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19-165 Callander Associates Landscape Architecture, Inc., Master Design Professional Services Agreement, Landscape Architecture Services for Various Projects
CITY OF [I MASTER DESIGN PROFESSIONAL SERVICES AGREEMENT CUPERTINO WITH CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE,INC. 1. PARTIES This Master Agreement is made and entered into as of September 23, 2019 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Callander Associates Landscape Architecture, Inc. ("Consultant"), a Corporation, for Landscape Architecture services for various projects ("Project"). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the Services"as needed"and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. 2.2 Service Orders.Before issuing a Service Order the City Director/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services,Schedule of Performance and Compensation,which the Parties will discuss. Thereafter City Director/Designee will execute a Service Order using the Set-vice Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services, deliverables, schedule of performance, compensation and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director/Designee may streamline these procedures, e.g., conferring by telephone instead of a meeting, if it is in the City's best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term.This Agreement begins on the Effective Date and ends on December 31,2021 ("Contract Time"),unless terminated earlier as provided herein. 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order,and under no circumstances should the Services go beyond the Contract Time.Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed("NTP"),and must complete each task within the time specified in each Service Order. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the Services on time.Consultant must respond promptly to the City's Service Orders and any change orders that may be issued. Callander Associates Landscape Architecture Master Design Professional Agreernent/Rer•.Sept. 23. 2019 Master Agreement for Landscape Architecture Services Various Projects Page 1 of 10 �1S 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $ 150,000.00("Contract Price"),based on the budget and rates set forth in Exhibit C,Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order,each invoice must include for each day of Services: a. The name of each individual providing Services; b. A succinct summary of the Services performed by each such individual; c. The time spent by each individual providing those Services; d. The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status.Consultant is an independent contractor and not an employee,partner,or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's performance of the Services. Consultant is not entitled to health, worker's compensation or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its subConsultants 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 industry practices for similar services performed in the San Francisco Say Area. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and its subConsultants that they are properly licensed, registered, and/or certified to perform the Services as required by law and that they have procured a City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement.Consultant must require all subConsultants to furnish proof Callander Associates Landscape Architecture Nfaster Design Professional Agreenrentl Rev.Sept.23,2019 Master Agreement for Landscape Architecture Services Various Projects Page 2 of 10 ,.MS of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all SubConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the tools, materials and equipment required to perform the Services. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City,which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreemenf. Consultant shall exercise the same standard of care to protect City information as a reasonably pnident Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Consultant or its SubConsultants 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 Consultant 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 prepared/created by Consultant and its SubConsultants under this Agreement is considered "works for hire" and all copyrights in such Work Product shall be City property. If it is detennined under federal law that the Work Product is not "works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details,but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property,including but not limited to patented,trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and SubConsultants to execute or implement any of the following: (a) For work related to the original Services for which Consultant was hired; Callander Associates Landscape Architecture Master Design Professional Agreement/Rev.Sept.23,2019 Master Agreement for Landscape Architecture Services Various Projects Page 3 of 10 M5 (b) To complete the original Services with City services or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures.The records must include detailed information about Consultant's performance,benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 City will have free and full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination.This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval,which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity.This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one year thereafter will reference City contributions in making the Project possible. The words "City of Cupertino" shall be displayed in all pieces of publicity, including Myers,press releases, posters, brochures, public service announcements, interviews and newspaper articles.No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement without prior written approval from City. Callander Associates Landscape Architectuure iWaster Design Professiomrt Agreentent!Rei%Sept.23,2019 Master Agreement for Landscape Architecture Services Various Projects Page 4 of lQ 5 11. INIlI+;NLNIF ICATION To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend and hold harmless City, its City Council,boards and commissions,officers,officials,employees,agents,servants,volunteers and consultants(collectively, "Indemnitees")as follows: 11.1 Indemnity Obligations Subject to Civil Code Section 2782.8. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses, of every nature, including injury to or death of any person or damage to property(collectively,"Liability"),that arise out of,pertain to,or relate to the negligence, recklessness,or willfiil misconduct of Consultant, its officers,employees, agents and SubConsultants. 11.2 Claims Involving Intellectual Property. Consultant shall indemnify,defend,and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant's negligence, recklessness,or willfiul misconduct. 11.3 Claims for Other Liability. Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including injury to or death of any person, damage to property, economic loss, or other liability of any nature that arise out of,pertain to,or relate to Consultant's breach of contract,obligations,or warranties, any unauthorized use or disclosure of City's confidential and proprietary information. 11.4 Consultant shall accept a tender of defense upon receiving notice from City of a claim, in accordance with Public Contract Code Section 9201.At City's request,Consultant will assist City,at no additional cost,in the defense of any claim,dispute or lawsuit arising out of this Agreement.Consultant's duties are not limited to the Contract Price, to workers' compensation claims, or to the insurance and bond coverage requirements of this Agreement. Nothing in this Agreement shall be construed to give rise to any implied right of indemnity in favor of Consultant against any Indemnitee. 11.5 Consultant must assume all costs related to its duty to indemnify,defend,and hold City harmless, including the costs incurred in enforcing the provisions of this Section,which shall include attorney fees, fees for legal counsel acceptable to City,expert fees,and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution arising out of Consultant's performance of the Services under this Agreement. Without waiving any legal or other contractual rights, City may deduct money from Consultant's payments to cover moneys due to City. This Section survives the expiration/termination of this Agreement. i J Callander Associates Landscape Architecture Master Design Professional Agreement/Rev.Sept.23,2019 Master Agreement for Landscape Architecture Services Various Projects Page 5 of 10 1"�5 12. INSURANCE On or before the Contract Time conunences,Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage.Alternatively,City may terminate this Agreement, or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all local, state and federal laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the lacy or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act,or other federal or state law,rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a"public works"component,Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws.To the extent applicable, Consultant must comply with City's Labor Compliance Program, and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight.If the Contract Price is$30,000 or more,Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Consultant 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, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or connnission who might have been involved in the making of this Agreement,has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. 13.6 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Callander Associates Landscape Architecture Xhrster Design Pi-ofessional.4greenrent/Rev.Sept. 23,2019 Master Agreement for Landscape Architecture Services Various Projects Page 6 of 10 1�S Section 11. Consultant agrees to inden-Li fy, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this.Section. 14. PROJECT COORDINATION 14.1 City Project Manager.The City's Project Manager for all purposes under this Agreement will be Michael Zimmermann, CIP Manager, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval, the Consultant's Project Manager for all purposes under this Agreement will be A. Mark Slichter, Principal, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Perfonnance,and providing regular updates to the City's Project Manager on the Project status,progress; and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with 14 days written notice to Consultant.Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City approval and may not exceed ten percent (10%) of the total time expended to the date of abandonment. Consistent with Section 4 and Exhibit C, all charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following written notice to Consultant at least 7 calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules j which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements tinder the Government Code prior to filing a civil action in court. If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. Callander Associates Landscape Architecture Blaster Design Professional Agreement/Rev.Sept. 23,2019 Master Agreement for Landscape Architecture Services Various Projects Page 7 of 10 �\ 18. ATTORNEY FEES If City files a complaint or crass-complaint,or pursues arbitration,appeal,or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated by Consultant or SubConsultant. This Section survives tennination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision,covenant or condition,or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the fiull and complete understanding of every kind or nature between the Parties, and supersedes any other agreements and understandings, either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Parry'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. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only,are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITYlPARTIAL 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 retrain in force and effect to the extent allowed by such ntling.All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. Callander Associates Landscape Architecture &&aster Design Professional Agreeinetal Rev.Sept.23,2019 Master Agreement for Landscape Architecture Services Various Projects Page 8 of 10 (M 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in mill 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 To Consultant: Callander Associates Landscape 10300 Torre Ave. Architecture,Inc. Cupertino CA 95014 2025 Gateway Place,Suite 285 Attention: Michael Zimmermann, CIP San Jose,CA 95110 Manager Attention:A.Mark Slichter,Principal Email: Michaelz Cn ertino.or Email:mslicliter callanderassociates.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant 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 Consultant.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. i I Callander Associates Landscape Architecture Master Design Professional Agreement/Rev.Sept,23, 2019 Master Agreement for Landscape Architecture Services Various Projects Page 9 of 10 IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO CALLANDER ASSOCIATES A Municipal Corporation LANDSCAPE ARCHITECTURE,INC. By )r, By Name 6 z rd 4 Roger Lee, Title Director of Public orks Date 6} a ['6} Daub �U G 1crxI.D. No.; 5yT5W9 ATTEST: APPROVED AS TO FORAM: GRACE S6 t5T HEATI-Itl MTNNER City Clerk Cupertino City Attorney Contract Amount: $150,000 Encumber by Service Order Contract No.: Callander Associates Landscape Architecture Ifaster Design Professional Agreementf Retie.Sept_23,2019 Master Agreement for Landscape Architecture Services Various Projects Pace 10 of 10 Exhibit A Scope of Services Consultant shall provide certain Landscape Architecture services as required and requested by City. Consultant shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from City's Director of Public Works or authorized Agent as defined in Section 8, Project Coordination and (2)as defined in a fully executed Service Order. Section 1-General Provisions A. Consultant shall perform all services to the satisfaction of City's Public Works Director or authorized Agent. B. Consultant shall perform all services under this agreement to the currently prevailing professional standards and quality found among Landscape Architecture Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. Consultant shall perform services under this Master Agreement only by authorization of a fully executed Service Order which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. City shall incorporate each authorized and fully executed Service Order into the terms and conditions of this Master Agreement. D. Consultant shall begin work only after receipt of a fully authorized and executed Service Order and shall execute the Project work as detailed in the Service Order. Unauthorized services performed by Consultant shall be at no cost to City. E. City shall designate a Project Manager for each fully executed Service Order under this Agreement. Consultant shall coordinate the Service Order performance with City's designated Project Manager. Section 2. Basic Services As authorized by a fully executed Service Order, Consultant shall provide Landscape Architecture services for various City Public Works Projects in accordance with the following: A. General Performance Requirements For each assigned Project: 1. Consultant shall designate a Project manager and provide to City the names of their team members for the Project. The team members shall be satisfactory to City. Consultant shall not substitute any team members without the prior approval of City. City retains the right to reject team members assigned by Consultant or require replacement of team members. 2. Consultant shall effectively manage and administer the Project for the efficient, progressive, and proactive delivery of the Project. 3. Consultant shall be responsible for managing and coordinating the work of all sub-Consultants. 4. Consultant shall consult and coordinate with the City and communicate with members of the Project team. City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 1 OF 8 Nts 5. Consultant shall schedule meetings and prepare meeting agendas and minutes for all Project meetings. All minutes of meetings are due to the City within ten (10) calendar days after the meeting in a digital format and shall also be provided to other appropriate agencies and entities, as directed by City. 6. Consultant shall communicate weekly with City's assigned Project Manager to provide an update on the current status of the Project and provide a brief written summary report. B. Specific Performance Requirements For each assigned Project, Consultant may provide any or all of the following tasks and subtasks, as is required for the specific Project: Task 1.0 Feasibility and Programming Study 1.01 For budget programming purposes, analyze a Project proposal to identify and describe initial Project goals and objectives, develop a scenario to address Project goals and objectives, Project delivery process, and cost estimate to deliver the proposed Project. Task 2.0 Predesign and Conceptual Design 2.01 Background Data Assembly: Consultant shall review Project data provided by the City including, but not limited to: topographic survey, geotechnical reports, traffic studies, CEQA documents, other environmental studies, tree surveys, arborist's reports, approved Master Plan, or other such data. The Consultant shall be entitled to reasonably rely upon the accuracy and sufficiency of any information provided to the Consultant by the City or the City's agents. 2.02 The Consultant shall identify discrepancies or shortcomings among the existing data, and identify solutions for resolution, and propose generation of additional site information necessary to provide an accurate Project base map. 2.03 The Consultant shall utilize existing data to the extent possible and inform the City immediately of problems associated with using existing data for Project base information. 2.04 Base Sheet Preparation: The Consultant shall compile survey and other data as made available into a base sheet create Project base information in AutoCAD 2015 for use in subsequent Project design tasks and submit to the City for review and comment. The base information shall utilize topographic survey as furnished by the City or by the Consultant, according to the agreement. 2.04 Outreach: Consultant shall conduct outreach with groups as identified by the City to establish design program. 2.05 Conceptual Alternative Development: Consultant shall prepare three (3) hand drawn, color rendered conceptual solutions for the Project, each which address the primary Project issues and budget. 2.06 Staff Review: Consultant shall present each concept to the City with analysis for evaluation. The City shall select one concept as the preferred solution and provide the Consultant with written direction to proceed with that concept. City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 2 OF 8 I �s 2.0 Deliverables: (all deliverables digital unless otherwise noted) 2.01 Source Document Listing 2.02 Base sheet 2.03 Meeting Summary 2.04 Scanned pdf's and one (1) hardcopy of each 2.05 Meeting Summary Task 3.0: Schematic Design 3.01 Meetings: The Consultant shall participate in two (2) design team meetings with representatives of the City during the Schematic Design phase and provide written meeting minutes to the City within two(2) business days. 3.02 Schematic Plan: The Consultant shall prepare a hand drawn color rendered schematic design, incorporating input from City on the previous conceptual designs. Plans shall be submitted to City with other Design Development Documents as noted below. 3.03 Costs, Schedule and Code Compliance: Consultant shall prepare a Schematic cost estimate for the schematic plan presented, a design and construction schedule, and a written preliminary code requirement summary. 3.04 Parks and Recreation Commission Presentation: Consultant shall prepare for and present the recommended design and the previous concepts to the Parks and Recreation Commission. 3.05 Council Presentation: Consultant shall revise the Conceptual design per the P&R Commission input and prepare for and present the recommended Conceptual Design to City Council. 3.0 Deliverables: (all deliverables digital unless otherwise noted) 3.01 Meeting Summaries 3.02 Scanned pdf and one (1) hardcopy 3.03 Estimate, schedule and code compliance summary 3.04 PowerPoint, large format presentation materials 3.05 PowerPoint, large format presentation materials Task 4. 0 Design Development 4.01 Meeting: The Consultant shall participate in one (1) design team meeting with representatives of the City during the Design Development phase and provide written meeting minutes to the City within two (2) business days. 4.02 Design Development Plan (35% Submittal): Using the City approved schematic plan as a starting point, The Consultant shall prepare Design Development Plans and submit them to the City for approval. The plans shall be prepared digitally(CAD files) and shall be a refinement of the schematic plan. The plans shall be formatted per City standards and draft plan view sheets for all items of work (demolition, earthwork, site construction City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 3 OF 8 S irrigation, planting, details)shall be included. Plans shall be submitted to City with other Design Development Documents as noted below. 4.03 Design Development Specifications: The Consultant shall prepare Design Development specifications for the design development drawings. The specifications shall indicate proposed organization and sections anticipated based on the Design Development drawings. 4.04 Costs, Schedule and Code Compliance: Consultant shall prepare a Design Development cost estimate for the submitted plans and specifications, an updated design and construction schedule, and an updated code compliance review. 4.05 Furnishings and Materials Booklet: Consultant shall assemble images, details, catalog cuts, etc. that further convey design intent. Booklet to be in 8-1/2 X 1 format, bound, with document name, Project name and date clearly indicated. 4.0 Deliverables: (all deliverables digital unless otherwise noted) 4.01 Meeting Summary 4.02 pdf files and three (3)full size plan sets 4.03 Specification outline 4.04 Updated estimate, schedule and code compliance summary in pdf and three (3) hardcopies of each 4.05 pdf files and three (3) 8-1/2 X 11 bound hardcopies Task 5.0 Construction Documents 5.01 Meetings: The Consultant shall participate in three (3)design team meetings with representatives of the City during the Construction Document phase and provide written meeting minutes to the City within two (2)business days. 5.02 60% Plan Preparation: The Consultant shall prepare 60% Construction Documents and submit them to the City for approval. The 60% Construction Documents shall be a refinement of the Design Development drawings and shall include any sheets not previously submitted (erosion control, draft details, water use calculations, etc.). Plans shall be submitted to City with other 60% submittal documents as noted below. 5.03 60%Specifications: The Consultant shall prepare 60% Construction specifications for the design development drawings. The specifications shall reflect the detail of the 60% Construction drawings. The Consultant shall format its specifications to City's Standard Specification provided by the City at the beginning of the Project. The Consultant shall assist the City in the development and preparation of the Project Manual that includes the Conditions of the Contract for Construction, Specifications, qualifications for prime and designated sub-Consultants, bidding requirements and sample forms. 5.04 60% Costs, Schedule and Code Compliance: The Consultant shall prepare a 60% Construction Document cost estimate for the submitted plans and specifications, and an updated code compliance review and schedule based on the submitted documents. 5.05 95% Plan Preparation: Consultant shall prepare 95% plans, incorporating the CITY comments from the 60% Construction Document submission into the 95% Construction City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 4 OF 8 1''1s Document plans. Plans shall be submitted to City with other 95% Submittal Documents as noted below. 5.06 95% Specifications: Consultant shall assist the City in the development and preparation of the Project Manual that includes the Conditions of the Contract for Construction, Specifications, qualifications for prime and designated sub-Consultants, bidding requirements, add alternatives, and sample forms. Consultant shall format its specifications to City's Standard Specification sections. 5.07 95% Costs, Schedule and Code Compliance: Consultant shall prepare a 95% cost estimate for the 95% plans, shall update the Project schedule and shall update the code compliance determination. 5.08 Permit Application: Consultant shall submit 95% Construction Document Package to the City of Cupertino Building Department for building permit review. The Building Department submittal shall include all applicable reports and calculations required to obtain a City building permit for the Project. 5.09 100% Plan Preparation: The City shall provide written comments on the 95% Construction Documents and the Consultant shall incorporate comments into the 100% plans, specifications, and cost estimate. 5.10 100% Costs, Schedule and Code Compliance: The Consultant shall submit a 100% Construction Document Estimate of Probable Cost to the City. 5.10 100% Submittal: The Consultant shall submit the 100% Construction Document drawings, specifications, and code compliance review to the City along with all other City requirements to the City of Cupertino Building Department and obtain a building permit for the Project. 5.0 Deliverables: (all deliverables digital unless otherwise noted) 5.01 Meeting Summaries 5.02 pdf files and three (3)full size plan sets 5.03 Technical Specifications in Word and three (3) bound 8-1/2 X 11 sets 5.04 Updated estimate, schedule and code compliance summary in pdf and three (3) hardcopies of each 5.05 pdf files and three (3)full size plan sets 5.06 Technical Specifications in Word and three (3) bound 8-1/2 X 11 sets 5.07 Updated estimate, schedule and code compliance summary in pdf and three (3) hardcopies of each 5.08 permit application as pdf and hardcopies as required for processing 5.09 pdf files and three (3)full size hardcopies of listed items + one stamped signed record set of plans and specifications 5.10 pdf files and hardcopies as requested by City Task 6.0: Bid and Award 6.01 Bid Period Assistance: Consultant shall provide the following bid phase services, at the City's request, through award of the construction contract: City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 5 OF 8 OM-1 a. Attend the general Consultant pre-bid meeting. b. Respond to bidders' questions until the question cutoff period identified in the bid documents package. c. Assist in the evaluation of bids as requested by the City. 6.02 Addenda Preparation: Consultant shall update the Construction Document package to include all addenda issued during the Bid process and submit a Conformed Set of drawings and specifications to the City within ten (10)days of the contract award by the City Council. 6.0 Deliverables: (all deliverables digital unless otherwise noted) A. The Consultant shall provide two (2)complete wet signed, stamped Conform Sets of Construction Documents and Technical Specifications that includes the 100% Construction Documents Package and all bid addenda. The submitted documents shall be in reproducible, hard copy format. B. The Consultant shall provide two (2) complete electronic format Conform Set Construction Documents and Technical Specifications in both native file formats (AutoCAD, MS Word) and pdf on a City compatible USB drive. Compatibility with the City hardware shall be verified by the Consultant prior to final submission. Task 7.0: Construction Administration Consultant's responsibility to provide the Construction Administration Services commences with the construction contract award and ends with submission of the final Project Punch List. Consultant shall advise the City, in writing, of any construction items that are not in conformance with the Contract Documents. Consultant shall have reasonable access to the construction of the Project wherever it is in preparation or progress as appropriate to meet its obligations-under this Agreement. Duties, responsibilities and limitations of authority of Consultant under this Task shall not be restricted, modified or extended except by advance, written agreement between City and Consultant. 7.01 Submittal Review: The Consultant shall review and approve or reject the construction Consultant's submittals within five (5)working days of receipt.The Consultant may request additional review time for particularly complex or unusual submittals. The City shall not grant additional review time for standard construction item submittals. The Consultant shall maintain a detailed record of all submittals and content supplied by the costruction Consultant. 7.02 Requests for Information: The Consultant shall review construction Contractor Requests for Information and provide a written response to the construction Contractor with a copy to the City, within five (5) working days of receipt.The Consultant's response shall provide, with advance City approval, supplemental drawings and/or specifications necessary to clarify the RFI. 7.03 Change Orders: Consultant shall review and advise the City on requests by the City or construction Contractor for changes in the construction of the Project. The Consultant shall review City prepared Contract Change Orders shall, where necessary, prepare City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 6 OF 8 Drawings and Specifications to describe Work to be added, deleted or modified. The Consultant shall maintain all records relative to changes in the construction. 7.04 Construction Meetings: The Consultant shall attend bi-weekly construction meetings, provide site observation and provide a summary report of the visit. The goal of these site visits is to become familiar with the progress and quality of construction, observe defects and deficiencies. 7.05 Performance Evaluations: The Consultant shall prepare bi-monthly construction Contractor Performance Evaluations at the City's request and submit to the City for review and comment prior to distribution to the construction Contractor. The Consultant shall deliver the City approved performance evaluation to the construction Contractor. 7.06 Claims and Disputes: The Consultant shall advise the City on claims, disputes or other matters in question between the City and construction Contractor. The City shall be the final arbiter in all such matters. 7.07 Site Meetings: The Consultant shall attend up to two (2) additional site meetings in the Construction Administration phase and provide meeting minutes to the City within two (2) business days. 7.08 Filing Warranties: Consultant shall obtain from the construction Contractor and forward to the City, for the City's review and records, written warranties and related documents required by the Contract Documents and assembled by the construction Contractor, and shall issue a Punch List which denotes the portion of the work of the Project that needs to be completed by the construction Contractor based upon a final observation indicating the construction of the Project is in general accordance with the requirements of the Contract Documents. 7.09 Substantial Completion: When the construction of the Project is found to be substantially completed by Consultant, Consultant shall advise the City about the balance of the Project construction to be completed and recommend the amount to be paid the construction Contractor, including any amounts estimated needed to pay for Final Completion or correction of the construction work. 7.10 Final Completion: Consultant's observations for Final Completion shall be conducted with the City's designated representative to check conformance of the construction of the Project with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the construction Contractor of work to be completed or corrected. 7.11 Record Document Preparation and Project Close-Out: a. Consultant shall review the construction Contractor's checklist for completion of all required construction Contractor submittals and shop drawings as indicated in the Contract Documents. b. Consultant shall review construction Contractor-supplied operation and maintenance — manuals for completeness as noted in the Contract Documents. c. Consultant shall review contractor warranties as noted in the Contract Documents. City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 7 OF 8 �S 1 Exhibit B Service Order Form Each Service Order for work under this Master Agreement shall be initiated and executed as provided for in the Master Agreement, Section 2.6, Service Orders. An exemplar of the Service Order form follows. City of Cupertino Exhibit B Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 1 OF 2 d. Consultant shall review final pay request from construction Contractor for accuracy as noted in the Contract Documents. e. Consultant to complete all work necessary to achieve LEED Silver Certification. 7.0 Deliverables: (all deliverables digital unless otherwise noted) 7.01 Submittal package containing all original submittals, responses, and final approved submittals 7.02 Original RFI and Consultant response 7.03 Change order review, drawings, and specifications produced to accompany change order 7.04 Weekly site visit report 7.05 Performance evaluation 7.06 Claim/Dispute Report 7.07 Meeting minutes Task 8.0: Additional Services Consultant services not specifically identified in the Scope of Services shall be considered Additional Services. At the City's request, the Consultant shall provide a fee proposal for specific additional services consistent with the professional rate schedule in Exhibit B. City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 8 OF 8 EXHIBIT B SERVICE ORDER FORM CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO, MASTER AGREEMENT POA: M.A.Date: Maximum Compensation: Account No.: Term:NTP: End Date: Consultant: Name: Address: Contact: Phone: Project Description: Project Name: Description:(simple project description if appropriate) nAttaclunent A:Includes Description of Project,Scope of Service,Schedule of Performance and Compensation City Project Management Managing Department:Public Works Project Manager: Fiscal/Budget: Amount Master Agreement Maximum Compensation: $0 Total Previously Encumbered to Date: $0 Encumbrance this Service Order; $0 Total Liquidated Encumbrance: $0 Master Agreement Unencumbered Balance: $0 Contract Manager: Date; Approvals: Consultant: Date: CIP Manager: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date: Management Analyst City of Cupertino Master Agreernent Page 1 of I Pa4ev3 obber No. EXHIBIT C COMPENSATION The City will compensate the Consultant for satisfactory performance of duly authorized Services, based on the hourly rate(s) set forth below. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the 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. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Total compensation for Services provided pursuant to a Service Order, including reimbursable expenses, may not exceed the maximum compensation authorized under the Service Order. Consultant Hourly Rates: Principal $ 206 Senior Associate $ 188 Associate $ 178 Senior Project Manager $ 162 Project Manager 1 $ 155 Project Manager 2 $ 146 Construction Manager $ 158 Job Captain $ 135 Designer 1 $ 127 Designer 2 $ 116 Assistant Designer $ 103 Project Administrator $ 105 Accounting $ 130 Reimbursable Expenses: Reimbursable expenses include the cost of items, other than direct labor, specifically required to perform the Services, excluding normal business operating expenses and overhead, which are included in the direct hourly rates set forth above. City will compensate Consultant for such reimbursable expenses only with prior written authorization by the individual designated as the City Representative in Section 8, Project Coordination, of the Agreement. The City will reimburse the Consultant for allowable reimbursable expenses for the documented actual cost only, with no surcharge or markup for Consultant administration. Reimbursable expenses must be separately identified on the Consultant invoice and documentation of each reimbursable expense must be submitted to the City upon request and maintained as required under Section 18, Records, of the Agreement. Allowed reimbursable expenses include, but are not limited to: • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions; City of Cupertino Exhibit C Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects Page 1 of 2 �'15 • Special software required by City specifically for a 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. • Travel expenses to the extent allowed by City policy, and subject to any limitation on allowable travel expenses under a Service Order,with mileage reimbursed per the current IRS standard mileage rate at the time of travel; • Subconsultants required by project scope of services; • 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, presentation equipment. I END OF EXHIBIT City of Cupertino Exhibit C Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects Page 2 of 2 - 1�1 S EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to conunencement of Services and maintain for the duration of the contract,at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability(CGL)for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the I 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 YQS autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation:As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury ordisease. O Not required. Consultant hasprovided written verification ofno employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made 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 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: E_rh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 201 1 2 Additional Insured Status The City of Cupertino, its City Council,officers,officials,employees, agents,servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Prinrmy Coverage Coverage afforded to City/Additional Insureds shall be primary insruance. Any insurance or self-insurance maintained by City,its officers,officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. 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 the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII,orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract.City retains the right to demand verification of compliance at any time duringthe Contract terns. 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 than ninety(90)days prior written notice. E.rlr. D-Insurance Requirements fur Design Professionals&Consultants Contracts Forin Updated Feb. 2018 2 !2 ACoR" CERTIFICATE OF LIABILITY INSURANCE rATE 10/2/2019 Y) 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 CONTACT NAME: Doris A.Chambers Dealey, Renton&Associates PHONE FAX Attn: Mandy Guo c No Ex 510-465-3090 we No):510-452-2193 P. O. Box 12675 ADDRESS: dchambers@dealeyrenton.com Oakland CA 94604-2675 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Automobile Ins.Co. 1t t/ 21849 INSURED CALLAASSOt INSURER B:Hartford Accident&Indemnityk 22357 Callander Associates Landscape Architecture, Inc. INSURER C:Argonaut Insurance Company V/ 19801 12150 Tributary Point Drive, Suite 140; INSURERD: Gold River CA 95670-4259 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:323022949 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM DD/YYYY MM/DDPOLICY EFF Y EXP LTR /YYYY LIMITS A X COMMERCIAL GENERALLIABILITY Y Y AZC80924803 12/31/2018 12/31/2019 BEACH OCCURRENCE AMA $2,000,000 PREMISE TO RENTED / CLAIMS-MADE OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $4,000,000 POLICY JJECT LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ / \ A AUTOMOBILE LIABILITY Y Y AZC80924803 12/31/2018 12/31/2019 COMBINED SINGLE LIMIT $1,000,000 V v Ea accident IxANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED E NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X IUMBRELLA LIAB N OCCUR Y Y AZC80924803 12/31/2018 12/31/2019✓ EACH OCCURRENCE 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 2,000,000 DED RETENTION$ $ B WORKERS COMPENSATION Y 57VVECAC1982 12/31/2018 12/31/2019 PER OTH- AND EMPLOYERS'LIABILITY Y/NI STATUTE I I ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Y 121AE000262600 12/31/2018 12/31/2019V$2.000,000 per Claim Liability $2,000,000 And Aggr. DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) REF:MASTER DESIGN PROFESSIONAL SERVICES AGREEMENT-#190923 The City of Cupertino, its City Council,officers,officials,employees,agents,servants and volunteers are named as Additional Insured for General and Auto Liability as required by written agreement.The Excess-Umbrella Liability is Following Form to the General Liability,Automobile Liability and Employers'Liability policies.Commercial General Liability is primary and non-contributory and Includes severability of interests per policy form.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers'Compensation. DEDUCTIBLES:General Liability:-0-Auto Liability:-0-Workers'Compensation:-0-Professional Liability:$30,000 self-insured retention per claim. See Attached... CERTIFICATE HOLDER CANCELLATION 30 Days Notice of Cancellation. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 1300 Torre Avenue Cupertino CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CALLPASS01 LOC#: A�® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Dealey,Renton&Associates Callander Associates Landscape Architecture,Inc. POLICY NUMBER 12150 Tributary Point Drive,Suite 140; Gold River CA 95670-4259 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Professional Liability Retro Date:Prior Acts Date 11/01/1973.30 Day Notice of Cancellation. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AZC80924803 EXCERPTS FROM: Fireman's Fund ABC MULTICOVER —AB 91 89 08 07 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: AMERICAN BUSINESS COVERAGE 2. Blanket Additional Insured Section II —Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are required by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability arising out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s) 4. Blanket Waiver of Subrogation Section II —Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include: 6. Transfer or Rights of Recovery Against Others to us and Blanket Waiver of Subrogation b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2 is replaced with: 2. Coverage C —Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, maintenance, or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance. EXCERPT FROM: PROPERTY/LIABILITY POLICY -- AB 90 00 12 93 II. K. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. AZC80924803 ABC MultiCover - AB 91 89 08 07 This endorsement modifies insurance provided under the following: American Business Coverage Your policy is broadened and clarified as follows: permanent lodging, or premises by or at the direction of any insured; or 1. Non Employment Discrimination Liability (13) Arising out of discrimination, if insurance Unless Personal Injury or Advertising Injury is thereof is prohibited by law; or excluded from this policy: (14) Fines, penalties, specific performance, or A. Section III - Definitions, Item 17. Personal injunctions levied or imposed by a go- Injury is amended to include: vemmental entity, or governmental code, £ Discrimination law, or statute because of discrimination 2. Blanket Additional Insured B. Section III - Definitions, Item 2. Advertising Injury is amended to include: Section H - Liability Coverage,Part I. Who Is An Insured, Item 2. is amended to include: e. Discrimination f. Any person or organization that you are re- quired by a written insured contract to include clude: as an insured, subject to all of the following 30. Discrimination means the unlawful treat- provisions: ment of individuals based on race, color, (1) Coverage is limited to their liability aris- ethnic origin, gender, religion, age, or ing out of- sexual preference. (a) the ownership, maintenance or use D. Section II - Liability Coverage, Part H. Ex- of that part of the premises, or land clusions, Item Lp Personal Injury or Adver- owned by, rented to, or leased to tising Injury is amended to include: you; or (11) Arising out of discrimination directly or (b) your ongoing operations performed indirectly related to the past employ- for that insured; or ment, employment or prospective em- ployment of any person or class of (c) that insured's financial control of persons by any insured; or you; or (12) Arising out of discrimination directly or (d) the maintenance, operation or use indirectly related to the sale, rental, lease by you of equipment leased to you or sub-lease or prospective sale, rental, by such person(s) or organization(s); lease or sub-lease of any dwelling, or I This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy / ICJ. Secretary U President - AB9189 8-07 Page 1 of 6 (e) a state or political subdivision per- assumption of liability in a contract mit issued to you. or agreement. This exclusion does not apply to liability for damages (2) Coverage does not apply to any occur- that the vendor would have in the renee or offense: absence of the contract or agree- (a) which took place before the exe- ment; cution of, or subsequent to the b. Any express wan•anty unauthorized completion or expiration of, the by you; written insured contract, or C. Any physical or chemical change in (b) which takes place after you cease to the product made intentionally by be a tenant in that premises. the vendor; (3) With respect to architects, engineers, or d. Repackaging, unless unpacked solely surveyors, coverage does not apply to for the purpose of inspection, dem- Bodily Injury, Property Damage, Per- onstration, testing, or the substi- sonal Injury or Advertising Injury arising tution of parts under instructions out of the rendering or the failure to from the manufacturer, and then re- render any professional services by or for you including: packaged in the original container. (a) The preparing, approving, or failing e. Any failure to make such in- to prepare or approve maps, draw- spections, adjustments, tests or ser- ings, opinions, reports, surveys, vicing as the vendor has agreed to change orders, designs or specifica- make or normally undertakes to tions; and make in the usual course of busi- ness, in connection with the distrib- (b) Supervisory, inspection, or engi- ution or sale of the products; neering services. £ Demonstration, installation, servic- If an Additional Insured endorsement is attached ing or repair operations, except such to this policy that specifically names a person or operations performed at the vendor's organization as an insured, then this coverage does premises in connection with the sale not apply to that person or organization. of the product; i 3. Blanket Additional Insured for Vendors g. Products which, after distribution 1, or sale by you, have been labeled or Unless the Products-Completed Operations IIaz- relabeled or used as a container, part "I and is excluded from this policy, Section II - Li- or ingredient of any other thing or J ability Coverage, Part I. Who Is an Insured, Item substance by or for the vendor. 2. is amended to include: g. Any vendor but only with respect to Bodily 2. This insurance does not apply to any in- Injuryor Property Damage arising out of your sured person or organization, from products which are distributed or sold in the whom you have acquired such products, regular course of the vendor's business, sub- or any ingredient, part or container, en- ject to the following additional exclusions: tering into, accompanying or containing such products. 1. The insurance afforded the vendor does not apply to: If an Additional Insured - Vendors endorsement is attached to this policy that specifically names a a. Bodily Injury or Property Damage person or organization as an insured, then this for which the vendor is obligated to coverage does not apply to that person or organ- pay damages by reason of the ization. AB9189 8-07 Page 2 of 6 4. Blanket Waiver of Subrogation before you acquired or formed the or- ganization; Section H - Liability Coverage, Part K. Liability and Medical Payments General Conditions, is (c) Coverage C does not apply to personal amended to include: injury or advertising injury arising out of an offense committed before you ac- 6. Transfer of Rights of Recovery Against Oth- quired or formed the organization. ers to us and Blanket Waiver of Subrogation 6. Medical Payments a. If the insured has rights to recover all or part of any payment we have made under Unless Coverage D. Medical Payments is excluded this Coverage Part, those rights are from this policy: transferred to us. The insured must do A. Section II - Liability Coverage, Part H. Ex- nothing after loss to impair those rights. clusions, Item 21 is replaced with: At our request, the insured will bring suit or transfer those rights to us and help us £ Included within the products-completed enforce them. operations hazard However, this exclu- b. If required by a written insured contract, sion does not apply to expenses for den- we waive any right of recovery we may tal services. have against any person or organization B. Section H- Liability Coverage, Part G. Cov- because of payments we make for injury erage, Item 2., is amended to include: or damage arising out of your operations or your work for that person or organ- C. Coverage D. Medical Payments is pri- ization. mary and not contributing with any other insurance, even if that other insur- 5. Broadened Named Insured ance is primary also. Section II - Liability Coverage, Part I. Who Is An 7. Tenant's Legal Liability Insured, Item 4. is replaced with: A. Section IH - Liability Coverage, Part J. Li- 4. All of your subsidiaries, companies, corpo- ability and Medical Payments Limits of In- rations, firms, or organizations, as now or surance, Item 3. is replaced with: hereafter constituted, qualify as Named In- sured under this policy i£ 3. The most we will pay under Coverage C - Liability for damages because of prop- (a) you have the responsibility of placing in- erty damage to premises while rented to surance for each such entity; and you, temporarily occupied by you with (b) coverage for the entity is not otherwise the permission of the owner, or managed more specifically provided; and by you under a written agreement with the owner: (c) the entity is incorporated or organized under the laws of the United States of a. arising out of any Covered Cause of Loss shall be the greater of: America. But each entity is insured only while you (1) $1,000,000; or own, during the policy period, a controlling (2) The Tenant's Legal Liability interest in such entity of greater than 50% of limit shown in the Declarations. the stock or assets. However: 8. Chartered Aircraft (a) Coverage under this provision is afforded only until the end of the policy period, Section II - Liability Coverage, Coverage C, Part or the 12 month anniversary of the policy H. Exclusions,Item 1.g. is amended to include: inception date, whichever is earlier; (5) An aircraft in which you have no ownership (b) Coverage C does not apply to bodily in- interest and that you have chartered with jury or property damage that occurred crew. AB9189 8-07 Page 3 of 6 9. Coverage Territory Broadened Payments Definitions, Items 17.b., d. and e. are replaced with: Section III -Definitions, Item 5.a. is replaced with: a. The United States of America (including its b. Malicious prosecution or abuse of process; territories and possessions), Puerto Rico, Ca- d. Oral, written, televised or videotaped publica- nada, Bermuda, the Bahamas, the Cayman tion of material that slanders or libels a person Islands and the British Virgin Islands. or organization or disparages a person's or 10. Broadened Advertising Injury organization's goods, products or services; Unless Advertising Injury is excluded from this e. Oral, written, televised or videotaped publica- policy: tion of material that violates a person's right of privacy; A. Section III - Definitions, Item 2. is replaced with: 12. Broadened Personal or Advertising Injury 2. Advertising Injury means injury arising Unless Personal Injury or Advertising Injury is out of one or more of the following of- excluded from this policy, Section H - Liability fenses: Coverage, Coverage C, Part H. Exclusions, Item Lp.(4) Exclusions is deleted in its entirety. a. Oral, written, televised or videotaped e Coveraees P to publication of material that slanders 13. Fellow Employees g or libels a person or organization or disparages a person's or organiza- Section II - Liability Coverage, Part I. Who Is an � Insured, Item 2.a.(1) is amended as follows: tion's goods, products or services; b. Oral, written, televised or videotaped (1) Personal Injury to you or to a co-employee publication of material that violates while in the course of his or her employment, a person's right of privacy; or the spouse, child, fetus, embryo, parent, brother, sister or any member of the house- c. Misappropriation of advertising hold of that employee or co-employee as a ideas or style of doing business; or consequence of such Personal Injury, or for any obligation to share damages with or repay d. Infringement of trademark, copy- someone else who must pay damages because right, title or slogan. of the injury; or J B. Section II - Liability Coverage, Coverage C, 14. Mental Anguish Is Included in Bodily Injury Part H. Exclusions, Items 1.p.(1) and (2) are replaced with: Section III - Definitions, Item 4. is replaced with: { (1) Arising out of oral, written, televised or 4. Bodily injury means bodily injury, sickness or videotaped publication of material, if disease sustained by a person. It includes done by or at the direction of the insured death or mental anguish which result at any with knowledge of its falsity; time from such physical harm, physical sick- ness or physical disease. Mental anguish me- (2) Arising out of oral, written, televised or ans any type of mental or emotional illness videotaped publication of material whose first publication took place before the or disease. — beginning of the policy period; 15. Unintentional Failure to Disclose Hazards 11. Broadened Personal Injury Section II - Liability Coverage, Part K Liability Unless Personal Injury is excluded from this pol- and Medical Payments General Conditions, is icy, Section III - Property, Liability and Medical amended to include: AB9189 8-07 Page 4 of 6 6. Unintentional Failure to Disclose Hazards legal representatives are aware of the General Liability occurrence offense, claim, or suit. If you unintentionally fail to disclose any ha- Knowledge of an occurrence, offense, claim, zards existing at the inception date of your or suit by other employee(s) does not imply policy, we will not deny coverage under this you also have such knowledge. Coverage Form because of such failure. However, this provision does not affect our b. To the extent possible, notice to us should right to collect additional premium or exercise include: our right of cancellation or non-renewal. (1) How, when and where the occurrence or 16. Supplementary Payments, Increase Limits offense took place; Section II- Liability Coverage, Part G. Coverage, (2) The names, addresses, and telephone Items Le. (2) and (4) are replaced with: numbers of any injured persons and wit- j (2) The cost of bail bonds required because of nesses; and accidents or traffic law violations arising out (3) The nature and location of any injury or of the use of any vehicle to which the Bodily damage arising out of the occurrence, of- Injury Liability Coverage applies. We do not fense, claim, or suit. have to furnish these bonds. 19. Common Policy Conditions (AB 00 09 A O1 87), (4) All reasonable expenses incurred by the in- Part H. Other Insurance, Item 2. is replaced with: ` sured at our request to assist us in the inves- tigation or defense of the claim or suit 2. Coverage C - Liability including substantiated loss of earnings up to $500 a day because of time off work. If other valid and collectible insurance is available to any insured for a loss we cover 17. Per Location Aggregate under Coverage C of this Coverage Part our A. Section H -Liability Coverage,Part J. Limits obligations are limited as follows: P, of Insurance, Item 4. is amended to include: a. The insurance provided under this policy The Aggregate Limit of Insurance applies se- is primary if you are required by a written parately to each location owned by you, insured contract to include any person rented to you, or occupied by you with the or organization as an insured, but only permission of the owner. with respect to that insured's liability arising out of the ownership, mainte- B. Section III - Property, Liability and Medical nance, or use of that part of the premises Payments Definitions, is amended to include: owned by or rented to you, or your work for that insured by or for you. Any other 31. Location means premises involving the insurance available to that person or or- same or connecting lots, or premises ganization is excess and noncontributory whose connection is interrupted only by with this insurance, or; a street, roadway, waterway or right-of- way of railroad. b. Except for the circumstance described in 2.a., above, the insurance provided under 18. Amended Duties in the Event of an Occurrence, this policy is excess over any other li- Offense Claim or Suit ability insurance available to any insured Section II - Liability Coverage, Part K. Liability whether such other insurance is written and Medical Payments General Conditions, Items as primary, excess, contingent or any 2.a. and b. are replaced with: other basis. An exception applies when any insured specifically has purchased a. In the event of an occurrence offense, claim, excess insurance to apply in excess of the or suit, you must promptly notify us. Your limits of insurance shown in the Decla- duty to promptly notify us is effective when rations of this Coverage Part for Cover- your executive officers, partners, members, or age C. AB9189 8-07 Page 5 of 6 20. Damage to Invitees' Automobiles from Falling kind and quality; subject to a limit of$25,000 Trees or Tree Limbs - Limited Coverage in any one policy period; and The policy applies to direct physical damage to 5. This coverage is not subject to the General automobiles owned by invitees subject to all of the Liability General Aggregate Limit. following: 21. Expected or Intended Injury -Amendment to Ex- 1. Provided such damage originates from prem- clusion ises owned, managed, leased or rented by an insured; SECTION 1. - 2. EXCLUSIONS a. Expected or Intended Injury, is replaced by the following: 2. Coverage applies only to invitees of an in- sured or an insured's tenant; a. Expected or Intended Injury 3. Such damage is directly caused by Bodily injury or property damage expected or wind-driven falling trees or tree limbs; intended from the standpoint of the insured. This exclusion does not apply to bodily injury 4. The most we will pay for any one loss is the or property damage resulting from the use of lesser of the actual cash value of the damaged reasonable force to protect persons or prop- automobile as of the time of the loss; or the erty. cost of repairing or replacing the damaged automobile with another automobile of like All other terms and conditions of the policy apply. AB9189 8-07 Page 6 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Numberr: f DAddress: Endorsement Number: Effective DJte: ffective hour is the same as stated on the Information Page of the policy. Named Insur ALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE 2150 TRIBUTARY POINT DR STE 140 GOLD RIVER CA 95670 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION III 6 Washington,West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 Process Date: 11/21/18 Policy Expiration Date: 12/31/19 ©2000, The Hartford SECTION I PARTS ONE and TWO PART THREE 1. WE WILL ALSO PAY 2. How This Insurance Applies D. We Will Also Pay of Part One (WORKERS' Paragraph 4. of A. How This Insurance Applies of COMPENSATION INSURANCE); and Part 3 (Other States Insurance) is replaced by the E. We Will Also Pay of Part Two following: (EMPLOYERS' LIABILITY INSURANCE) is 4. If you have work on the effective date of this replaced by the following: policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded We Will Also Pay for that state unless we are notified within sixty We will also pay these costs, in addition to days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties 1. reasonable expenses incurred at our C. Transfer Of Your Rights and Duties of Part 6 request, INCLUDING loss of earnings; (Conditions) is replaced by the following: 2. premiums for bonds to release Your rights or duties under this policy may not be attachments and for appeal bonds in transferred without our written consent. bond amounts up to the limit of our liability under this insurance; If you die and we receive notice within sixty days 3. litigation costs taxed against you; after your death, we will cover your legal representative as insured. 4. interest on a judgment as required by law until we offer the amount due under this 4. Liberalization law; and If we adopt a change in this form that would broaden 5. expenses we incur. the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION ANDEMPLOYERS' 3. The bodily injury must occur in the United LIABILITY COVERAGE States of America, its territories or 5. Voluntary Compensation Insurance possessions, or Canada, and may occur elsewhere if the employee is a United States A. How This Insurance Applies or Canadian citizen, or otherwise legal This insurance applies to bodily injury by resident, and legally employed, in the United accident or bodily injury by disease. Bodily States or Canada and temporarily away from injury includes resulting death. those places. 1. The bodily injury must be sustained by 4. Bodily injury by accident must occur during any officer or employee not subject to the the policy period. workers' compensation law of any state 5. Bodily injury by disease must be caused or shown in Item 3.A. of the Information aggravated by the conditions of the Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 officer's or employee's employment. The If the persons entitled to the benefits of this officer's or employee's last day of last insurance make a recovery from others, they exposure to the conditions causing or must reimburse us for the benefits we paid them. aggravating such bodily injury by disease F. Employers' Liability Insurance must occur during the policy period. Part Two (Employers' Liability Insurance) applies B. We Will Pay to bodily injury covered by this endorsement as We will pay an amount equal to the benefits though the State of Employment was shown in that would be required of you as if you and Item 3.A. of the Information Page. your employees were subject to the workers' This provision 5. does not apply in New Jersey or compensation law of any state shown in Item Wisconsin. 3.A. of the Information Page. We will pay EMPLOYERS' LIABILITY STOP GAP COVERAGE those amounts to the persons who would be entitled to them under the law. 6. Employers' Liability Stop Gap Coverage C. Exclusion A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and 1. any obligation imposed by workers' Wyoming. compensation or occupational disease B. Part One (Workers' Compensation Insurance) law or any similar law. does not apply to work in states shown in 2. bodily injury intentionally caused or Paragraph A above. aggravated by you. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though 3. officers or employees who have elected they were shown in Item 3.A. of the Information not to be subject to the state workers' Page. compensation law. D. Part Two, Section C. Exclusions is changed by 4. partners or sole proprietors not covered adding these exclusions. under the Standard Sole Proprietors, Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before We Pay aggravated by you or in Ohio bodily injury resulting from an act which is determined by Before we pay benefits to the persons an Ohio court of law to have been committed entitled to them,they must: by you with the belief than an injury is 1. Release you and us, in writing, of all substantially certain to occur. However, the responsibility for the injury or death. cost of defending such claims or suits in Ohio 2. Transfer to us their right to recover from is covered. others who may be responsible for the 13. bodily injury sustained by any member of the injury or death. flying crew of any aircraft. 3. Cooperate with us and do everything 14. any claim for bodily injury with respect to necessary to enable us to enforce the which you are deprived of any defense or right to recover from others. defenses or are otherwise subject to penalty If the persons entitled to the benefits of this because of default in premium under the insurance fail to do those things, our duty to provisions of the workers' compensation law pay ends at once. If they claim damages or laws of a state shown in Paragraph A. from you or from us for the injury or death, E. This insurance applies to damages for which you our duty to pay ends at once. are liable under West Virginia Code Annot. S 23- E. Recovery From Others 4-2. If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance 4. Foreign Voluntary Compensation and Employers' Item 3.6. of the Information Page is replaced by Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers' Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to work Bodily Injury in a country not listed in Exclusion C.1. of this by Accident $500,000 Each Accident provision. 3. Bodily injury by accident must occur during Bodily Injury the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's last by Disease $500,000 Each Employee exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does 1. voluntary payments for the benefits that not apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to $1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' Liability If you unintentionally should fail to disclose all Insurance) would apply if the Country of existing hazards at the inception date of your Employment were shown in Item 3.A. of the policy, we shall not deny coverage under this Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered by Canada, and any country or jurisdiction this policy. We will not enforce our right which is the subject of trade or economic against any person or organization for whom sanctions imposed by the laws or regulations you perform work under a written contract of the United States of America in effect as of that requires you to obtain this agreement the inception date of this policy. from us. 2. any obligation imposed by a workers' This agreement shall not operate directly or compensation or occupational disease law, indirectly to benefit anyone not named in the or similar law. agreement. 3. bodily injury intentionally caused or _ B. This provision 3. does not apply in the states aggravated by you. of Pennsylvania and Utah. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct result direct or indirect, of war, invasion, act of of bodily injury. Foreign enemy, hostilities (whether war Our reimbursement shall be limited as follows: be declared or not), civil war, rebellion, revolution, insurrection or military or 1. to the amount by which such expenses exceed the normal cost of returning the usurped power. No endorsement now or subsequently attached to this policy shall officer or employee if in good health, or be construed as overriding or waiving 2. in the event of death, to the amount by which this limitation unless specific reference is such expenses exceed the normal cost of made thereto. returning the officer or employee if alive and D. Before We Pay in good health. Before we reimburse you for the benefits to In no event shall our reimbursement exceed the the persons entitled to them, you must have bodily injury by accident limit shown in Item 3.B. them: of the Information Page as respects any one such officer or employee whether dead or alive. 1. release you and us, in writing, of all responsibility for the injury or death, H. Endemic Disease 2. transfer to us their right to recover from The word "disease" includes any endemic others who may be responsible for their diseases. injury or death, The coverage applies as if endemic diseases 3. cooperate with us and do everything were included in the provisions of the workers' necessary to enable us to enforce the compensation law. right to recover from others. 5. Longshore and Harbor Workers' Compensation If the persons entitled to the benefits paid fail Act Coverage to do these things, our duty to reimburse General Section C. Workers' Compensation Law ends at once. If they claim damages from us is replaced by the following: for the injury or death, our duty to reimburse C. Workers' Compensation Law ends at once. Workers' Compensation Law means the workers E. Recovery From Others or workers' compensation law and occupational If we make a recovery from others, we will disease law of each state or territory named in keep an amount equal to our expenses of Item 3.A. of the Information Page and the recovery and the benefits we reimbursed. Longshore and Harbor Workers' Compensation We will pay the balance to the persons Act (33 USC Sections 901-950). It includes any entitled to it. If persons entitled to the amendments to those laws that are in effect benefits make a recovery from others, they during the policy period. It does not include any must repay us for the amounts that we have other federal workers or workers' compensation reimbursed you. law, other federal occupational disease law or the F. Reimbursement for Actual Loss provisions of any law that provide Sustained nonoccupational disability benefits. This endorsement provides only for Part Two (Employers' Liability Insurance), C. reimbursement for the loss you actually Exclusions, exclusion 8, does not apply to work sustain. In order for you to recover loss or subject to the Longshore and Harbor Workers' expenses under this reimbursement you Compensation Act. must: This coverage does not apply to work subject to 1. actually sustain and pay the loss or the Defense Base Act, the Outer Continental expense in money after trial,or Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval C. Schedule of Covered States: CA Countersigned by Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 K k-L CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. 1 Master Agreement Contract#: 2-6?-D— QQ S' MA Date: 09/23/2019 Maximum Compensation: 150,000.00 MA End Date: 12/31/2021 Consultant: Firm Name: Callander and Associates Address: 2025 Gateway Place, Ste. 285, San Jose, CA 95110 Contact: A. Mark Slichter, Principal Ph: (408)275-0565 Project Name: Community Garden at McClellan Ranch Preserve ®Description: (simple project description if appropriate) ■ Attachment A:Includes Description of Project,Scope of Service,Schedule of Performance and Compensation City Project Management Managing Department:Public Works Project Manager: Alex Acenas Fiscal/Budget : Master Agreement Maximum Compensation: $ 150,000.00 Total Previously Encumbered to Date: $ 0.00 Encumbrance this Service Order: $ 103,970.00 Master Agreement Unencumbered Balance: $46,030.00 SO Acc't#: 420-99-004-900-905-MRP 005 )8 2 PO #: O Project#: 2017-15 Date: 09/23/2019 Approvals Signatures: Consultant/ ��� - ate: \cr Gl Contractor Xf l Manager/ Supervisor: Date: `�k5, A G ' Appropriation Certificatio/I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: 1 .aJ,' (� A Date: Management Analyst City of Cupertino Master Agreement Service Order 191002 I