Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
20-132 Ecology Action of Santa Cruz, Ecology Action Climate Victory Gardens Pilot
Ecology Action Climate Victory Gardens Pilot Page 1 of 9 Professional/Consulting Contracts /Version: April 2020 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Ecology Action of Santa Cruz (“Contractor”), a Non-Profit for Ecology Action Climate Victory Gardens Pilot, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 01, 2021 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 01, 2021. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $102,100.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. Ecology Action Climate Victory Gardens Pilot Page 2 of 9 Professional/Consulting Contracts /Version: April 2020 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 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, if required by the Cupertino Municipal Code. 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 Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. Ecology Action Climate Victory Gardens Pilot Page 3 of 9 Professional/Consulting Contracts /Version: April 2020 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the 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 separa te from other records and must be maintained for four (4) years from the date of City’s final payment. Ecology Action Climate Victory Gardens Pilot Page 4 of 9 Professional/Consulting Contracts /Version: April 2020 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No 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 consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay 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. 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. Ecology Action Climate Victory Gardens Pilot Page 5 of 9 Professional/Consulting Contracts /Version: April 2020 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. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 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 its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be Ecology Action Climate Victory Gardens Pilot Page 6 of 9 Professional/Consulting Contracts /Version: April 2020 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 Title 2 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 Andre Duurvoort as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Sherry Lee Bryan as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be 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. Ecology Action Climate Victory Gardens Pilot Page 7 of 9 Professional/Consulting Contracts /Version: April 2020 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 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. Ecology Action Climate Victory Gardens Pilot Page 8 of 9 Professional/Consulting Contracts /Version: April 2020 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 Cupertino Office of the City Manager 10300 Torre Ave. Cupertino CA 95014 Attention: Andre Duurvoort Email: AndreD@cupertino.org To Contractor: Ecology Action of Sant Cruz 877 Cedar Street, Suite 240 Santa Cruz CA 95060 Attention: Erin Hoben, Corporate Compliance Manager Email: ehoben@ecoact.org 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. Ecology Action Climate Victory Gardens Pilot Page 9 of 9 Professional/Consulting Contracts /Version: April 2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Tax I.D. No.:942584236 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date VP Community Programs Oct 7, 2020 Kirsten Liske Heather M. Minner Dianne Thompson Oct 9, 2020 Assistant City Manager Dianne Thompson Oct 9, 2020 Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 EXHIBIT A – SCOPE OF SERVICES Scope of Work Cupertino Climate Victory Gardens Program Summary The Cupertino Climate Victory Gardens program will convert 30,000 ft2 of high-water use landscaping to low- water use, climate-appropriate landscaping using a direct installation model that removes barriers to action and increases utilization of rebate funding available from Valley Water and the City of Cupertino. The Climate Victory Garden direct installation program will offer wrap around project management services to help residents, HOAs and property management organizations through the landscape retrofit design and installation process, all the while educating the community about climate-appropriate landscapes that create beauty, add value and reduce GHG emissions. The program will be open to all residents of the City of Cupertino and make installation costs more affordable by leveraging the existing $2/ ft2 rebate from Valley Water and City of Cupertino. The program will also integrate green infrastructure and laundry-to-landscape greywater reuse as additional add-on services, further extending the reach of Cupertino’s stormwater and greywater rebate programs to incentivize decentralized, drought resilient water-banking and reuse strategies at the time of landscape retrofit planning. Scope of Work Tasks Task 1: Program Development and Launch i. Attend meetings with City of Cupertino staff to inform program intake design and community based social marketing strategy. ii. Develop landscape design survey to gather information on initial landscape design preferences and budget. This survey will be hosted by Teams and a link provided with auto-response when a Participant registers to participate in the Program. iii. Develop a template project agreement for Program Participants, to be reviewed by City of Cupertino contract management staff iv. Develop a template C-27 landscape contractor partnership agreement for contractors qualified to provide direct installation construction services, to be reviewed by City of Cupertino contract management staff. v. Develop an electronic submission form request for qualifications (RFQ) for C-27 landscape contractors, to be reviewed by City of Cupertino contract management staff. E-mail RFQ opportunity and survey form link to contractors on Valley Water’s Landscape Professionals List. vi. Conduct phone interviews with C-27 contractors and check client references. Any C-27 contractor that meets RFQ qualifications will be offered the opportunity to sign a partnership agreement to participate in the Climate Victory Gardens program as Program contractor. Ecology Action will assign Program contractors to specific Climate Victory Garden projects by lottery and/or experience with a particular add-on service requested by the Program Participant. vii. Coordinate materials procurement arrangements with City of Cupertino organics program and local businesses to support the Program. Page 2 of 10 viii. Develop CAD design template for Climate Victory Gardens Task 2: Site Assessments and Site Design i. Pre-Qualify Participants and Schedule Site Assessments at up to 40 sites o Ecology Action will contact the prospective program Participant by phone or e-mail to discuss design survey responses and to schedule a site assessment within 3 business days of having received contact information from the City of Cupertino’s marketing efforts. Residents who qualify for Our City Forest’s Lawn Busters program based on income, age, veteran status or disability will be referred to that program for subsidized services. o In advance of the site assessment, Ecology Action will provide the Participant an electronic copy of a project agreement that documents a Participant’s commitment to complete the project within a specified time frame and authorizes Ecology Action to apply for rebates on the Participant’s behalf. Single-family tenants applying to the technical assistance program must obtain an authorized signature from the property owner. o Ecology Action will track all Participant contacts in the City’s custom cloud-based database and workflow management application ii. Provide Landscape Consultation at up to 40 sites o During each 2-hour site assessment, Ecology Action will measure and verify presence of irrigated turf, conduct irrigation system zone mapping and spray head location, and identify opportunities to integrate laundry greywater and/or passive rainwater into landscape design via rain gardens and permeable pavements. Participants will be engaged in the site assessment design process and: Interviewed for their preferences for the function and aesthetic of the landscape they are trying to create; Informed about appropriate turf-removal strategies for their site; Provided with climate appropriate landscape design templates (available from South Bay Green Gardens, CA Native Plant Society, UC Davis Arboretum and others) and asked to select a preferred plant palate, Asked to confirm a project budget that will guide what elements can be realistically included in the landscape design. Informed about the next steps for participating in the technical assistance program and provided an opportunity to ask questions about the project agreement. Single-family residential Participants will be provided the option to be supported in hiring a contractor, or performing the work themselves (‘Participant installation’), to be indicated on the project agreement (see Task 3). iii. Provide Landscape Designs for up to 20 sites o After a signed project agreement is received from the Participant: Pre-construction site photos are uploaded to a project folder. A customized design and written project scope of work is produced at no-cost to the Participant and submitted to the Participant for approval via e-mail. The scope of work will detail by line item the rebate incentive amounts the project qualifies for. Page 3 of 10 The approved design and plant list with coverage area are uploaded to a Participant’s project folder on Teams. Task 3: Project Coordination & Contractor Management i. Apply for Rebates for up to 20 sites o After a Participant approves of the landscape design and scope of work: A landscape rebate program application, supporting documentation, and pre- construction site photos of existing site conditions will be submitted on the Participant’s behalf to Valley Water for pre-approval. If the Participant’s budget is sufficient for rainwater harvesting, laundry-to-landscape greywater irrigation, or the City of Cupertino’s permeable pavement rebate, separate rebate applications will be prepared and submitted for these project elements. Participant is cc:d on all rebate communications. ii. Coordinate Climate Victory Garden Installations for up to 20 sites o After Valley Water approves the project’s landscape water conservation rebate application(s), Ecology Action will support Participants in moving their projects to completion. A 90-day turn- around is the goal, but will ultimately depend on the participant’s responsiveness and life circumstances. Ecology Action’s approach to technical assistance will take utilize three options depending on the participant’s preference and budget. Option 1: Single Family - Participant Installation Pre-Installation: Participants will choose a target installation date within 60 days of the landscape conservation rebate approval date. In advance of the installation date, Ecology Action will coordinate all materials ordering for the Participant, including: • Cardboard delivery from Coast Paper or Arrow Packaging. • Mulch and compost delivery from City of Cupertino (subject to approval by the City’s Environmental Programs Division). • A plant list will be submitted to Yamagami’s Nursery or Summer Winds nursery in Cupertino. • An irrigation materials list will be submitted to Lane Irrigation in Campbell, Ewing irrigation in San Jose, or Dripworks online retailer. Participants will pay for and pick up their orders when vendors have them ready. Installation: If Covid-19 public health orders allow, Participants will be encouraged to invite family and friends to a work party on their installation date, which EA will attend for up to 4 hours to ensure the project is off to a good start. Otherwise, Ecology Action will be available to the Participant for Facetime or video consultation during the project installation date. Participant notifies Ecology Action when work is complete. Option 2: Contractor Direct Installation Pre-Installation: Page 4 of 10 • Ecology Action will send a notice to proceed to a C-27 contractor (Contractor) that is under contract with Ecology Action to offer fixed pricing for a specific scope of direct installation services for Participants of the Climate Victory Garden Program. • Contractor may propose other landscape retrofit elements outside of the Climate Victory Gardens program. • Within 10 business days of the notice to proceed date, the Contractor will provide Ecology Action and the Program Participant with a construction estimate that reflects the Participant’s fixed cost share, and any other work requested by the Participant that is outside of the “Climate Victory Gardens” direct installation scope of work. • Program Participant will enter into an agreement with Ecology Action’s Contractor to proceed with the work included in the construction estimate that is exclusively between themselves and the Contractor. • Contractor will warranty plants and installation work for a period of 90 days. Installation: • Contractor will complete the installation within 60 days from the date that a Participant approves the Contractor estimate. • Contractor and/or Participant notify EA when installation date has been scheduled, and when work is complete. Option 3: Participant’s Choice of Contractor Pre-Installation: • Ecology Action will send the Participant’s approved design and scope of work to the Participant’s selected contractor(s) to request an estimate, cc:ing the Participant. • Program Participant will select their preferred contractor and enter into an agreement to proceed with work in the construction estimate that is exclusively between themselves and their preferred contractor. Installation: Participant notifies Ecology Action when an installation date has been scheduled, and when the contractor’s work is complete. Ecology Action schedules bi-weekly check-ins with Participant to track project progress. iii. Conduct Post-Installation Site Visit & Rebate Processing for up to 20 sites o After Project construction is complete: • Ecology Action will schedule a post-construction assessment with the Participant to verify work was completed according to the design and rebate program specifications. • The following will take place during a post-construction assessment: Single Family - Participant Installation Single and Multi-Family Contractor Installation Page 5 of 10 During the post-construction site assessment, Ecology Action will help finish tasks that need extra assistance. EA will provide a maintenance checklist for their new landscape and review site specific maintenance needs, mulching frequency, and natural pruning strategies. Sites with irrigation controllers will be reprogrammed with weather- based schedules. Participants will also be referred to Valley Water’s Landscape Maintenance Education Program. Multi-Family Properties: Ecology Action will request that the property owner’s maintenance crew foreman is present during the post-construction site assessment to ensure that the irrigation controller is scheduled appropriately, and to provide and discuss ecological landscape maintenance checklist and instructions for new plantings. Single-Family Properties: Same as ‘Participant Installation’ • Post-construction photo documentation will be uploaded to a project folder shared with Valley Water and the City of Cupertino. Task 4: Program Evaluation, Invoicing and Reporting i. Ecology Action will produce quarterly progress reports, and schedule monthly check-in calls to chart program success and improvements. ii. Ecology Action will produce quarterly invoices, submitted with progress reports, reporting staff hours by task. iii. At the end of the pilot year, Ecology Action will survey participants for program improvements. iv. A final report submitted to the City will summarize water and energy savings from each pilot project, Participant survey results and recommendations for future continuation of the program. Page 6 of 10 Scope of Work and Payment Structure for Climate Victory Garden Package For all options, Landscape Design & Technical Assistance, and Rebate Application submission services are Free to Participant – Covered under contract with City of Cupertino • Projects must meet all of Valley Water’s Landscape Retrofit requirements • Single Family Residential (Front Yards Only): Minimum project size = 500 ft2; Maximum project size covered by program = 1,500 ft2 • Multi-Family/Non-Profit (Front Yards or Common Spaces Only): Minimum project size = 1,000 ft2. Maximum project size covered by program = 5,000 ft2 Scope of Work Tasks for Climate Victory Garden - Landscape Conversion Phase 1: Contacting 811 to locate underground utilities before project begins, hardscape edging and soil grading, spray head capping and drip riser conversion, equipment and materials delivery to work site, physical turf removal and/or cardboard application for sheet mulching, applying mulch and compost (optional) to minimum 4” depth. Phase 2: Planting according to planting plan, installing drip irrigation to new plantings, and reprogramming existing irrigation controller with a weather-based schedule for the new landscape (if controller is present on site). Note: Permeable hardscape materials, (pavers, decomposed granite, etc), rainwater harvesting and greywater irrigation NOT included in basic Climate Victory Garden package, but can be added pending the Participant’s project budget. Payment Structure for Climate Victory Garden Features Option 1: Participant Installation - Single Family Only Climate Victory Garden Landscape Transformation – Maximum Cost to Participant = $2/sq ft. Participant claims Valley Water/City of Cupertino $2/ft2 landscape water conservation rebate, resulting in a no cost project. • Rain Garden add-on – Participant claims rebate of $2/ ft2 of roof area, up to $600. • Rain Barrel (40-199 gallon) add-on –Participant selects barrel and claims rebate of $70 per barrel. • Rainwater Harvesting; Graywater Laundry to Landscape and Impervious Hardscape Conversion to Permeable Pavement - Customer referred to options 2 and 3 Option 2: Direct Installation– Single and Multi-Family/Non-Profit Climate Victory Garden Landscape Transformation • Participant pays cost share of $500 deposit (no matter the project size) plus $5/ft2, paid to Contractor upon phase 1 and 2 completion. Page 7 of 10 • Any requested items outside of the Climate Victory Garden Package scope of work or additional landscaped area beyond the max ft2 is to be determined between Contractor and Participant in a separate estimate. • Ecology Action assists Participant in claiming Valley Water/City of Cupertino $2/ ft2 rebate. • Total max cost share after rebate = $5,000 for Cupertino single-family residential participant with 1,500 ft2 of Contractor-installed landscaping • Total max cost share after rebate = $15,500 for Cupertino multi-family/commercial participant for 5,000 ft2 of Contractor-installed landscaping. Rain Garden + Rain Barrel add-on Total labor and materials cost: $1,000 • Participant pays cost share of $1,000 to Ecology Action or program Contractor • Ecology Action assists Participant in claiming Valley Water/City of Cupertino $2/ ft2 rebate • Ecology Action assists Participant in claiming Valley Water/City of Cupertino $70 per barrel Laundry-to-Landscape Greywater System Add-on Total labor and materials cost: $1,500 • Participant pays cost share of $1,500 to Ecology Action or program Contractor • Ecology Action assists Participant in claiming Valley Water/City of Cupertino $400 rebate. Rainwater Harvesting Add-on (>200 gallons) Total labor and materials cost will depend on the size of the cistern. Contractor will provide quote. • Participant pays cost share to Contractor. • Ecology Action assists Participant in claiming Valley Water/City of Cupertino $1/gallon rebate (subject to $3K or $40k total rebate cap). Hardscape Conversion to Permeable Pavement Total labor and materials cost will depend on the size of the project. Contractor will provide quote • Participant pays cost share to Contractor. • Ecology Action assists Participant in claiming City of Cupertino rebate, $3 ft2, up to $900. Option 3: Participant’s Choice of Contractor – Single and Multi-Family/Non-Profit Installation costs for all aspects are determined by the selected Contractor estimate. Typical contractor estimates for Landscape Transformation will range from $5-$10/ft2. Ecology Action assists Participant in claiming Valley Water/City of Cupertino $2/ft2 landscape water conservation rebate, and other rebates available to offset the cost of their contractor installation. Page 8 of 10 EXHIBIT B - SCHEDULE OF PERFORMANCE Project Deliverable Schedule Task # Task Deliverable Item Timeline Critical Deadlines 1 Template Participant Project Agreement October 2020 10/15/2020 1 Template C-27 Landscape Contractor Partnership Agreement October 2020 10/15/2020 1 Landscape Design Intake Survey October 2020 10/15/2020 1 Contractor RFQ Electronic Submission Form October 2020 10/30/2020 1 List of DI Program Contractors November 2020 11/30/2020 2 List of 40 Site Assessment Locations with project status October-December 2020 – provided with quarterly progress reports 10/30/2020; 1/15/21 2 Completed Project Agreements and Landscape Designs for 20 project sites. October-March 2021 - provided with quarterly progress reports 3/31/2021 3 Pre-Construction Photos, Rebate applications & documentation for 20 project sites. October 2020 -March 2021 – Shared on Teams throughout pilot project implementation 3/31/2021 3 Post-Construction Photos & Maintenance Agreements for 20 sites January 2020 – May 2021 5/31/2021 4 Quarterly Invoices and Progress Reports October 2020- March 2021 1/15/2021; 4/15/2021 4 Final Project Location List, Program Evaluation Results, Post-Project Customer Survey, and Final Project Report May-June 2021 6/30/2021 Page 9 of 10 EXHIBIT C - COMPENSATION Climate Victory Gardens Project Budget Line Item Personnel Rate # of Hours Total Labor 1 Finance Director $115.00 12 $ 1,380.00 2 Tasks 1-4 Program Management, Landscape Design & Technical Assistance (October 2020-June 2021) $107.50 920 $ 98,900.00 3 Mileage - Travel to Project Sites $ 0.575 3000 $ 1,725.000 Total Contract Maximum $ 102,005.00 Line Item Project Rebates Unit Cost # of units Total Rebate 4 Landscape Transformation Rebate (20 sites) $2.00 30,000 ft2 $60,000 5 Rain Garden Rebate (10 sites) $2.00 3,000 ft2 $3,000 6 Rainwater Harvesting Rebate (5 sites) $1.00 5,000 gallons $5,000 7 Graywater Laundry-to-Landscape Rebate (5 sites) $400 5 L2L systems $2,000 8 Hardscape Conversion to Permeable Pavement (5 sites) $3.00 1,500 ft2 $4,500 Subtotal Rebates $74,500 Page 10 of 10 Climate Victory Gardens Project Estimated Personnel Hours by Task Estimated Staff Hours by Task Task 1 Task 2 Task 3 Task 4 October- December 2020 October - December 2020 November 2020 - April 2021 Ongoing - June 2021 Staff Position Program Development & Launch Site Assessments and Site Design - 20 hours per site Project Coordination & Contractor Management; Post- Installation Site Visits - 20 hours per site Program Evaluation, Invoicing and Reporting Total Staff Hours Finance Director 12 12 Program Manager - Landscape Designer 60 400 400 60 920 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS 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 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. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: 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 and automobile liability policies. 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). Primary 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 wit h written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision a pplies 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, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Pa ge 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 during the 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 by Consultant. 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. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDLSUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE$ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD INDICATED.NOTWITHSTANDINGANYREQUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS CERTIFICATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS CERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES BELOW.THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEACONTRACTBETWEENTHEISSUINGINSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:IfthecertificateholderisanADDITIONALINSURED,thepolicy(ies)musthaveADDITIONALINSUREDprovisionsorbeendorsed. IfSUBROGATIONISWAIVED,subjecttothetermsandconditionsofthepolicy,certainpoliciesmayrequireanendorsement.Astatementon this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD ECOLO-1 OP ID: AD 08/27/2020 Angela Dancy Brakke Schafnitz Ins. / RMI License #0K07568 28202 Cabot Rd 600 Laguna Niguel, CA 92677 Alex Kincaid Ins Svcs LLC 949-365-5149 949-313-3258 angela.dancy@sig.us Sentinel Insurance Company Nonprofits Insurance AllianceEcology Action of Santa Cruz 877 Cedar Street Ste 240 Santa Cruz, CA 95060 B X 1,000,000 X 202010071 06/08/202006/08/2021 500,000 20,000 1,000,000 2,000,000 X 2,000,000 1,000,000B X 202010071 06/08/202006/08/2021 X X X 5,000,000B 202010071UMB 06/08/202006/08/2021 5,000,000 XA 72WEDF6768 06/08/202006/08/2021 1,000,000N1,000,000 1,000,000 B 202010071DO 06/08/202006/08/2021Each Act 1,000,000 Aggregate 1,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, as required by written contract with the Named Insured, are included as an additional insured with respect to GeneralLiability as per attached policy Form CG 20 26 04 13, Primary & Non- contributory wording applies per attached form NAIC E61 02 19, (see notes) CITYCUP The City of Cupertino 10300 Torre Ave Cupertino, CA 95014 949-365-5149 11000 D&O Date HOLDER CODE INSURED'S NAME PAGENOTEPAD: Additional Insured Wording Continued: Waiver of Subrogation applies as per form NIAC E26 11 17 and 30-day noticeof cancellation applies as per attached form IL 02 70 12 19. Auto Liability Additional Insured and Primary and Non-contributory wording apply as per attached form NIA CA1 04 13 and Waiver of Subrogation appliesas per attached form C04441013. Work Comp Waiver of Subrogation applies as per attached form WC040306. CITYCUP 2 Ecology Action of Santa Cruz 08/27/2020 ECOLO-1 OP ID: AD NIACA10413 Page1of 1 THISENDORSEMENTCHANGESTHEPOLICY.PLEASEREADITCAREFULLY. ADDITIONALINSUREDENDORSEMENT Thisendorsementmodifiesinsuranceprovidedunderthe following: BUSINESSAUTOCOVERAGE ONLY Inconsiderationofthepremiumcharged,itisunderstoodandagreedthatthefollowingisaddedasanadditional insured: (Ifnoentryappearsabove,informationrequiredtocompletethisendorsementwillbeshownintheDeclarationsas applicableto thisendorsement.) ButonlyasrespectsalegallyenforceablecontractualagreementwiththeNamedInsuredandonlyforliabilityarising outoftheNamedInsured'snegligenceandonlyforoccurrencesofcoveragesnototherwiseexcludedinthepolicyto whichthisendorsementapplies. Itisfurtherunderstoodandagreedthatirrespectiveofthenumberofentitiesnamedasinsuredsunderthispolicy,in noeventshallthecompany'slimitsofliabilityexceedtheoccurrenceoraggregatelimitsasapplicablebypolicy definitionorendorsement. Suchinsuranceasisaffordedbythisendorsementfortheadditionalinsuredshallapplyasprimaryinsurance.Any otherinsurancemaintainedbytheadditionalinsuredoritsofficersandemployeesshallbeexcessandnon- contributingwiththeinsuranceaffordedby thisendorsement. POLICYNUMBER:COMMERCIALAUTO CA04 441013 THISENDORSEMENT CHANGESTHEPOLICY.PLEASEREADITCAREFULLY. CA04 441013 ©InsuranceServicesOffice, Inc.,2011 Page1of 1 WAIVEROFTRANSFEROFRIGHTSOFRECOVERY AGAINSTOTHERSTOUS(WAIVEROFSUBROGATION) This endorsementmodifiesinsuranceprovidedunder the following: AUTODEALERSCOVERAGEFORM BUSINESSAUTOCOVERAGEFORM MOTOR CARRIERCOVERAGEFORM Withrespecttocoverageprovidedbythisendorsement,theprovisionsoftheCoverageFormapplyunless modifiedby the endorsement. Thisendorsementchangesthepolicyeffectiveontheinceptiondateofthepolicyunlessanotherdateisindicated below. NamedInsured: EndorsementEffective Date: SCHEDULE Name(s)OfPerson(s)OrOrganization(s): Anypersonororganizationwithwhomyouhaveawrittencontractcurrentlyineffectorbecomingeffective duringtheterm ofthis policy. InformationrequiredtocompletethisSchedule,ifnotshown above,willbeshownintheDeclarations. The TransferOfRightsOfRecoveryAgainst OthersToUs conditiondoesnotapplytothe person(s)ororganization(s)shownintheSchedule, butonlytotheextentthatsubrogationiswaivedprior tothe"accident"orthe"loss"underacontractwith thatpersonor organization. THISENDORSEMENTCHANGESTHEPOLICY.PLEASEREADITCAREFULLY. Countersignedby AuthorizedRepresentative FormWC040306 (1)PrintedinU.S.A. ProcessDate:03/02/20 PolicyExpirationDate:06/08/21 WAIVEROFOUR RIGHTTORECOVERFROM OTHERSENDORSEMENT-CALIFORNIA Policy Number:72 WE DF6768 Endorsement Number: Effective Date:06/08/20 Effective hour is the same as stated on the Information Page of the policy. NamedInsuredandAddress:ECOLOGYACTIONOFSANTACRUZ 877CEDAR ST SANTACRUZ CA 95060 Wehavetherighttorecoverourpaymentsfromanyoneliableforaninjurycoveredbythispolicy.Wewillnotenforceour rightagainstthepersonororganizationnamedintheSchedule.(Thisagreementappliesonlytotheextentthatyou performworkunderawrittencontractthatrequiresyoutoobtainthisagreementfromus.) Youmustmaintainpayrollrecordsaccuratelysegregatingtheremunerationofyouremployeeswhileengagedinthework describedintheSchedule. Theadditionalpremiumforthisendorsementshallbe2%oftheCaliforniaworkers'compensationpremiumotherwisedue onsuchremuneration. SCHEDULE PersonorOrganization JobDescription Anypersonororganizationfromwhomyouarerequiredbywrittencontractoragreementtoobtainthiswaiverofrights fromus Ecology Action Climate Victory Gardens Pilot Final Audit Report 2020-10-09 Created:2020-10-06 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAtjTF5NxX-Qs9Mn3Mfe_j6i2Z15EZHtr8 "Ecology Action Climate Victory Gardens Pilot" History Document created by City of Cupertino (webmaster@cupertino.org) 2020-10-06 - 11:35:00 PM GMT- IP address: 35.229.54.2 Document emailed to Gilee Corral (GileeC@Cupertino.org) for approval 2020-10-06 - 11:41:16 PM GMT Email viewed by Gilee Corral (GileeC@Cupertino.org) 2020-10-06 - 11:41:42 PM GMT- IP address: 104.47.74.126 Document approved by Gilee Corral (GileeC@Cupertino.org) Approval Date: 2020-10-06 - 11:44:38 PM GMT - Time Source: server- IP address: 108.68.98.164 Document emailed to Andre Duurvoort (andred@cupertino.org) for approval 2020-10-06 - 11:44:41 PM GMT Email viewed by Andre Duurvoort (andred@cupertino.org) 2020-10-07 - 0:24:25 AM GMT- IP address: 174.194.204.253 Document approved by Andre Duurvoort (andred@cupertino.org) Approval Date: 2020-10-07 - 0:24:51 AM GMT - Time Source: server- IP address: 174.194.204.253 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-10-07 - 0:24:53 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-10-07 - 2:14:03 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Kirsten Liske (kliske@ecoact.org) for signature 2020-10-07 - 2:14:08 PM GMT Email viewed by Kirsten Liske (kliske@ecoact.org) 2020-10-07 - 11:57:39 PM GMT- IP address: 63.249.67.30 Document e-signed by Kirsten Liske (kliske@ecoact.org) Signature Date: 2020-10-07 - 11:58:21 PM GMT - Time Source: server- IP address: 63.249.67.30 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-10-07 - 11:58:24 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-10-09 - 6:03:52 PM GMT- IP address: 45.41.142.183 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-10-09 - 6:04:26 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Dianne Thompson (diannet@cupertino.org) for signature 2020-10-09 - 6:04:30 PM GMT Email viewed by Dianne Thompson (diannet@cupertino.org) 2020-10-09 - 6:17:47 PM GMT- IP address: 104.47.74.126 Document e-signed by Dianne Thompson (diannet@cupertino.org) Signature Date: 2020-10-09 - 6:19:01 PM GMT - Time Source: server- IP address: 99.179.16.200 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-10-09 - 6:19:04 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-10-09 - 6:56:58 PM GMT- IP address: 148.64.105.190 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-10-09 - 7:13:21 PM GMT - Time Source: server- IP address: 148.64.105.190 Agreement completed. 2020-10-09 - 7:13:21 PM GMT