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19-170 West Coast Arborists, Inc., On-Call Arborist Services CITY Or MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH West Coast Arborists, Inc CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of September 10, 2019 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and West Coast Arborists ("Contractor"), a Corporation for On call arborist services 1� 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services P g p p , attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. 2.2 Service Orders. Before issuing a Service Order,the City Project Manager will request j Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation,which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City's best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2022 ("Contract Time"), unless terminated earlier as provided herein. 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and I in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor 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 $30,000 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Program On Call Arborist Sewices Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page ] of 8 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. i 4.2 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terns and conditions of this Agreement will apply to any approved subcontractor. j 5.5 Tools,Materials and Equipment. Contractor will supply all tools,materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indenmification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION I a In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. Program On Call Arborist Services Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 2 of 8 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest(including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data,record, document or other information or work, in any medium (collectively, "Work Product"),prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-Contractors,prepared or created under this Agreement,to execute or implement any of the following: (a) The original Services for which Contractor was hired; I (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity. i Program On Call Arborist Services Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 3 of 8 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in snaking the project possible. The words "City of Cupertino"will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and Contractors ("Indeninitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, j costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright,trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. a 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and 1H HI Program On Call Arborist Services Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 4 of 8 expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice,purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perforin. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity,Acquired-Iinmune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or conunission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor snakes certain govermnental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION r City Project Manager. The City assigns Ellen Yau as the City's representative for all purposes under this Agreement,with authority to oversee the progress and performance of the j Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Program On Call Arborist Services Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 5 of 8 Contractor Project Manager. Subject to City approval, Contractor assigns Amelia Menzel as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City's project manager about the status,progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor 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. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terininate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Govermnent Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award inust be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. Prograni On Call Arhorist Services Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 6 of 8 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or j 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 provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no III way affect, limit or amplify the teens or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such tern or provision shall remain in force and effect to the extent allowed by such ruling. All other terns and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL i All provisions which by their nature must continue after the Agreement expires or is terminated, I including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and 1 Attorney Fees, shall survive the Agreement and remain in full force and effect. r 26. NOTICES i 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 Contractor: west coast Arborists,Inc 10300"Cone Ave.,Cupertino CA 95014 2200 E.Via Burton Street Anaheim,CA 92806 Attention:Ellen Yau Attention: Victor Gonzalez Email: elleny@cupertino.org Email: vgonzaleznwcainc.com Program On Call Arborist Services Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 7 of 8 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO West Coast Arborists, Inc. A Municipal Corporation V T BY BY.. Name Pa rck Mahoney Na njamin Fu Title President Title Community Development Director Date 9/16/19 Date to Tax I.D.No.:95-3250682 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: C r GRACE SCHMIDT / City Clerk o`7 Program On Call Arborist Services Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 8 of 8 City of Cupertino Consulting Arborist Services Exhibit A: Scope of Services General Services Consulting—Aerial, ground visual, or soil excavation. Generally, a report can take 30 minutes per tree. Project Inspection—Arborist to remain on site for length of project, or as needed per project required. Meeting with City staff-Time frame depends on topic that requires attention. Presentation — Includes the time necessary to conduct research and prepare documents and present findings to City Council. Lab Testing—Delivery of sample in question will be taken to facility and findings reported as part of WCA's 'consulting' services. Specific Services • Review and update the current City-approved list of privacy protection trees/shrubs • Provide professional input on value of removed trees to determine the replacement tree(s)or in- lieu fee value • Provide best practice standards for required trees due to new development • Peer review applicant-submitted arborist reports • Prepare tree condition reports on behalf of the City for development projects • Evaluate sites post-construction and provide suitability audit reports • Advise City staff on all matters related to construction near and in Tree Protection Zones (TPZ) • Monitor contractor grading, root pruning, tree trimming, tree protection fence installation, irrigation and fertilization/mulching of existing trees during construction, utility trenching in TPZ, and any other construction activities that could affect existing trees. • Report on tree conditions, both orally and in written form, and provide an accurate and detailed assessment of trees'species, size, health,evaluation of root conditions,structure, risk factors and monetary value • Provide pest and disease diagnostics and provide protection strategies from the physical stress of construction. EXHIBIT B City of Cupertino 10300 Torre Avenue ILE Cupertino, CA 95014 UPERTINO (408) 777-3308 Plancling (408) 777-3228 Buildh-ig (408) 777-3228 Public Works Service Order Form Date Submitted: Date Due: Applicant Name: Project Address/APN: Project Description: Consultant's Scope of Work: Other: Deposit Receipt #: Amount: Transmitted by: Phone No. Exhibit C: Compensation In conformity with the terms and conditions of the contract, West Coast Arborists, Inc., hereby proposes to the City of Cupertino's Community Development Department the following schedule of compensation. Invoices will be submitted bi-monthly(15t and 15th of each month.) DESCRIPTION UNIT UNIT RATE CONSULTING ARBORIST SERVICES • Review tree removal permits (1-hr minimum) Per hour $160.00 • Consulting Services including Report Writing Per hour $160.00 (3-hour minimum)Travel included • Project Inspection (3-hour minimum) Per hour $160.00 • Meetings with City staff and or Contractor(s) Per hour $160.00 • Presentation to City Staff, City Council, etc. Per Hour $160.00 (2-hour minimum) • Laboratory testing (i.e., Soil, limb, etc.) Each Cost+ 15% • Provide tree recommendations for planting Per hour $160.00 • Respond to tree-related emergencies for consultation Per hour $160.00 Services completed not to exceed$10,000 per year. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINEVIUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i) the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned,hired,and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no eniployees. 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: Exh.D-Insurance Requirements for Design Professionals &Cowidtants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Priniaiy Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be 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 St►brogation 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 term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained 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. Eth.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 A4CC)R O® CERTIFICATE OF LIABILITY INSURANCE 7DATE,(MMIDDIYYYY) /24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Theresa Roque NAME: Huggins Dreckman Insurance HONE No. o Ext: (562)594-6541 A/c No): (562)594-0376 License No.0212199 E-MAIL theresa@hdinsure.com ADDRESS: 5152 Katella Ave,Suite 206 INSURER(S)AFFORDING COVERAGE NAIC# Los Alamitos CA 90720 INSURERA: Ironshore Specialty Ins.Co. 25445 INSURED INSURER B: West Coast Arborists,Inc INSURER C: 2200 E.Via Burton St. INSURER D: Anaheim CA 92806 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2019/2020 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDYYYYY MMI EFF -DDYYYW LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGET RENTED CLAIMS-MADE OCCUR PREMISES Ea or $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ JECT LOC POLICY ❑ PRO ❑ PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Occurrence 5,000,000 Professional Liability A Retroactive Date: July 1,2010 003666901 07/01/2019 07/01/2020 Aggregate 5,000.000 Retention 50.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10030 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino CA 95014 icaw ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Certificate of Insurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON YOU THE CERTIFICATE HOLDER. THIS CERTIFICATE IS NOT AN INSURANCE POLICY AND DOES NOT AMEND,EXTEND,OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW.POLICY LIMITS ARE NO LESS THAN THOSE LISTED ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/LIMITS NOT LISTED BELOW. This is to Certify that I WEST COAST ARBORISTS, INC ANA EAST VIA BUR2806 NAME AND " Mutu ANAHEIM CA 92806 OF INSURED Of— L INSURANCE is,at the issue date of this certificate,insured by the Company under the policy(ies)listed below. The insurance afforded by the listed policy(ies)is subject to all their terms,exclusions and Conditions and is not altered by any requirement,term or condition of any contract or other document with respect to which this certificate may be issued. EXP DATE TYPE OF POLICY CONTINUOUS POLICY NUMBER LIMIT OF LIABILITY ❑EXTENDED POLICY TERM WORKERS 7/1/2020 WA7-66D-039499-079 COVERAGE AFFORDED UNDER WC EMPLOYERS LIABILITY LAW OF THE FOLLOWING STATES: COMPENSATION All States Except: Bodily Injury by Accident Statutory Limits ND,OH,WA,WY 1 OOO OOO Each Accident Bodily Injury By Disease 1 000 000 Policv Limit Bodily Injury By Disease 1 000 000 Each Persaii COMMERCIAL 7/1/2020 TB2-661-039499-019 General Aggregate GENERAL LIABILITY $2,000,000 10 OCCURRENCE Products/Completed Operations Aggregate ❑CLAIMS MADE $2,000,000 Each Occurrence $2,000,000 RETRO DATE Personal&Advertising Injury $2,000 QQQ Per Person/Organization Other pp Other Dalmage t remises rented to oo AUTOMOBILE 7/1/2020 AS7-661-039499-039 3 Each Accident—Single Limit LIABILITY $2,000,000 B.I.And P.D,Combined RJ OWNED Each Person NON-OWNED Each Accident or Occurrence HIRED Each Accident or Occurrence OTHER ADDITIONAL COMMENTS City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are additional insured with regards to general liability as their interest may appear where required by written contract. The insurance afforded by the GL policy for the benefit of the additional insured shall be primary and noncontributory. Waiver of Subrogation in favor of the City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers on WC and General Liability applies only to the specific jobs of the insured performed under written contract. R If the certificate expiration date is continuous or extended term,you will be notified if coverage is terminated or reduced before the certificate expiration date. NOTICE OF CANCELLATION:(NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.) BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE Liberty Mutual INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE Insurance Group OF SUCH CANCELLATION HAS BEEN MAILED TO: FCity of Cupertino ��&Eo_ 10y00 Torre Avenue Elaine Ulan Cupertino CA 95014 Los Angeles/0603 AUTHORIZED REPRESENTATIVE r= 818 W 7th Street,Suite 850 0564408 ` Los Angeles CA 90017 213-443-0782 9/5/2019 OFFICE PHONE DATE ISSUED This certificate is executed by LIBERTY MUTUAL INSURANCE GROUP as respects such insurance as is afforded by those Companies NM 772 07-10 50991476 1 LM 2819 1 7/19-7/20 - GL/2/2, AL/2, WC/1 I Richelle Fleming 1 9/5/2019 2:50:08 PM (CDT) I Page 1 of 1 POLICY NUMBER:TB2-661-039499-019 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to 1. All work, including materials, parts or include as an additional insured the person(s) or equipment furnished in connection with such organization(s) shown in the Schedule, but only with work, on the project (other than service, respect to liability for "bodily injury", "property maintenance or repairs) to be performed by or damage" or "personal and advertising injury" on behalf of the additional insured(s) at the caused, in whole or in part, by: location of the covered operations has been 1. Your acts or omissions; or completed; or 2. The acts or omissions of those acting on your 2. That portion of "your work" out of which the behalf; injury or damage arises has been put to its in the performance of your ongoing operations for intended use by any person or organization the additional insured(s) at the location(s) other than another contractor or subcontractor designated above. engaged in performing operations for a principal as a part of the same project. However: C. With respect to the insurance afforded to these 1. The insurance afforded to such additional additional insureds, the following is added to insured only applies to the extent permitted by Section III—Limits Of Insurance: law; and If coverage provided to the additional insured is 2. If coverage provided to the additional insured is required by a contract or agreement, the most we required by a contract or agreement, the will pay on behalf of the additional insured is the insurance afforded to such additional insured will amount of insurance: not be broader than that which you are required by the contract or agreement to provide for such 1• Required by the contract or agreement; or additional insured. 2. Available under the applicable Limits of B. With respect to the insurance afforded to these Insurance shown in the Declarations; additional insureds, the following additional whichever is less. exclusions apply: This endorsement shall not increase the This insurance does not apply to "bodily injury" or applicable Limits of Insurance shown in the "property damage" occurring after: Declarations. SCHEDULE Name Of Additional Insured Person(s) Location(s) Of Covered Operations Or Organization(s): Any owner, lessee, or contractor for whom you have Any location work is performed agreed in writing prior to a loss to provide liability insurance Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER:T132-661-039499-019 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable Limits of 1. The insurance afforded to such additional Insurance shown in the Declarations; insured only applies to the extent permitted by whichever is less. law; and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is Limits of Insurance shown in the Declarations. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations All persons or organizations with whom you have All locations as required by a written contract or entered into a written contract or agreement, prior to an agreement entered into prior to an occurrence or occurrence or offense, to provide additional insured offense. status. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: TB2-661-039499-019 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER:TB2-661-039499-019 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the"products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule below. SCHEDULE Name Of Person Or Organization: Any person or organization with whom you have agreed in writing to waive any right of recovery prior to a loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of$ 250. Person or Organization Job Description Where required by contract or written agreement prior to loss and allowed by law Issued by Liberty Insurance Corporation 21814 For attachment to Policy No.WA7-66D-039499-079 Effective Date Premium $ Issued to West Coast Arborists, Inc. WC 04 03 06 Page 1 of 1 Ed: 04/1984