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22-022 Cumming Management Group for Cost Estimating Services & Subdivision Map Reviews for Various City ProjectsCost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH CUMMING MANAGEMENT GROUP, INC. 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Cumming Management Group, Inc. (“Contractor”) a Corporation for Cost Estimating Services and Subdivision Map Reviews for Various City Projects, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City’s Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City’s best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or 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 within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 2 of 9 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $45,000.00 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, 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 Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 3 of 9 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. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 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. Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 4 of 9 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and Contractors (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 5 of 9 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. 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 C, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and 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. Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 6 of 9 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS,) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of 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 Ayano Hattori 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 Vaughan Clarke as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City’s project manager about the status, progress and any delays with the work. City’s written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 7 of 9 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 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. Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 8 of 9 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Ayano Hattori Email: AyanoH@cupertino.org To Contractor: Cumming Management Group, Inc 475 Sansome St., Suite 770 San Francisco, CA 94111 Attention: Vaughan Clarke Email: vclarke@cumming-group.com 27. 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] Cost Estimating Services and Subdivision Map Reviews for Various City Projects Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 9 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Title Date CUMMING MANAGEMENT GROUP, INC. By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date John Olsson John Olsson Senior Director Feb 8, 2022 Christopher D. Jensen Jimmy Tan, P.E. Acting Director of Public Works Feb 8, 2022 Feb 8, 2022 Exhibit A Master Agreement for Cost Estimating Services Exhibit A Scope of Services & Compensation Design Professional shall provide certain Cost Estimating services as required and requested by City. Design Professional shall provide services under this Master Agreement on an “as needed” basis and only (1) upon written request from City’s Director of Public Works or authorized Agent as defined in Section 8, Project Coordination and (2) as defined in a fully executed Service Order. Section 1- General Provisions A.Design Professional shall perform all services to the satisfaction of City’s Public Works Director or authorized Agent. B.Design Professional shall perform all services under this agreement to the currently prevailing professional standards and quality found among Cost Estimating Professionals with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C.Design Professional shall perform services under this Master Agreement only by authorization of a fully executed Service Order which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. City shall incorporate each authorized and fully executed Service Order into the terms and conditions of this Master Agreement. D.Design Professional shall begin work only after receipt of a fully authorized and executed Service Order and shall execute the Project work as detailed in the Service Order. Unauthorized services performed by Design Professional shall be at no cost to City. E. City shall designate a Project Manager for each fully executed Service Order under this Agreement. Design Professional shall coordinate the Service Order performance with City’s designated Project Manager. Exhibit A Master Agreement for Cost Estimating Services Section 2. Basic Services As authorized by a fully executed Service Order, Design Professional shall provide Cost Estimating services and subdivision map reviews for private development projects and City’s Public Works Projects in accordance with the following: A.General Performance Requirements For each assigned Project: 1.Design Professional shall designate a qualified Project manager and provide to City the names of their team members for the Project. The team members shall be satisfactory to City. Design Professional shall not substitute any team members without the prior approval of City. City retains the right to reject team members assigned by Design Professional or require replacement of team members. 2.Design Professional shall effectively manage and administer the Project for the efficient, progressive, and proactive delivery of the Project. 3.Design Professional shall be responsible for managing and coordinating the work of all sub-Design Professionals and subcontractors. 4.Design Professional shall consult and coordinate with the City and communicate with members of the Project team. 5.Design Professional shall communicate weekly with City’s assigned Project Manager to provide an update on the current status of the Project and provide a brief written summary report, as necessary. B.Specific Performance Requirements For each assigned Project, Design Professional may provide any or all of the following tasks and subtasks, as is required for the specific Project: Task 1.0 Preconstruction Cost Management Exhibit A Master Agreement for Cost Estimating Services 1.01 In depth review of all facilities / program and target budget. 1.02 Cost budgets are “built to suit” the unique challenges and characteristics of the project and in a workable and user friendly format to best communicate all aspects of cost. 1.03 Cost models will contain all required direct and indirect construction costs as well as project cost factors and allowances for contingencies and escalation. The model will account for all project conditions (sub contract and general pool, delivery method, schedule, owner requirements, site restraints / logistics) as well as all market variables (credit markets, energy and commodity trends, global impacts, etc.).. Task 2.0 Miscellaneous Services – As Needed Basis 2.01 Benchmarking Studies 2.02 Conceptual Estimating 2.03 Detailed Milestone Estimating 2.04 Value Engineering 2.05 Reconciliation with GC or third-party estimators 2.06 GMP and Bid Reviews 2.07 Change Order Evaluations 2.08 Bid Review 2.09 Post Contract Cost Management City of Cupertino Cost Management ccorpusa.com Methodology and technology for estimating. The delivery of each project on-budget, on-schedule, and on-quality is our primary goal for every client. This means much more than administering a project through weekly site visits, attending meetings, and taking notes. Cumming’s project managers proactively lead, challenge, motivate and direct teams to generate superb results that save money and time, mitigate risk, and achieve our clients’ delivery goals. We are advocates for our clients and we take great pride and ownership in everything we do. We are pro-active leaders and ensure that the documents used to manage the process are clearly incorporated in the contracts with consultants and the contracting community. Setting expectations upfront and early is a key to a project’s success. The Cumming approach is founded on principal involvement, and our staffing plans vary from project to project and adjust to meet the needs of our clients and the project’s specifics. All projects are led by an executive (VP- level), and supported by a day-to-day Project Manager and Cost Manager who will be intricately involved in the project from inception through completion. As projects of this type always have ups and downs in terms of involvement, the dedicated team is supported by localized resources of dedicated project, cost, and schedule management staff to drive our overall efforts and meet tight impactful deadlines. One of our immediate tasks upon engagement is to set up a project governance structure that encourages efficient, thoughtful, and proactive decision-making. This governance structure guides not only the relationship between Cumming and ownership, but the entire project relationship for all other consultants, including but not limited to the architect, construction manager (CM), engineers, and FF&E and specialty consultants. It takes into account the corporate structure of clients, the key internal and external stakeholders that must be engaged, and establishes a workflow cadence that is agreed upon at the outset of a project. We look to manage the relationship with the Client as a partnership, with the executive driving this at the corporate level, and the cost management lead on a day-to-day level. Continuous improvement is rooted in our DNA, and beyond advocating daily feedback, the Cumming executive will participate in a monthly meeting with the Client’s lead and our team lead. On a quarterly basis, an independent review will happen in the form of a one-page feedback session. Cumming also worked with clients to establish project KPI’s, and in doing so, we emphasize the word key – it has to be essential to achieve the aim of project delivery with compliance. During quarterly reviews, the KPIs are systematically measured and reported on. On an annual basis we reevaluate with the Client what is the key that really makes a difference and realign with the needs of the program. KPIs cannot be static, they adjust as projects evolve. When required, pull together a specialist “task force” of team members that are highly well-versed in a particular aspect of the project – from an understanding of the local market, to the specifics of MEP estimating, to negotiating skills with subcontractors. City of Cupertino Cost Management ccorpusa.com U.S. CONSTRUCTION MARKET MARKET SNAPSHOT Q4 - 2019 NEW YORK, NY Construction in NYC is continuing to slow down, with seeing a yearly low back in April. As mentioned in our last projections expecting this to continue into 2022. 2019 has report, new legislation has come into force with regards to seen a large drop in the residential markets; however, in 2020, health and safety, particularly the reporting of incidents, and Total Construction Market Volume by Sector (x $1m, Nominalized 2012$) Annual Volume (x$1m, 2012$) * This includes religious buildings, amusement, government communications and public recreation projects. Construction Spending Index 2010-2021 (2010=1.0) Pre-Construction Phase Methodology During the pre-design and design phases, our team will confer with your staff concerning specific project goals relative to project scope, project budget, project schedule, design concepts, and quality as a basis for formulating a detailed development plan for the project. One of the main objectives during this period is to provide a conceptual cost budget and a preliminary “Critical Path Method” development schedule for the project. Cumming will also assist the design team with the evaluation of proposed systems, equipment and materials, and will advise you on alternatives to optimize cost effectiveness, quality standards and system life cycle costs and benefits (value engineering). Budget and Cost Management In order to provide reliable cost management services, a thorough understanding of the global, national, and local markets for such specific drivers as material commodities, availability and cost, as well as labor availability and cost—which can and do affect the cost of a project—must be tracked and known. Cumming starts by developing a crew-based database system that utilizes current local labor rates, workers compensation, sales tax, subcontractor mark-ups, equipment pricing, material pricing, adjustments for productivity, core inflation, access to materials, and other special circumstances. Our internal economist continuously tracks global, national, and regional trends on a monthly basis, including U.S. dollar exchange rates, energy costs, global demand, construction volume, labor availability, and material costs. This is further enhanced by our program- or project-specific local market study, which is used to develop data specific to the program or project. Cumming adheres to the following guidelines of good cost management: A thorough understanding of the project goals, deadlines, and scope: Cumming works with the client at the earliest phases of the project in order to thoroughly understand the goals for the project, the constraints and milestones that need to be met, and the scope of work to be delivered. Detailed early design estimates: Cumming works with the project team early in the design process to develop detailed cost plans across all divisions of work, thereby reducing or eliminating the use of cost-per-square-foot or lump-sum line items whenever possible. By working with the team to provide detailed line items and budgets, this allows Cumming to guide the team throughout design following an established cost plan in order to make informed decisions. Proactive participation through the life of the project: Using the established cost plan, Cumming works with the project team throughout design, listening in on interim team meetings and stepping in when changes occur that alter the agreed upon cost plan. This interim participation reduces or eliminates the surprises that come with milestone cost estimating when final design plans come out, saving the project both time and money. Value management/cost trade-offs during the life of the project: Value management is not only helpful when a project needs to cut costs. Cumming’s cost management team constantly looks for opportunities to add value to projects by utilizing cost trade-off analysis through material substitutions, alternate means or methods, and life-cycle cost analysis. Continued assistance through the bid phase and construction: Getting a project to the contractor does not guarantee success. Cumming has extensive experience working with the project team to evaluate contractor bidding, schedule of values, buyout strategy, and change orders to keep the project on track. Keeping an eye on the total project costs at all times: Delivering construction costs on budget is only part of the solution. If the construction budget is met but the other budgets are not, the project does not succeed. Cumming’s cost management team has extensive experience both budgeting and managing the total project costs for our clients. Estimate Development Upon completion of the quantity take-off, market analysis, and collection of local pricing data, Cumming’s estimators input the data into our estimating system. Cumming sets up the estimate Work Breakdown System (WBS) to best accommodate the needs of the project and to match the formats of other project estimates. Project general conditions, general requirements, mark-ups, contingencies, and escalation factors are added as required to provide a complete, total estimated construction cost. City of Cupertino Cost Management ccorpusa.com Estimate QA/QC Once the estimating data has been compiled into the estimating system, the estimate is thoroughly reviewed by the estimating team, the project manager, the vertical project leader, and an independent reviewer. A detailed review and comparison of gross floor areas, comparisons with similar projects or similar scopes of work and previous phase estimates are performed to ensure accuracy. Areas of difference between previous estimates are identified and documented in our variance reports. Publish Estimate Upon completion of our internal QA/QC process, the estimate is published and distributed to the project delivery team. Estimate Review with Project Team Upon completion and delivery of the estimate, the Cumming estimating team will meet with the project delivery team to thoroughly review the estimate detail, costs, assumptions, and allowances to ensure the estimate is a complete representation of both the documents and the intent of the design. Any identified changes and adjustments will be made, and a final revised estimate will be published. Estimate Reconciliation Cumming’s cost management group will review and provide a detailed comparison between our estimates and the estimates prepared by others (design team, CM, and other independent estimators). We will identify areas of difference and meet with the project delivery team and other estimators to thoroughly review the estimates, assumptions, and areas of difference. Working with the team, we will reconcile our estimate with the other parties’ estimates on a detailed, division by division level. This detailed reconciliation ensures that all parties are on the same page and possess a thorough understanding of the project. This helps eliminate unknowns and incorrect assumptions that often lead to cost creep later in the project. Upon completion of reconciliation, we will make required modifications and re-issue the estimate along with a summary report of the reconciliation. Cumming’s proactive cost management approach assures our clients that they are getting the most value for their invested dollar, accurate pricing based upon local market analysis and understanding of the national economy, and a proven process that is timeless and delivers the goals and objectives set by the project owner—on time, on budget, and within the quality standards established at the beginning of the project. Exceeding Expectations Cumming’s approach to managing the team rests on a foundation of effective communication and teamwork. To facilitate this approach, we clearly define the roles and responsibilities of all parties at the start of the project so that everyone has an opportunity to meet expectations. During the design phase each discipline lead must attend design phase progress meetings which are typically scheduled on a weekly basis. Representatives are held accountable for assigned action items based on due dates tracked to the overall design phase milestone schedule. Weekly meeting minutes are distributed timely and follow- up on action items occurs in advance of the next meeting to keep progress on track. We work closely with all consultants to ensure that each team participant is performing according to the expectations of the Owner and meeting the terms of the contract. City of Cupertino Cost Management ccorpusa.com Software for Cost Control, Forecasting, and Reporting Estimating Cumming is extremely adept in all technology-based measurement and estimating systems. Dependent upon our client’s preferences, we easily adapt to new software and enlist an internal champion to ensure our team members are well trained and comfortable within the systems. Our current in-house tools for measurement and estimating include OST, Bluebeam, CostX, Destini Estimator, and D-Profiler. Project Controls The software programs used by Cumming are comprised of industry-leading collaborative systems including the following programs: We reduce risk and uncertainty by providing solutions to benefit our clients. CAPP Analytics and our project controls solutions provide the following benefits: •Better project visibility from enterprise aspect •Standardization of best practices •Predictable outcomes that enable corrective actions •Prolog •Procure •Proliance •e-Builder •PM Web •Unifier •Encouragement of “top down” viewpoint of project success/issues •Earlier anticipation = greater impact on We also have in-house proprietary software: CAPP Analytics, which we use for Project Controls, and CAPP Database, which we use for benchmarking. We also have in-house software engineers that help us develop IT solutions for our clients and manage continued development of our proprietary systems to suit clients’ needs. Our flexibility in the use of these informational systems allows complete agility to interface with and meet our clients’ requirements. We have our own in-house software developer, Jorge Aulestia De Faria who, along with his team, has developed a number of software systems for Cumming’s use and more, specifically for some of our leading clients. Cumming provides this enhanced level of support to our clients, along with database assistants to work with our Quantity Surveying and Estimating team. controlling costs and schedule •Informed decision-making and transparency •Integration with your culture •Improved collaboration •Enables “what-if” scenario planning •Generates cost savings KPI Overview Building 36-A Upgrade Budget Committed Balance $ 110.3M $ 38.8M $ 71.5M www.ccorpusa.com 2022 HOURLY RATES PROJECT MANAGEMENT DISCIPLINE HOURLY RATE Vice President $315.00 Managing Director / Project Director / Senior Director $240.00 Senior Scheduler $215.00 Senior Project Manager / Associate Director $205.00 Project Manager $190.00 Scheduler $190.00 Project Engineer / Assistant Project Manager $160.00 Project Coordinator / Intern $120.00 Administration / Clerk $80.00 COST MANAGEMENT DISCIPLINE HOURLY RATE Vice President $315.00 Managing Director / Director / Regional Director $240.00 Associate Director $215.00 Senior Cost Manager $195.00 Cost Manager $180.00 Assistant Cost Manager / Estimating Technician / Intern $115.00 DISPUTE RESOLUTION & AVOIDANCE DISCIPLINE HOURLY RATE Vice President / Director $330.00 Senior Consultant / Associate Director $230.00 Consultant $200.00 Coordinator / Document Control $170.00 EXHIBIT B SERVICE ORDER PROCESS 4Leaf, Inc. Exhibit B-Service Order Process Construction Management Services 2020-22 Page 1 of 1 The CONSULTANT shall provide services under this Master Agreement on an “as needed” basis and only (1) upon written request from the CITY’s Director of Public Works or authorized Agent as defined in Section 14 , Project Coordination, and (2) as defined in a fully executed Service Order.. SECTION 1- SERVICE ORDER INITIATION A. The City Public Works Director or his designee shall provide written request for Consultant services as defined in this agreement. The Consultant and City shall meet to discuss the services after which the consultant shall provide a written proposal including specific scope of services, performance schedule, and compensation to the City. B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of the Service Order. C. The City shall prepare a Project Service Order consistent with the City’s standard form, Service Order, and Attachment A. The Service Order shall, at a minimum, include (1) specific scope of services, deliverables, schedule of performance, and compensation. SECTION 2- SERVICE ORDER EXECUTION D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Section 14 of the Master Agreement, Project Coordination, and the date signed. E. The Consultant shall begin work on the scope of services only after receipt of a fully executed authorized Service Order defining those services. Consultant understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City. F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the Master Agreement. CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MA Date:Master Agreement Contract #: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget : SO Acc't #:PO #: Project #:Date: Approvals Signatures: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance:Date: Encumbrance this Service Order: MA End Date: Consultant/ Contractor Manager/ Supervisor: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: City of Cupertino Master Agreement Service Order 191002 n Choose Insurance Requirements for Professional/Specialized Services Agreement Version: Sept. 2019 Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non- contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO CG 20 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. (Not required if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement Version: Sept. 2019 available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: 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) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE The Continental Insurance Company American Casualty Company or Reading PA Berkshire Hathaway Specialty Ins Co Continental Casualty Company 1/21/2022 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC 1 Polaris Way #300 Aliso Viejo, CA 92656 Stephanie M Holly 949-540-6947 OCcerts@marshmma.com Cumming Management Group, Inc. 25220 Hancock Avenue Suite 440 Murrieta, CA 92562 35289 20427 22276 20443 A X X X X X 6056835935 12/31/2021 12/31/2022 1,000,000 300,000 15,000 1,000,000 2,000,000 2,000,000 D X X X X X 6056835949 12/31/2021 12/31/2022 1,000,000 A X X X 5,000 X X 6020879487 12/31/2021 12/31/2022 5,000,000 5,000,000 B B N X X 6056835952 6056835966 12/31/2021 12/31/2021 12/31/2022 12/31/2022 X 1,000,000 1,000,000 1,000,000 C Professional E&O Retro 11/07/2006 47EPP31356502 12/31/2021 12/31/2022 $5,000,000 per Claim $5,000,000 Policy Agg $250,000 Retention City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as Additional Insured on General Liability, per the attached endorsement CNA75079XX (1-15); Automobile Liability per the attached endorsement CNA71527XX (10-12); and Umbrella Liability per the attached endorsement CNA75504XX (03-2015). General Liability Insurance is Primary and Non-Contributory, per the attached endorsement CNA75079XX (1-15). Waiver of Subrogation applies on General Liability, per the (See Attached Descriptions) City of Cupertino 10300 Torre Ave. Cupertino, CA 95014-0000 1 of 2 #S9238639/M9104808 CUMMIGROUPClient#: 423679 WOGIT 1 of 2 #S9238639/M9104808 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) attached endorsement CNA74879XX (1-15); Auto Liability, per the attached endorsement CA 04 44 10 13; Umbrella Liability per the attached endorsement CNA75504XX (03-2015); and Workers Compensation, per the attached endorsement G-19160-B. 30 days Notice of Cancellation for non-payment of premium applies per the attached endorsement CNA75014XX (01-2015). 2 of 2 #S9238639/M9104808 INSURED: POLICY #: POLICY PERIOD: TO Cumming Management Group, Inc. 6056835935 12/31/2021 12/31/2022 INSURED: POLICY #: POLICY PERIOD: TO: Cumming Management Group, Inc. 6056835935 12/31/2021 12/31/2022 It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the policy remain unchanged. © Copyright CNA All Rights Reserved. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. POLICY HOLDER NOTICE – COUNTRYWIDE INSURED: POLICY#:POLICY PERIOD: TO: Cumming Management Group, Inc. 6056835935 12/31/2021 12/31/2022 General Aggregate Limit - Per Project Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. For each single construction or service project away from premises the Named Insured owns or rents, a separate Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: A. all damages under Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard; and B. all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Project General Aggregate Limit applicable to any other project. II.All: A. damages under Coverage B, regardless of the number of locations or projects involved; B. damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single project, except damages because of bodily injury or property damage included in the products-completed operations hazard; and C. medical expenses under Coverage C, caused by accidents which cannot be attributed solely to ongoing operations at a single project, will reduce the General Aggregate Limit shown in the Declarations. III.The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular project. IV.When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. V. If a single construction or service project away from premises owned by or rented to the Named Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, such project will still be deemed to be the same project. VI.The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75061XX (1-15) Page 1 of 1 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. INSURED: POLICY#:POLICY PERIOD: TO: Cumming Management Group, Inc. 6056835935 12/31/2021 12/31/2022 General Aggregate Limit - Per Location Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. For each single location, a separate Location General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: A. all damages under Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard; and B. all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit applicable to any other location. II.All: 1. damages under Coverage B, regardless of the number of locations or projects involved; 2. damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 3.medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a particular location, will reduce the General Aggregate Limit shown in the Declarations. III.The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a single location. IV.When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of locations involved. V. For the purposes of this endorsement, the following Definition is added: Location means premises owned by or rented to the Named Insured involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. Location does not mean any operation or project away from premises owned by or rented to the Named Insured. VI.The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75059XX (1-15) Page 1 of 1 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. INSURED: POLICY#: POLICY PERIOD: TO: Cumming Management Group, Inc. 6056835935 12/31/2021 12/31/2022 INSURED: POLICY #: POLICY PERIOD: TO: ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE 1.In conformance with paragraph A.1.c. of Who Is An Insured of Section II – LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2.The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the “accident” for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. CNA71527XX (10-12) Page 1 © CNA All Rights Reserved. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS Cumming Management Group, Inc. 6056835949 12/31/2021 12/31/2022 INSURED: POLICY #: POLICY PERIOD: TO 6056835949 12/31/2022 Cumming Management Group, Inc. Cumming Management Group, Inc. 12/31/2021 12/31/2021 Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 0%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Endorsement No: 3; Page: 1 of 1 Policy No: WC 6 56835966 Policy Effective Date: Policy Page: 31 of 46 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: G-19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: © Copyright CNA All Rights Reserved. INSURED: POLICY PERIOD:TO Cumming Management Group, Inc. 12/31/2021 12/31/2021 12/31/2022 Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Endorsement No: 12; Page: 1 of 1 Policy No: WC 6 56835952 Policy Effective Date: Policy Page: 116 of 191 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Form No: WC 00 03 13 (04-1984) Endorsement Effective Date: Endorsement Expiration Date: Copyright 1983 National Council on Compensation Insurance. INSURED: POLICY PERIOD:TO Cumming Management Group, Inc. 12/31/2021 12/31/2021 12/31/2022 CNA Paramount Excess and Umbrella Liability Policy v. vi. 3. P. Q. a. b. c. R. S. T. 1. 2. U. or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer’s prior consent. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B – Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer’s approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A – Excess Follow Form Liability only, if: the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; Underlying Insurance includes that person or entity as an additional insured; and Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. Premium All premium charges under this Policy will be computed according to the Insurer’s rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 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: as if each Named Insured were the only Named Insured; and separately to each Insured against whom a claim is made. Transfer of Interest Form No: CNA75504XX (03-2015) © Copyright CNA All Rights Reserved. INSURED: POLICY #: POLICY PERIOD: TO: 12/31/202212/31/2021 Cumming Management Group, Inc. 6020879487 CNA Paramount Excess and Umbrella Liability Policy V. W. 1. 2. VII. A. B. A. B. A. Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. Unintentional Omission Based on Insurer’s reliance on the Named Insured’s representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: is in effect or becomes effective during the policy period; and was executed prior to loss. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured’s goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: notices that are published include material placed on the Internet or on similar electronic means of communication; and regarding web-sites, only that part of a web-site that is about the Named Insured’s goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer’s consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured’s risk management or in-house general counsel’s office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: suit; or Form No:Policy No: Policy Effective Date: Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 CNA75504XX (03-2015) © Copyright CNA All Rights Reserved. INSURED: POLICY#:POLICY PERIOD: TO: Cumming Management Group, Inc. 12/31/202212/31/2021 12/31/2021 6020879487 6020879487 Cumming Management Group for Cost Estimating Services & Subdivision Map Reviews for Various City Projects Final Audit Report 2022-02-08 Created:2022-02-08 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAMHFJ51pPqn_7rWAebM4xwRiUYyZPsEC3 "Cumming Management Group for Cost Estimating Services & S ubdivision Map Reviews for Various City Projects" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-02-08 - 3:00:22 AM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2022-02-08 - 3:02:56 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2022-02-08 - 3:03:49 AM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-02-08 - 3:03:52 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-02-08 - 3:22:25 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to John Olsson (jolsson@cumming-group.com) for signature 2022-02-08 - 3:22:30 PM GMT Email viewed by John Olsson (jolsson@cumming-group.com) 2022-02-08 - 4:38:51 PM GMT- IP address: 185.223.56.99 Document e-signed by John Olsson (jolsson@cumming-group.com) Signature Date: 2022-02-08 - 4:41:54 PM GMT - Time Source: server- IP address: 73.222.54.249 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2022-02-08 - 4:41:57 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2022-02-08 - 4:52:49 PM GMT- IP address: 172.225.87.23 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-02-08 - 5:11:51 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Jimmy Tan, P.E. (jimmyt@cupertino.org) for signature 2022-02-08 - 5:11:54 PM GMT Email viewed by Jimmy Tan, P.E. (jimmyt@cupertino.org) 2022-02-08 - 5:29:02 PM GMT- IP address: 104.47.73.126 Document e-signed by Jimmy Tan, P.E. (jimmyt@cupertino.org) Signature Date: 2022-02-08 - 5:29:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-02-08 - 5:29:38 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-02-08 - 5:34:26 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-02-08 - 5:34:35 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-02-08 - 5:34:35 PM GMT