors Upon receipt of signed contract Febrnary 14 April 15, 2019 -Aj.=)f+l-±June 3, 2019 �June 17, 2019 HF&H Consultants, LLC Page B-1 ATTACHMENT C: COMPENSATION Total Proposed $265 $235 $130 $115 Hours Cost Review of Recology's Rate Adjustment Request for Commercial Organics Collection Task 1 Project Initiation 6 11 16 0 33 $ 6,255 Task 2 Audit of Tonnage 5 34 50 O 89 $ 15,815 Task 3 Communication of Findings 4 18 20 4 46 $ 8,350 Engagement Management 1 2 0 0 3 $ 735 Total Labor -All Tasks 16 65 86 4 171 $ 31,155 Out-of-Pocket Expenses $ 400 Total Budget -Review of Recology Rate Adjustment Request $ 31,555 HF&H Consultants, LLC Page C-1 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 comp anies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l.Commercial General Liability (CGL) for bodily injmy, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and adve11ising injmy withJfawts _,.<,:f $2,000,000 per OCCUlTence (ISO Form CG 00 01). If a general aggr egate limit applies, either the general aggregate limit shall apply separately to this project/ location (ISO Fonn CG 25 03 or 25 04) or it shall be twice the required occmTence 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 minimmn 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-contributo1y," 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-contributmy basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2.Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3.Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occmTence for bodily injury or disease. DNot required. Consultant has provided written verification of no employees. 4.Professional Liability for professional acts, e1rnrs and omissions, as appropriate to Consultant's profession, _w.i!:h_Limi.ts of $2,000,000 per occmTence or $2,000,000 aggregate. If written on a claims made form: a.The Retroactive Date must be shown and must be before the Effective Date of the Contract. b.Insurance must be maintained for at least five (5) years after completion of the Services. c.If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended repo11ing" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 2 ;.----, HF&HC-1 ACORD" CERTIFICATE OF LIABILITY INSURANCE -�I ()p In· Ml!.11 DATE (MM/DD/YYYY) 01/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lleu of such endorsement(s). PRODUCER 925-210-1717 2�m�cT Joshua Young Dlablo Valley Insurance Agency ·ao1 Ygnacio Valley Rd , Ste 100 rJgNJo, Ext): 925-210-1717 I r..e�. No): 925-210-1818 Walnut Creek, CA 94596 x�d'J�""' josh@diablovalleyinsurance.com Joshua Young INSURER/Sl AFFORDING COVERAGE NAIC# 1NsURER A, Sentinel Insurance Comoanv 11000 INSURED INSURER B, Citizen Insurance Co of Amer HF&H Consultants2 1nc.INSURER c : Houston Casualty Company 42374 201 N Civic Dr Ste 30 Walnut Creek, CA 94596 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER· THIS IS TO CERT IFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIRE MENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I�,: TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF .f.!)LICY EXP LIMITS '"�n lwvn B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 � CLAIMS-MADE [KJ OCCUR gt�g_09�ENTED X X OBFD68147600 09/06/2018 09/06/2019 $ 1,000,000 MEO EXP IAnv one nerson\ $ 10,000 >------- r--PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 Fl POLICY D mJ;:-D LOC PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ B AUTOMOBILE LIABILITY Yc���l�1�}1NGLE LIMIT $ 2,000,000 ANY AUTO X X OBFD68147600 09/06/2018 09/06/2019 BODILY INJURY /Per oersonl $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY /Per accldenll $ X �L¥Jls ONLY X �8fo?.Vti�r.� rf.OPERTY 1�AMAGEer accldenl $ � B UMBRELLA LIAB �OCCUR EACH OCCURRENCE $ 3,000,000 >-------OBFD68147600 09/06/2018 09/06/2019 EXCESS LIAB CLAIMS-MADE X X AGGREGATE $ 3,000,000 OED I X I RETENTION $10,000 $ A WORKERS COMPENSATION X I t'ff rnrF I I fJH-AND EMPLOYERS' LIABILITY Y/N X 57WECZR5765 09/06/2018 09/06/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ O�FICER/M�MB1fi EXCLUDED? NIA 1,000,000 ( andatory n N ) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.I DISEASE -POLICY LIMIT $ 1,000,000 C Professional Llab H718-112167 09/06/2018 09/06/2019 Limit 2,000,000 Reto Date:08/1/89 Retention 10,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may bo attached If more space ls required) �e Cit� of Cupertino. The City of Cupertino, its City Council, officers,>fficla s, employees, agents, servants and volunteers are to be covered as1dditional insureds. Coverage is primary and non-contributory. Waiver of :,ubrogation applies. 30 day notice of cancellaiton applies. CERTIFICATE HOLDER CANCELL ATION CITCUP- City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I '"---7/?Ja,lt�,u_ ca� ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD HF&H Consultants, Inc. Policy 0BFD68147600 Effective 09/06/2018-09/06/2019 BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES 1.Additional Insured by Contract, Agreement or Permit Limits Page 1 2.Additional Insured -Broad Form Vendors 3. Alienated Premises 4.Bodily Injury Redefined 5.Broad Form Property Damage -Borrowed Equipment, Customers Goods and Use of Elevators 6.Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 7.Personal and Advertising Injury-Broad Form 8.Product Recall Expense 9.Unintentional Failure to Disclose Hazards 10. Unintentional Failure to Notify $25,000 Occurrence $50,000 Aggregate 2 2 2 2 3 3 3 5 5 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. 1.Additional Insured by Contract, Agreement or This insurance applies on a primary basis if Permit that is required by the written contract, Under SECTION II -LIABILITY, C. Who Is An agreement or permit. Insured, Paragraph 4. is added as follows:b.This provision does not apply: a.Any person or organization for whom you are (1)Unless the written contract or written -------per:torrning-oper.atioo�-wbetL..y.o.u_aa.cLsucb agraemeo.Lhas__bae.o_exe.c.uted_o_L_p.ermi_.�----- person or organization have agreed in writing has been issued prior to the "bodily injury", in a contract, agreement or permit that such "property damage" or "personal and person or organization be added as an advertising injury"; additiona_l in�ure? on your P?licy. �uch person (2) To any pe·rson or organization included as o� organization 1s _an. �dd1t1on�I m�ure_d. onl,t an insured by an endorsement issued by with respect to hab1hty for bodily mJury , us and made part of this Policy· "property damage" or "personal and . . '. advertising injury" caused in whole or in part (3)To any person or organization included as by: ' ' an insured under Item 1.a.2. of this endorsement; (1)Your acts or omissions; or. . . (4)To any lessor of equipment:(2) The acts or om1ss1ons of those acting on . . your behalf, (a)After the equipment lease expires; or but only with respect to: (b)If the "bodily injury", "property ,, • 11 • • • damage" or "personal and advertising(3)Your wo�k for th.e add1t10.nal msured(s) at injury" arises out of the solethe location des1g�ated 1n the contract,negligence of the lessor;agreement or permit; or (5)To any:(4)Premises you own, rent, lease, control or occupy (a)Owners or other interests from whom·land has been leased which takes 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 5 HF&H Consultants, Inc. Policy OBFD68147600 Effective 09/06/2018-09/06/2019 place after the lease for that land expires; or (b)Managers or le.ssors of premises if: (i)The occurrence takes place after you cease to be a tenant in that premises; or (ii)The "bodily injury", "property damage" or "personal and advertising injury" arises out of structural alterations, new construction or · demolition operations performed by or on behalf of the manager or lessor; or (6)To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering · of or the failure to render any professional services. c.Additional insured coverage provided by this provision will not be broader than coverage provided to any other insured. d.All other insuring agreements, exclusions, and conditions of the policy apply. 2.Additional Insured · Broad Form Vendors Under SECTION II -LIABILITY, C. Who Is An insured, paragraph 5. is added as follows: 5.Any person or organization with whom you agreed, because of a written contract or written agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. The insurance afforded the vendor does not apply to: a."Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.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; e.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 of business in connection with the distribution or sale of the product; f.Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any thing or substance by or for the vendor; or h."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: (1)The exceptions contained in paragraphs 5.d. or 5.f.; or (2)Such inspections, adjustments, test 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. This insurance does not apply to 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. 3.Alienated Premises Under SECTION II -LIABILITY, B. Exclusions, paragraph 1.k.(2) is replaced in its entirety with 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. 4.Bodily Injury Redefined Under SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, definition 4. is replaced in its entirety by the following: 4."Bodily injury" means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily Injury" includes mental anguish or other mental injury resulting from "bodily injury". 5.Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 HF&H Consultants, Inc. Policy 0BFD68147600 Effective 09/06/2018-09/06/2019 a.Under SECTION II -LIABILITY, B.a.Under SECTION II -LIABILITY, B. Exclusions, paragraph 1.k., the following is Exclusions, Paragraph 1. o. is replaced in its added:entirety by the following: Paragraph (4) does not apply to "property o.Recall of Products, Work or Impaired damage" to borrowed equipment while at a Property jobsite. and not being used to perform Damages claimed for any loss, cost oroperations.expense incurred by you or others for the Paragraph (3), (4) and (6) do not apply to loss of use, withdrawal, recall, inspection, "property damage" to "customers goods" while repair, replacement, adjustment, removal on your premises nor to the use of elevators.or disposal of: b.Under SECTION II -LIABILITY, F. Liability (1)"Your product"; and Medical Expenses Definitions, the (2)"Your work"· orfollowing additional definition is added:(3)"Impaired property"·"Customers goods" means property of your '. customer on your premises for the purpose of If such product, work or property 1s being:withdrawn or recalled from the market or from use by any person or organization a.Worked on; or because of a known or suspected defect, b.Used in your manufacturing process.deficiency, inadequacy or dangerous c.The insurance afforded under this provision is conditio�. in it, but this exclusion 11does not excess over any other valid and collectible �pply to produ�t recall expens�.s tha 1 � you property insurance (including deductible)incur f?,r the cover�d recall of Y?Ur available to the insured whether primary,product . The exception !o the exclusion excess, contingent or on any other basis.does not ap �ly to product recall expenses" resulting from: 6.Incidental Malpractice -Employed Nurses,. EMT's and Paramedics (1)Failure of any products to accomplish their intended purpose·Under SECTION II -LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a (2)Bre�ch of �arranties of fitness, nurse, emergency medical technician or quality, durab1l1ty or performance; paramedic employed by you if you are not (3)Loss of customer approval, or any engaged in the business or occupation of cost incurred to regain customer providing medical, paramedical, surgical, dental, x-approval; ray or nursing services.(4)Redistribution or replacement of "your 7.Personal and Advertising Injury -Broad Form product" which has been recalled by ---------'Under-5£C.IIQt:JJJ-=-.L.IA.BlU'IY, F. Liabilit� and like products or substitutes; Medical Expenses Definitions, definition 15,(5)Caprice or whim of the insured; "Personal and Advertising Injury", paragraph h. is (6)A condition likely to cause loss ofadded as follows: which any insured knew or . had h.Discrimination or humiliation (unless insurance reason to know at the inception of thereof is prohibited by law) that results in this insurance; injury to the feeling� or reputa .tion. o'. a �atural (7)Asbestos, including loss, damage orpers?.n,. bu.t .only 1f such d1scnminat1on or clean up resulting from asbestos orhum1l1at1on rs.asbestos contai ning materials; or (1)Not done intentionally by or at the direction (8)Recall of "your products" that have noof:known or suspected defect solely (a)The insured; or because a known or suspected (b)Any officer of the corporation, director,defect in another of "your products" stockholder, partner or member of the ·has been found. insured; and b.Under SECTION II -LIABILITY, C. Who (2)Not directly or indirectly related to an Is An Insured, paragraph 4.c. is added as "employee", nor to the employment,follows: prospective employment or termination of c."Bodily injury" or "property damage" any person or persons by an insured.do not apply to "product recall 8.Product Recall Expense expense" arising out of any withdrawal 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 5 HF&H Consultants, Inc. Policy 0BFD68147600 Effective 09/06/2018-09/06/2019 or recall that occurred before you acquired or formed the organization. c.Under SECTION II -LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph e. is added as follows: e.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. d.Under SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definitions are added: "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". "Product recall expense(s)" means: a.Necessary and reasonable expenses for: (1)Communications,· including radio or television announcements or printed advertisements including stationary, envelopes andpostage; (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"; incurred by (5)Expenses "employees" transportation accommodations; including and (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 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". e.Under SECTION II -LIABILITY, D. Liability and Medical Expenses Limits of Insurance, the following is added: 5.The Limits of Insurance and rules stated below fix the most that we will pay under this Product Recall Expense Coverage. (1) The Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "product recall expenses" initiated during the policy period. (2)The Occurrence Limit shown on the Summary of Coverages is the most we will pay in connection with any one defect or deficiency. (a)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". (b)Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. (c)If the Aggregate Limit has been reduced . by 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 5 HF&H Consultants, Inc. Policy OBFD68147600 Effective 09/06/2018-09/06/2019 reimbursement of "product recall expenses" to an amount that is less than the 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. 6.A deductible of $500 applies per each "Occurrence". 9.Unintentional Failure to Disclose Hazards Under SECTION II -LIABILITY, E. Liability and Medical Expenses General Conditions, paragraph 6. is added as follows: 6.Representations We will not disclaim coverage under this Coverage Form if· you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 10.Unintentional Failure to Notify Under SECTION II -LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph f. is added as follows: f.Your rights afforded under this Coverage Form 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" or "property damage" is not covered under this Poliqy. 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 5 IHF&H Consultants Policy OBFD68147600 Effective 09/06/2018-09/06/2019 insured's rights against all those other insurers. c.When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self­ insured amounts under all that other insurance. d.We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e.Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f.When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I.Premiums 1.The first Named Insured shown in the Declarations: a.Is responsible for the payment of all premiums; and b.Will be the payee for any return premiums we pay. 2.The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3.With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a.Paid to us prior to the anniversary date; and b.Determined in accordance with paragraph 2.above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4.Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J.Premium Audit 1.This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2.Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3.The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K.Transfer of Rights of Recovery Against Others to Us 1.Applicable to SECTION I ..,. PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 80 of 81 a.Prior to a loss to your Covered Property. b.After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1)Someone insured by this insurance; (2)A business firm: (a)Owned or controlled by you; or (b)That owns or controls you; or (3)Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. �. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products­ completed operations hazard". This condition does not apply to Medical Expenses Coverage. L.Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 81 of 81 (' THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT • CALIFORNIA Polley Number: 57 WEC ZR5765 Endorsement Number: Effective Date: 09/06/18 Effective hour Is the same as stated on the Information Page of the policy. Named Insured and Address: HF&H CONSULTANTS LLC 201 N CIVIC DR STE 230 WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged In the work described In the Schedule. The additional pr(;lmium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Form WC 04 03 06 (1)Printed In U.S.A. Process Date: 07/28/18 Polley Expiration Date: 09/06/19 II I I r