Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
19-174 Hortscience Bartlett Consulting, On Call Arborist Services
CITY OF MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH HORTSCIENCE BARTLETT CONSULTING CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of September 9, 2019 ("Effective Date"), by and between the City of Cupertino, a municipal corporation("City"), and Hortscience Bartlett Consulting ("Contractor"), a Corporation for On call arborist services 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, 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 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 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 Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 1 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. 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 terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools,Materials and Equipment. Contractor will supply all tools,materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes.Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information 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 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; (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. Program On Call Arborist 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 making the project possible. The words "City of Cupertino"will be displayed in all pieces of publicity, including flyers, press releases,posters,brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this 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("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands,charges,losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay 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. 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 Program On C.11 Arborist 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 perform. 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-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person,by Contractor or 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 commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Ellen Yau as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Program On Cali Arborist Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 5 of 8 Contractor Project Manager. Subject to City approval, Contractor assigns Deanne Ecklund 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 terminate 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 Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint,or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement,the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. Program On Call Arborist 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 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 way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product,Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cul)ertino To Contractor: Hortscience Bartlett Consulting 10300 Torre Ave.,Cupertino CA 95014 325 Ray Street Pleasanton,CA 94566 Attention:Ellen Yau Attention: Deanne Ecklund Email: elleny@cupertino.org Email: decklund@Bartlett.com Program On Call Arboris! 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 HortScience I Bartlett Consulting A Municipal Corporation By ��P'`,� �' '�'� By Name Matthew Farin Name n,�amin Fu Title Vice President Title_ / zmenleccoi Date 9/17/2019 Date cry% 4L Tax I.D.No.:06-0254490 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTES � . it GRACE SCHMIDT J6 F City Clerk ( /� Program On Call Arborrsl Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 8 of 8 1,\ ) H0RT SCIENCE BARTLETT CONSULTING City of Cupertino Scope of Services • 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. • All documents generated by the Consulting Arborist will be delivered electronically by email unless requested in another format. • Supplemental tasks may be assigned as needed. HortScience I Bartlett Consulting 325 Ray St. Pleasanton,CA 94566 phone 925.484.0211 1 fax 925.484.5096 I www.hortscience.com J HART SCIENCE T. BARTLETT CONSULTING .,ar.ci r.er.,,.fau._I iee City of Cupertino Compensation Invoices shall be submitted to the City of Cupertino on a monthly basis (typically the 151h of each month). Services shall be billed at the following hourly rates. Hourly Rates Current hourly rates are: Principal (Matheny, Clark) $220.00 Consultant/ Environmental Analyst $180.00 Arborist/ CAD specialist $150.00 Clerk $70.00 Direct expenses shall be reimbursed at cost. Mileage (to and from Pleasanton) shall be reimbursed at the standard IRS rate. Fees for services rendered shall not exceed $10,000 per fiscal year. HortScience I Bartlett Consulting 325 Ray St. Pleasanton,CA 94566 phone 925.484.0211 1 fax 925.484.5096 1 www.hortscience.corn EXHIBIT B City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CUPERTIN© (408) 777-3308 Planning (408) 777-3228 Building (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: tl i Deposit Receipt#: Amount: Transmitted by: Phone No. i I i EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor,his agents,representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability(CGL):Insurance Services Office("ISO")Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project(ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or(2)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Contractor'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 CG 20 0104 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 Form Number CA 00 01 covering any auto(Code 1), or,if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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. (Not required if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above,City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain,or be endorsed to contain,the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the Services Insurance Requirements for Professional/Specialized Services Agreement Version:Nov 2017 1 performed by or on behalf of Contractor including materials,parts, or equipment furnished.Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 1185 or if not available,through the addition of both CG 20 10,CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract,the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor's ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M.Best's financial strength rating of"A"or better and a financial size rating of"VII"or better. Claims Made Policies(applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five(5)years after completion of the Services. 3. 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 Contractor must purchase "extended reporting"coverage for a minimum of five(5)years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original 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 to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Insurance Requirements for Professional/Specialized Services Agreement Version:Nov 2017 2 A,C"® DATE(MM/DD/YYYY) ��. CERTIFICATE OF LIABILITY INSURANCE F8/30/2019 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 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 endorsements . PRODUCER CONTACT NAME: York International Agency, LLC P"°NE 914-376-2200 FAX Attn. bartlettcert@yorkintl.com E-MAIL A/c e• 914-376-2891 500 Mamaroneck Avenue Harrison NY 10528 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Property& Casualty Co of 25674 INSURED INSURERB:Travelers Indemnity Company 25658 HortSciencelBartlett Consulting INSURERC:Federal Insurance Co. 20281 Divisions of The F.A. Bartlett Tree Expert Company INSURER D:United Specialty Insurance Company 12537 325 Ray Street Pleasonton CA 94566 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:201927296 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 POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY TC2J-GLSA-1005A129-TIL-18 12/1/2018 12/1/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X� OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 X POLICY PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY TC2J-CAP-1 005A1 30-TIL-1 8 12/1/2018 12/1/2019 Ea MBINED IN LE LIMIT $ accident 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident C X UMBRELLA LIAB X OCCUR 79752542 12/1/2018 12/1/2019 EACH OCCURRENCE $5.000.000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000.000 DED RETENTION$ $ B WORKERS COMPENSATION TC2K-U8-1005A105-18 12/1/2018 12/1/2019 X PER OTH- B AND EMPLOYERS'LIABILITY Y/N TRK-UB-1005A117-18 12/1/2018 12/1/2019 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $1,000.000 OFFICER/MEMBER EXCLUDED? (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 D Professional Liability USA4223051 6/19/2019 12/1/2019 EachAct/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Cupertino, its City Council, officers, officials, employees,agents, servants and volunteers are included as additional insured as respect Commercial General Liability,Automobile Liability, Umbrella Liability and Professional Liability for work performed by HortSciencel Bartlett Consulting where required by written contract. Coverage is primary and non-contributory. Waiver of Subrogation applies in favor of the additional insureds. Certificate Holder is scheduled to receive 30 day notice of cancellation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Community Development Department ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Ellen Yau 10300 Torre Ave. Cupertino CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD TRAVELERS J� WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: (TC2KUB-1005A10-5-18) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule, SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: - - ST ASSIGN: CHANGE EFFECTIVE DATE:08-28-19 CHANGE ENDORSEMENT NUMBER: 0087 AW TRAVELERS J One Tower Square, Hartford, Connecticut 06183 CHANGE ENDORSEMENT Named Insured: THE F. A. BARTLETT TREE EXPERT COMPANY Policy Number: TC2J-GLSA-1005A129-TIL-18 Policy Effective Date: 12/01/18 Issue Date: 09/04/19 INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA Effective from 08/28/19 at the time of day the policy becomes effective. THIS INSURANCE IS AMENDED AS FOLLOWS: THE ACTUAL EFFECTIVE DATE OF THIS ENDORSEMENT IS 08-30-19. ADDING IL T4 05 03 11, DESIGNATED ENTITY-CANC PROVIDED BY US, AS PER ATTACHED. TO INCLUDE: CITY OF FREMONT 39550 LIBERTY STREET FREEMONT CA 94537 THE CITY OF CUPERTINO COMMUNITY DEVELOPMENT DEPARTMENT 10300 TORRE AVE. CUPERTINO CA 95014 NAME AND ADDRESS OF AGENT OR BROKER: YORK INTERNATIONAL AGCY (NAA97) COUNTERSIGNED BY: 500 MAMARONECK AVE HARRISON, NY 10528 Authorized Representative IL TO 07 09 87 PAGE 1 OF 1 OFFICE: NEW YORK DATE: CHANGE EFFECTIVE DATE:08-28-19 CHANGE ENDORSEMENT NUMBER:0087 TRAVELERS POLICY NUMBER: TC2J-GLSA-1005A129-TIL-18 EFFECTIVE DATE: 12-01-18 ISSUE DATE: 09-04-19 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS. IL TO 07 09 87 CHANGE ENDORSEMENT IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS INTERLINE ENDORSEMENTS IL T4 05 03 11 DESIGNATED ENTITY - CANC PROVIDED BY US IL T8 01 10 93 PAGE: 1 OF 1 POLICY NUMBER: TC2J-GLSA-1005A129-TIL-18 ISSUE DATE: 09-04-19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 PERSON OR ORGANIZATION: The City of Cupertino ADDRESS: Community Development Department 10300 Torre Ave. Cupertino CA 95014 PROVISIONS: If we cancel this policy for any statutorily permitted above. We will mail such notice to the address shown reason other than nonpayment of premium, and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or organization shown in the schedule IL T4 05 03 11 ©2011 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 TC2J-GLSA-1005A129-TIL-18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended c) The insurance provided to the additional in- to include any person or organization that you sured does not apply to "bodily injury" or agree in a "written contract requiring insurance" "property damage" caused by "your work" to include as an additional insured on this Cover- and included in the "products-completed op- age Part, but: erations hazard" unless the "written contract a) Only with respect to liability for "bodily injury", requiring insurance" specifically requires you "property damage" or "personal injury"; and to provide such coverage for that additional insured, and then the insurance provided to b) If, and only to the extent that, the injury or the additional insured applies only to such damage is caused by acts or omissions of "bodily injury" or "property damage" that oc- you or your subcontractor in the performance curs before the end of the period of time for of "your work" to which the "written contract which the "written contract requiring insur- requiring insurance" applies. The person or ance" requires you to provide such coverage organization does not qualify as an additional or the end of the policy period, whichever is insured with respect to the independent acts earlier. or omissions of such person or organization. 3. The insurance provided to the additional insured 2. The insurance provided to the additional insured by this endorsement is excess over any valid and by this endorsement is limited as follows: collectible "other insurance", whether primary, a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is this Coverage Part shown in the Declarations available to the additional insured for a loss we exceed the limits of liability required by the cover under this endorsement. However, if the "written contract requiring insurance", the in- "written contract requiring insurance" specifically surance provided to the additional insured requires that this insurance apply on a primary shall be limited to the limits of liability re- basis or a primary and non-contributory basis, quired by that "written contract requiring in- this insurance is primary to "other insurance" surance". This endorsement shall not in- available to the additional insured which covers crease the limits of insurance described in that person or organization as a named insured Section III— Limits Of Insurance. for such loss, and we will not share with that "other insurance". But the insurance provided to b) The insurance provided to the additional in- the additional insured by this endorsement still is sured does not apply to bodily injury", prop- excess over any valid and collectible "other in- of damage" or 'personal injury" arising out surance", whether primary, excess, contingent or of the rendering of, or failure to render, any on any other basis, that is available to the addi- professional architectural, engineering or sur- tional insured when that person or organization is veying services, including: an additional insured under such "other insur- i. The preparing, approving, or failing to ance". prepare or approve, maps, shop draw- 4. As a condition of coverage provided to the ings, opinions, reports, surveys, field or- additional insured by this endorsement: ders or change orders, or the preparing, approving, or failing to prepare or ap- a) The additional insured must give us written prove, drawings and specifications; and notice as soon as practicable of an "occur- Supervisory, inspection, architectural or rence" or an offense which may result in a claim. To the extent possible, such notice engineering activities. should include: CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the 'occurrence" any provider of'other insurance" which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover under this endorsement. However, this persons and witnesses; and condition does not affect whether the insur- ance provided to the additional insured by III. The nature and location of any injury or this endorsement is primary to "other insur- damage arising out of the 'occurrence" or ance" available to the additional insured offense. which covers that person or organization as a b) If a claim is made or "suit" is brought against named insured as described in paragraph 3. the additional insured, the additional insured above. must: 5. The following definition is added to SECTION V. i. Immediately record the specifics of the — DEFINITIONS: claim or "suit" and the date received; and "Written contract requiring insurance" means ii. Notify us as soon as practicable. that part of any written contract or agreement The additional insured must see to it that we under which you are required to include aperson or organization as an additional in- receive written notice of the claim or suit as sured on this Coverage Part, provided that soon as practicable. the "bodily injury" and "property damage" oc- c) The additional insured must immediately curs and the "personal injury" is caused by an send us copies of all legal papers received in offense committed: connection with the claim or "suit', cooperate a. After the signing and execution of the with us in the investigation or settlement of contract or agreement by you; the claim or defense against the "suit', and otherwise comply with all policy conditions. b. While that part of the contract or d) The additional insured must tender the de- agreement is in effect; and fense and indemnity of any claim or "suit' to c. Before the end of the policy period. Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: TC2J-GLSA-1005A129-TIL-18 ISSUE DATE: 11-1-18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: "Any person or entity with whom you have agreed in a written contract executed prior to loss, but only for the limits agreed to in such contract or the Limits of Liability of this policy, whichever is less." (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement,) The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or AGAINST OTHERS TO US Condition (Section IV- "your work" done under a contract with that person COMMERCIAL GENERAL LIABILITY CONDITIONS) or organization and included in the "products- is amended by the addition of the following: completed operations hazards." This waiver applies We waive any right of recovery we may have against only to the person or organization shown in the the person or organization shown in the Schedule Schedule above. above because of payments we make for injury or CG 24 0410 93 Copyright, Insurance Services Office, Inc,, 1992 Page 1 of 1 TC2J-GLSA-1005A129-TIL-18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended c) The insurance provided to the additional in- to include any person or organization that you sured does not apply to "bodily injury" or agree in a "written contract requiring insurance" "property damage" caused by "your work" to include as an additional insured on this Cover- and included in the "products-completed op- age Part, but: erations hazard" unless the "written contract a) Only with respect to liability for"bodily injury", requiring insurance" specifically requires you "property damage" or "personal injury"; and to provide such coverage for that additional insured, and then the insurance provided to b) If, and only to the extent that, the injury or the additional insured applies only to such damage is caused by acts or omissions of "bodily injury" or "property damage" that oc- you or your subcontractor in the performance curs before the end of the period of time for of "your work" to which the "written contract which the "written contract requiring insur- requiring insurance" applies. The person or ance" requires you to provide such coverage organization does not qualify as an additional or the end of the policy period, whichever is insured with respect to the independent acts earlier. or omissions of such person or organization. 3. The insurance provided to the additional insured 2. The insurance provided to the additional insured by this endorsement is excess over any valid and by this endorsement is limited as follows: collectible "other insurance", whether primary, a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is this Coverage Part shown in the Declarations available to the additional insured for a loss we exceed the limits of liability required by the cover under this endorsement. However, if the "written contract requiring insurance", the in- "written contract requiring insurance" specifically surance provided to the additional insured requires that this insurance apply on a primary shall be limited to the limits of liability re- basis or a primary and non-contributory basis, quired by that "written contract requiring in- this insurance is primary to "other insurance" surance". This endorsement shall not in- available to the additional insured which covers crease the limits of insurance described in that person or organization as a named insured Section III — Limits Of Insurance. for such loss, and we will not share with that "other insurance". But the insurance provided to b) The insurance provided to the additional in- the additional insured by this endorsement still is sured does not apply to "bodily injury", "prop- excess over any valid and collectible "other in- of damage" or "personal injury" arising out surance", whether primary, excess, contingent or of the rendering of, or failure to render, any on any other basis, that is available to the addi- professional architectural, engineering or sur- tional insured when that person or organization is veying services, including: an additional insured under such "other insur- i. The preparing, approving, or failing to ance". prepare or approve, maps, shop draw- 4. As a condition of coverage provided to the ings, opinions, reports, surveys, field or- additional insured by this endorsement: ders or change orders, or the preparing, approving, or failing to prepare or ap- a) The additional insured must give us written prove, drawings and specifications; and notice as soon as practicable of an "occur- ii. Supervisory, inspection, architectural or rence" or an offense which may result in a engineering activities. claim. To the extent possible, such notice should include: CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the 'occurrence" any provider of'other insurance" which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover under this endorsement. However, this persons and witnesses; and condition does not affect whether the insur- ance provided to the additional insured by iii. The nature and location of any injury or this endorsement is primary to 'other insur- damage arising out of the 'occurrence" or ance" available to the additional insured offense. which covers that person or organization as a b) If a claim is made or "suit" is brought against named insured as described in paragraph 3. the additional insured, the additional insured above. must: 5. The following definition is added to SECTION V. i. Immediately record the specifics of the — DEFINITIONS: claim or "suit" and the date received; and "Written contract requiring insurance" means ii. Notify us as soon as practicable. that part of any written contract or agreement The additional insured must see to it, under which you are required to include a that we receive written notice of the claim or suit person or organization as an additional in- as sured on this Coverage Part, provided that soon as practicable. the "bodily injury" and "property damage" oc- c) The additional insured must immediately curs and the "personal injury" is caused by an send us copies of all legal papers received in offense committed: connection with the claim or "suit", cooperate a. After the signing and execution of the with us in the investigation or settlement of contract or agreement by you; the claim or defense against the "suit", and otherwise comply with all policy conditions. b. While that part of the contract or d) The additional insured must tender the de- agreement is in effect; and fense and indemnity of any claim or "suit' to c. Before the end of the policy period. Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05