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19-165 Amendment #1 08-16-20211 FIRST AMENDMENT TO AGREEMENT 329 BETWEEN THE CITY OF CUPERTINO AND CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC FOR LANDSCAPE ARCHITECTURE SERVICES FOR VARIOUS CITY PROJECTS This First Amendment to Agreement 329 between the City of Cupertino and Callander Associates Landscape Architecture, Inc, for reference dated on the last date signed below, is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Callander Associates Landscape Architecture, Inc, a Corporation (“Contractor”) whose address is 12150 Tributary Point Drive, Suite 140, Gold River, CA 95670, and is made with reference to the following: RECITALS: A. On September 23, 2019, Agreement 329 (“Agreement”) was entered into by and between City and Contractor for Landscape Architecture Services for Various City Projects. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: Term: This Agreement begins on the Effective Date and ends on June 30, 2022 (“Contract Time”), unless terminated earlier as provided herein. 2. Paragraph 4.1. of the Agreement is modified to read as follows: Maximum Compensation: City will pay Consultant for satisfactory performance of the Services a total amount that will be based upon actual costs but that will be capped so as not to exceed $170,000.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement December 31, 2021 $150,000.00 Amendment #1 June 30, 2022 $170,000.00 Marie Mai Principal Aug 13, 2021 Christopher D. Jensen Aug 16, 2021 Director of Public Works Aug 16, 2021 Exh. D-Insurance Requirements for Design Professionals & Consultants 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 10 (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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 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 with 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 applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, 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 Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/9/2021 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Doris A.Chambers 510-465-3090 Doris.Chambers@AssuredPartners.com License#:6003745 Sentinel Insurance Company 11000 CALLAASSO1 Trumbull Insurance Company 27120CallanderAssociates Landscape Architecture,Inc. 12150 Tributary Point Drive,Suite 140; Gold River CA 95670-4259 NAVIGATORS INSURANCE COMPANY 42307 749618770 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y 57SBWBM4627 12/31/2020 12/31/2021 4,000,000 A 1,000,000 X X Y Y 57SBWBM4627 12/31/2020 12/31/2021 A X X 1,000,000Y57SBWBM462712/31/2020Y 12/31/2021 2,000,000 B X N Y 57WECAC1982 12/31/2020 12/31/2021 1,000,000 1,000,000 1,000,000 C Professional Liability Y CM20DPLZ06S5EIV 12/31/2020 12/31/2021 $2,000,000 $4,000,000 per Claim Annl Aggr. The Excess-Umbrella Liability coverage is Following Form to the Commercial General Liability,Automobile Liability and Employers’Liability policies. REF:Master Service Agreement.Various Projects.GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED:The City of Cupertino,its City Council,boards and commissions,officers,employees and volunteers.Commercial General Liability is primary and non contributory and includes severability of interests per policy form.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers Compensation.Cancellation provisions are solely as shown on this certificate.Cancellation:30 Day/10 Day for Non-Payment of Premium. 30 Days Notice of Cancellation. City of Cupertino 1300 Torre Avenue Cupertino CA 95014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A.It is agreed that paragraph (2)of subsections 6.d. and 6.f.of Section C. - WHO IS AN INSURED is replaced by the following: (2)The insurance afforded by paragraph (1)above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.It is agreed that the following paragraphs are added to the end of subsections 1.and 8.of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES;and it is agreed the following paragraphs replace section b.of subsection 9.of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES.These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Policy #57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a.through f.below are additional insureds when you have agreed, in a written Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.– Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b)"Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products- completed operations hazard", but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.– Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a.Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner, if you or an additional insured is a partnership; (3)Any manager, if you or an additional insured is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5)Any trustee, if you or an additional insured is a trust; or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3. Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of Section A.– Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Policy # 57SBWBM4627 57SBWBM4627 ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage is subject to all provisions in the moved from the place where they are BUSINESS LIABILITY COVERAGE FORM not accepted by the "insured" for movement into expressly modified herein:or onto the covered "auto"; or c.After the "pollutants" or any property in which the "pollutants" are contained areA. Amended Coverage: moved from the covered "auto" to the placeCoverage is extended to "bodily injury" and where they are finally delivered, disposed of"property damage" arising out of the use of a "hired or abandoned by the "insured".auto" and "non-owned auto". a.Paragraph above does not apply to fuels,B. Paragraph B. EXCLUSIONS is amended as lubricants, fluids, exhaust gases or otherfollows:similar "pollutants" that are needed for or 1.Exclusion g. Aircraft, Auto or Watercraft does result from the normal electrical, hydraulic not apply to a "hired auto" or a "non-owned or mechanical functioning of the covered auto"."auto" or its parts, if: 2.Exclusion e. Employers Liability does not (1)The "pollutants" escape, seep, migrate, apply to "bodily injury" to domestic "employees"or are discharged or released directly not entitled to workers’ compensation benefits from an "auto" part designed by its or to liability assumed by the "insured" under an manufacturer to hold, store, receive,or "insured contract".dispose of such "pollutants"; and 3.f. PollutionExclusion is replaced by the (2) The "bodily injury" and "property following:damage" does not arise out of the operation of any equipment listed in"Bodily injury" or "property damage" arising out paragraphs 15.b.and 15.c.of theof the actual, alleged or threatened discharge, definition of "mobile equipment".dispersal, seepage, migration, release or escape of "pollutants":Paragraphs b.and c.above do not apply to "accidents" that occur away from premisesa.That are, or that are contained in any owned by or rented to an "insured" with property that is: respect to "pollutants" not in or upon a (1)Being transported or towed by, handled,covered "auto" if:or handled for movement into, onto or (1)The "pollutants" or any property infrom, the covered "auto"; which the "pollutants" are contained are(2)Otherwise in the course of transit by or upset, overturned or damaged as aon behalf of the "insured"; or result of the maintenance or use of a (3)Being stored, disposed of, treated or covered "auto"; and processed in or upon the covered "auto". b.Before the "pollutants" or any property in which the "pollutants" are contained are Form SS 04 38 09 09 Page 1 of 3 © 2009, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission) Policy #57SBWBM4627 (2)The discharge, dispersal, seepage,company) for an "auto" owned by him or her migration, release or escape of the or a member of his or her household. "pollutants" is caused directly by such d.Anyone liable for the conduct of an "insured" upset, overturn or damage as a result of described above but only to the extent of that the maintenance or use of a covered liability. "auto".D.With respect to the operation of a "hired auto"and 4.With respect to this coverage, the following "non-owned auto", the following additional additional exclusions apply:conditions apply: a. Fellow employee 1. OTHER INSURANCE Coverage does not apply to "bodily injury"to a.Except for any liability assumed under an any fellow "employee" of the "insured""insured contract" the insurance provided by arising out of the operation of an "auto"this Coverage Form is excess over any owned by the "insured" in the course of the other collectible insurance. fellow "employee’s" employment.However, if your business is the selling, b. Care, custody or control servicing, repairing, parking or storage of Coverage does not apply to "property "autos", the insurance provided by this damage" involving property owned or endorsement is primary when covered transported by the "insured" or in the "bodily injury" or "property damage" arises "insured’s" care, custody or control.out of the operation of a customer’s "auto" by you or your "employee".C.With respect to "hired auto" and "non-owned auto" coverage, Paragraph C. WHO IS AN INSURED is b.When this Coverage Form and any other deleted and replaced by the following:Coverage Form or policy covers on the same basis, either excess or primary, weThe following are "insureds": will pay only our share. Our share is thea.You.proportion that the Limit of Insurance of our b.Your "employee" while using with your Coverage Form bears to the total of the permission:limits of all the Coverage Forms and policies covering on the same basis.(1)An "auto" you hire or borrow; or 2. TWO OR MORE COVERAGE FORMS OR(2)An "auto" you don’t own, hire or borrow in POLICIES ISSUED BY USyour business or personal affairs; or If the Coverage Form and any other Coverage(3)An "auto" hired or rented by your Form or policy issued to you by us or any"employee" on your behalf and at your company affiliated with us apply to the samedirection. "accident", the aggregate maximum Limit ofc.Anyone else while using a "hired auto" or "non-Insurance under all the Coverage Forms orowned auto" with your permission except:policies shall not exceed the highest applicable (1)The owner or anyone else from whom you Limit of Insurance under any one Coverage hire or borrow an "auto".Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an(2)Someone using an auto while he or she is affiliated company specifically to apply asworking in a business of selling, servicing, excess insurance over this Coverage Form.repairing, parking or storing "autos" unless that business is yours.E.The following definitions are added: (3)Anyone other than your "employees",G. LIABILITY AND MEDICAL EXPENSES partners (if you are a partnership), members DEFINITIONS: (if you are a limited liability company), or a 1."Hired auto" means any "auto" you lease,lessee or borrower or any of their hire, rent or borrow. This does not include"employees", while moving property to or any auto you lease, hire, rent or borrowfrom an "auto".from any of your "employees", your partners (4)A partner (if you are a partnership), or a (if you are a partnership), members (if you member (if you are a limited liability are a limited liability company), Page 2 of 3 Form SS 04 38 09 09 Policy #57SBWBM4627 or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2."Non-owned auto " means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a."Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b.Customer’s "auto" that is in your care, custody or control for service. Form SS 04 38 09 09 Page 3 of 3 Policy #57SBWBM4627 EXTENDED OPTIONS 1. Employers’ Liability Insurance 4. Foreign Voluntary Compensation and Employers’ Liability ReimbursementItem 3.B. Information Pageof the is replaced by the following:A. How This Reimbursement Applies B. Employers’ Liability Insurance:This reimbursement provision applies to bodily injury by accident or bodily injury by disease.Part Two1. of the policy applies to work in Bodily injury includes resulting death.each state listed in Item 3.A. 1. The bodily injury must be sustained by an officer or employee.The Limits of Liability under Part Two are 2. The bodily injury must occur in the coursethe higher of: of employment necessary or incidental to work in a country not listed in ExclusionBodily Injury C.1. of this provision.$500,000 Each Accidentby Accident 3. Bodily injury by accident must occur during the policy period.Bodily Injury $500,000 Policy Limitby Disease 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee’s $500,000 Each Employee last exposure to those conditions of yourby Disease employment must occur during the policy period.OR B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page.you whether such amounts are: EXTENDED OPTIONSThis provision 1 of does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited.officers or employees were subject to any workers’ compensation law of the state ofIn this provision the limits are changed from hire of the individual employee.$500,000 $1,000,000to in California. 2. sums to which Part Two (Employers’2. Unintentional Failure to Disclose Hazards Liability Insurance) would apply if theIf you unintentionally should fail to disclose all Country of Employment were shown inexisting hazards at the inception date of your Item 3.A. of the Information Page.policy, we shall not deny coverage under this C. Exclusionspolicy because of such failure. This insurance does not cover:3. Waiver of Our Right To Recover From Others 1. any occurrences in the United States,A. We have the right to recover our payments Canada, and any country or jurisdictionfrom anyone liable for an injury covered by this which is the subject of trade or economicpolicy. We will not enforce our right against sanctions imposed by the laws orany person or organization for whom you regulations of the United States ofperform work under a written contract that America in effect as of the inception daterequires you to obtain this agreement from us. of this policy.This agreement shall not operate directly or 2. any obligation imposed by a workers’indirectly to benefit anyone not named in the compensation or occupational diseaseagreement. law, or similar law.B. This provision 3. does not apply in the states 3. bodily injury intentionally caused orof Pennsylvania and Utah. aggravated by you. FormWC990303B Page 4 of 6Printed in U.S.A. (Ed. 8/00) Callander for Landscape Architecture Services for Various City Projects Final Audit Report 2021-08-16 Created:2021-08-13 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAdLvecgIYyCTJxNYgZwCu_jiYF_uiAs8y "Callander for Landscape Architecture Services for Various City Projects" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-08-13 - 9:30:12 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2021-08-13 - 9:31:41 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2021-08-13 - 9:32:09 PM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-08-13 - 9:32:11 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-08-13 - 10:30:10 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Marie Mai (mslichter@callanderassociates.com) for signature 2021-08-13 - 10:30:12 PM GMT Email viewed by Marie Mai (mslichter@callanderassociates.com) 2021-08-13 - 10:37:44 PM GMT- IP address: 107.77.198.160 Document e-signed by Marie Mai (mslichter@callanderassociates.com) Signature Date: 2021-08-13 - 11:55:28 PM GMT - Time Source: server- IP address: 50.242.98.57 Document emailed to Christopher D. 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