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12-130 Russell D. Mitchell & Associates Inc. Agreement for consulting services for irrigation design AGREEMENT BETWEEN THE CITY OF CUPERTINO AND RUSSELL D. - _ - : ASSOCIATES INC.FOR CONSULTANT SERVICES FOR / IRRIGATION DESIGN /JDp-0D QO b THIS AGREEMENT,for reference dai:ed November 5, 2012,is by and between CITY OF CUPERTINO, a municipal corporation(hereinafter referred to as"City"), and Russell D.Mitchell&Associates,Inc., a California corporation whose address is 2760 Camino Diablo,Walnut Creek CA 94597(hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained,experienced and competent to perform the special services which will be required by this Agreement;and C. Consultant possesses the skill, experience, ability,background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for irrigation design services for Blackberry Farm Golf Course Irrigation Upgrades,Project 9139, upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on November 5,2012,and shall terminate on December 31,2014, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit A titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFOMRANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit C, titled "Schedule of Performance", which is attached hereto and incorporated herein by this reference. Page 1 of 10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement 4. COMPENSATION TO CONSULTANT: The compensation to be paid to Consultant for professional Services and reimbursable expenses shall be a lump sum not to exceed Thirty Nine Thousand Two Hundred Fifteen Dollars ($39,215.00) for Basic Services inclusive of Reimbursable Expenses. An Additional Services allowance of Four Thousand Seven Hundred Eighty Five Dollars ($4,785.00) is also included for potential Services that would exceed the basic scope. Such Additional Services shall only be performed upon advance written authorization by City. Total Fees shall not exceed Forty Four Thousand Dollars ($44,000.00). The rate of payment is set out in Exhibit B, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant,except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees,including but not limited to,unemployment insurance, workers' compensation plans,vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, Page 2of10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement pursuant to all applicable IRCA or other federal or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race,religious creed, color,national origin, ancestry,handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. The Park Restoration and Improvement Manager, Gail Seeds, is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall ass;:gn a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall b€ subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Russell Mitchell. 11. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees Page 3 10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A,B, C, D and E. Such certificates,which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriai:e coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. Page 4 pf 10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,C00 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts,errors and omissions of Consultant in the amount of at least$1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. Page 5 of 10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement D. ADDITIONAL INSURED: City, its City Council,boards and commissions, officers,employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant 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 without said consent shall be null and void, and any assignee, sublessee,hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment,hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy,which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent(50%) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be Page 6of10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certi ficates and licenses including,but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draft,work product, map, record and other document,hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to 1:his Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project;and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original,which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs,expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in Page 7 Jf 10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three(3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid,registered or certified, addressed as hereinafter provided. All notices, demands,requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Director of Public Works All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Russell D. Mitchell&Associates 2760 Camino Diablo Walnut Creek,CA 94597 Attention: Russell Mitchell 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven(7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement,each party shall pay to the other party that Page 8 Df 10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted,exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein,whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 25. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee,which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. Page 9of10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 26. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 27. CAPTIONS: The captions 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. q P.O. No.: ` 7 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO Russell D. Mitchell&Associates,Inc. A Municipal Corporation B �) E,y: Title: �-Y i'-,>i dtit Title: Director of Public Works Date: g 2' /2 Date: t 1 Tax I.D. No.: W-21-'3 7/12 APPROVED AS TO FORM: Address:'/7 6 0 e/ 17//IQ 7/,st,4 , 4), /Hu t Crag (11 - A. - ‘ ,#) Ci Attorney ATTEST: City Clerk Contract Amount: $44,000.00 Account No. : 560-9139-9300 Page 10 of 10 Russell D.Mitchell&Assoc.—City of Cupertino Services Agreement EXHIBIT A SCOPE OF WORK and FEE For Design and Construction Administration Services for Blackberry Farm Golf Course Irrigation Upgrades,Project 9139 Working with Public Works staff of the City of Cupertino(hereinafter referred to as City), Russell Mitchell&Associates, Inc. (herein after referred to as RMA)will complete the following phases: Phase One Preliminary Investigation and Conceptual Design Phase Two Design Development Phase Three Construction Documents Phase Four Bidding Phase Five Construction Administration Phase Six Record Drawing Preparation Phase Seven Irrigation System Programming RMA will prepare plans for the implementation of the Blackberry Farm Golf Course Irrigation Upgrades Project as described below.RMA will act as the Prime Consultant for this project and will subcontract with any subconsultants only upon securing approval by City in advance. Throughout the project RMA will coordinate with City staff and any City representatives, consultants or contractors as needed. RMA will prepare a design and construction documents that are complete and comprehensively detailed,and will support a successful construction phase working with a low bid contractor in a public works setting. Among the project goals are: • Reduce current water usage significantly • Achieve water cost savings • Respond to temperature and weather conditions and adjust water use accordingly • Provide proper watering levels for greens,tees,fairways and rough areas • Minimize any runoff • Support healthy turf year round • Have a long service life • Provide a reliable and durable system • Reduce maintenance demand • Protect existing mature trees • Protect the creek corridor and its resources including special status wildlife • Conduct construction in a manner that allows course play to continue as extensively as feasible,and is minimally intrusive to trees and turf. Trenchless installation methods are encouraged. The project design is also to accommodate: • Upcoming renovation of the golf course ponds in a second phase project Russell D.Mitchell&Assoc.—City of Cupertino Page 1 of 6 Exhibit A Services Agreement • Opportunity to add use of well water as an irrigation water supply when an existing well is reactivated in a second phase project • Simultaneous construction of creek restoration, sewer main relocation, parking improvements,and a new trail along portions of the golf course Phase One—Preliminary Investigation and Conceptual Design a. Attend one design team kick-off meeting with appropriate City staff to introduce the team and discuss the topics such as project goals,program,timeline, communication, applicable City standards,potential conditions of approval,and process for securing approvals. b. Collect existing background documents from the City including reports, plans,and base information as available. c. Prepare electronic and printed base sheets for site evaluation and suitable for use in upcoming construction plan and specification package. 2005 topographic data previously prepared for the site and 2011 topographic data secured along the west edge of the site may be used as appropriate. d. Visit site with base map from above and identify any utilities, special features or constraints that would affect design work. e. Visit site and confirm vertical/horizontal locations/elevations of critical features such as greens, tee boxes, as needed to prepare accurate construction documents suitable for low-bid construction. f. Prepare and submit a concept document indicating major elements and components and proposed locations. g. Refine the concept if needed based on feedback from City and constraints or opportunities identified above. Submit refined concept plan to City. Phase Two—Design Development a. Refine the concept and develop Design Development plans for the proposed improvements. Submittal is expected to include the following plans or items: 1. Cover Sheet 2. Existing Conditions 3. Demolition, Clearing and Site Preparation Plan as needed 4. Site Plan 5. Irrigation Plan with preliminary irrigation layout 6. Erosion Control Plan or details 7. Draft Technical Specifications in CSI format 8. Special Conditions document for inclusion as needed. NOTE: City will prepare Division 0 and 1 including General Conditions"front end"and bid documents portion of the project manual. 9. Draft Bid Schedule b. Submit two(2)sets of full size plans and four(4)sets of 50%reduced 11"x 17" plans to City.One set each size is to be unbound. Also submit plans in pdf format. Submit six Russell D.Mitchell&Assoc.—City of Cupertino Page 2 of 6 Exhibit A Services Agreement (6)sets of Technical Specifications and Bid Schedule,one or more of each unbound, and submit specifications in Word format and Bid Schedule in Word or Excel format. c. Develop full size plans,at a standard scale that is acceptable to City,which fit onto maximum 22" x 34"sheets,inclusive of adequate margins. Format shall be such that 50%reduced plans on 11" x 17" sheets will scale at 50%of original size, and provide adequate margins for reproduction on conventional photocopy machines including a wider left side margin which allows for binding. d. Specifications for the desired valve-in-head irrigation control system shall be complete and comprehensive, and shall be such that high quality suppliers/equipment will meet or exceed the requirements and lesser quality ones will not. A sole-source approach is not suitable,nor is a simple"System XX by manufacturer YY or equal." e. Coordinate with utility owners to determine process for water and electrical connections. f. Identify anticipated construction access and staging area needs and recommend strategy for addressing. Confer with City regarding coordinating the work of this project with expected simultaneous construction of creek widening and trail construction. g. Recommend strategies for keeping course as fully in play as feasible. h. Prepare and submit a construction cost estimate based on Design Development plans. Separately identify inflation,escalation and soft costs. Confer with City staff by telephone as needed to review and clarify cost estimate. i. Meet with City in City offices or at the site one time during the Design Development Phase to present,review and collaborate on the project and collect feedback on plans and specifications. Phase Three—Construction Documents This phase begins once the design development package has been approved by City. Environmental clearance and permitting requirements as applicable should be identified prior to commencement of the construction documents task. a. Prepare construction drawings to 95%completion for review by City. 95%Construction Documents will include: 1. Cover Sheet 2. Existing Conditions Plan 3. Site Plan 4. Demolition, Clearing and Site Preparation Plan as needed 5. Erosion Control Plan or details,and creek water/storm water quality protection measures as needed 6. Irrigation Plan 7. Construction Details 8. Technical Specifications in the Construction Specification Institute (CSI)format or format as acceptable to City, one set unbound, 6 sets bound.NOTE: City to prepare Division 0 and 1 and all general conditions"front end" and bid Russell D.Mitchell&Assoc.—City of Cupertino Page 3 of 6 Exhibit A Services Agreement documents portion of the project manual. RMA shall assist City in preparing Statement of Qualifications requirements for the prime contractor and any designated subcontractors. 9. Final Bid Schedule b. Submit two(2) sets of full size plans and four(4)sets of 50%reduced 11"x 17" plans to City. One set each size is to be unbound. Also submit plans in pdf format and specifications in Word format. c. Collect comments and feedback from City on 95%plans and technical specifications. Confer by telephone to clarify understanding of comments. d. Per review comments,revise drawings and specifications and resubmit six(6) sets of each at 100%complete,biddable plans and specifications in same hard copy formats and electronic formats as above for back check by City. Submit CAD and pdf files of plans. e. Prepare updated detailed estimate of construction cost. f. Incorporate final or backcheck comment s by City,if any. If comments occurred, submit finalized bid documents as follows: one unbound full size set of plans,one unbound and two bound 50%reduced 11" x 17" sets of plans,one unbound set of technical specifications,updated specifications as Word files, and updated plans as both CAD and pdf files. g. Provide one original wet-signed set of bid set plans and specifications to City of final bid set documents. Phase Four—Bidding a. Assist City in advertising for bids,including the preparation of notice to bidders. b. As requested,provide disk and pdf or electronic format suitable as acceptable to City for use in electronic plan distribution for distribution of plan sets, specifications and addenda to all bidders and plan rooms. c. Attend one pre-bid meeting on site. Assist City in recording any questions brought up that may need to be addressed by addenda. d. As requested by City,respond to written questions from bidders through the preparation and distribution of numbered addenda via standard City procedures. RMA is not to respond to bidder inquiries directly and shall refer contractor inquiries to City staff. Only bidder questions that are forwarded to RMA by City are to be responded to. e. Assist the City with review of contractor's compliance with qualification and license requirements. f. As requested,review bids and assist the City in determining lowest responsible and responsible bidder. g. If the lowest responsive,responsible bid exceeds the construction budget by more than fifteen percent(15%),RMA shall,if directed by the City,submit without additional cost to the City, revised Construction Document;reflecting changes,approved by the City, to Russell D.Mitchell&Assoc.—City of Cupertino Page 4 of 6 Exhibit A Services Agreement reduce the construction costs to within the construction budget.The City acknowledges that RMA does not control market conditions and agrees that they may allow reductions in scope in order to meet the City's construction budget. Phase Five—Construction Administration a. Attend one pre-construction meeting with the City and the contractor. City will take notes on action items and record key topics of the meeting. b. Attend a construction meeting at twice monthly,or as otherwise acceptable to City, and check the progress of the project. c. Review construction phase submittals, shop drawings and change order materials. d. Visit the site for observation and verification of compliance with the plans and specifications up to 4 times at key milestones during the construction. Should additional site visits be required they will be provided under an amendment to the agreement or as an Additional Service. e. Provide plan clarifications through the RFI(Request for Information)process and provide written responses. f. After notification from contractor that the project is substantially complete,attend a punchlist walkthrough to verify completion of project in compliance with the plans and specifications. g. Coordinate with City to provide a written formal punchlist based on the above walkthrough. h. After notification of completion of punchlist:work,meet at the site with the City and contractor to verify completion of the punchlist items.At the conclusion of this meeting a determination will be made whether or not the irrigation maintenance period can begin;if not,it will require an additional site inspection/review once uncompleted items in the punchlist have been completed and approved.This additional site inspection/review is not included within this scope of work as it would be back charged to the contractor.If it is necessary this will be billed as an Additional Service. i. Conduct final acceptance walk-through at the end of the maintenance period and provide a brief written report of conditions or any warranty work that may be necessary. Phase Six—Record Drawing Preparation a. Conduct GPS field survey of all constructed features and new/upgraded irrigation system for use in preparation of record drawings. b. Review contractor's submitted as-built redline plan information. Deliver copy of reviewed contractor redlined plan markups to City. c. Plot as-built conditions to create Record Drawings.Include GPS data collected at the site, and include red-line markup information submitted by contractor. Russell D.Mitchell&Assoc.—City of Cupertino Page 5 of 6 Exhibit A Services Agreement d. Submit completed Record Drawings in electronic formats acceptable to City(anticipated to be both current version of AutoCAD and pdf);one full size reproducible mylar set; and one 50%reduced size 11" x 17" set. Phase Seven—Irrigation System Programming a. Provide complete programming of central computer and control system for new irrigation system. Refine programming to satisfaction of City. Provide a demonstration and training session regarding system programming and operation to City staff and representatives. Additional Services RMA may provide additional services, as requested in advance by the City.Additional services will be negotiated separately based on the billing rates contained in the attached Rate Schedule. Additional services must be authorized in writing by the City prior to the commencement of work.Additional services may include,but are not limited to: 1. Unforeseen changes in the scope of work, design program,budget, or schedule 2. Attendance at meetings not listed above 3. Construction management 4. Other services not described within this scope of work. Services to be Provided by the City To support the design and construction of the project,the City will: 1. Designate a project manager and construction manager for the project 2. Provide such information regarding utilities, site features, and existing construction as is readily available from City records 3. Provide environmental clearance documents as may be required 4. Provide construction contract boilerplate Division 0 and 1 ("front end") in Microsoft Word format including General Conditions. Technical specifications and Special Conditions to be provided by RMA. 5. Review and comment upon RMA submittals including plans,specifications and estimates 6. Advertise construction contracts 7. Perform reviews of submittals by RMA:,n a timely manner 8. Prepare and execute the contract with the construction contractor selected pursuant to the bid process 9. Conduct construction management and day-to-day inspection of projects 10. Be responsible for determining amounts owing and for issuing payments to the construction contractor 11. Prepare and issue construction change orders 12. Coordinate reviews and approvals by external jurisdictional agencies as applicable. 13. Pay fees associated with securing approvals and permits for construction of the project Russell D.Mitchell&Assoc.—City of Cupertino Page 6 of 6 Exhibit A Services Agreement EXHIBIT B-1 COMPENSATION For Design and Construction Administration Services for Blackberry Farm Golf Course Irrigation Upgrades,Project 9139 Fees for the work tasks noted in Exhibit A are as follows: Phase One—Preliminary and Conceptual Design $1,715.00 Phase Two—Design Development $3,500.00 Phase Three—Construction Documents $8,000.00 Phase Four—Bidding $1,100.00 Phase Five—Construction Administration $8,100.00 Phase Six—Record Document Preparation $8,500.00 Phase Seven—Irrigation System Programming $4,800.00 Total Proposed Fees,Base Scope $39,215.00 Additional Services Allowance $4,785.00 Total Not-to Exceed Contract Fee $44,000.00 Reimbursable Expenses Included in the fees are costs of travel, telephone, facsimile,plotting, printing,reproduction, shipping,postage, delivery costs and all other typical expenses associated with the project scope. Customary reimbursable expenses are inc,uded in the cost of each phase of the scope noted above. Additional Services RMA may provide additional services, as requested in advance by the City. Additional services will be negotiated separately based on the billing rates contained in the attached Rate Schedule. Additional services for this contract not to exceed$4,785 and must be authorized in writing by the City prior to the commencement of work. Russell D.Mitchell&Assoc.—City of Cupertino Page 1 of 1 Exhibit B-1 Services Agreement RUSSELL D MITCHELL ASSOCIATES, IIVC. 2760 Camino Diablo Walnut Creek, California 94597 RMA Phone(925)939-3985 Email: Fax(925)932-5671 RMA @RMAIRRIGATION.COM EXHIBIT B-2 BLACKBERRY FARM GOLF COURSE IRRIGATION UPGRADES RATE SCHEDULE November 2012 Russell D. Mitchell $145.00/hr. Christopher Mitchell $125.00/hr. Carlos Garcia $65.00/hr. Exhibit B-2 Page 1 of 1 IRRIGATION DESIGN •CONSULTATION •SUPERW S'ON •EVALUATION nsu EXHIBTT C SCHEDULE of PERFORMANCE For Design and Construction Administration Services for Blackberry Farm Golf Course Irrigation Upgrades,Project 9139 Anticipated schedule for work tasks is as follows: Phase One—Preliminary and Conceptual Design begin Nov.2012 Concept Document submittal 2nd week Dec. 2012 Phase Two—Design Development begin Jan. 1,2013 Design Development submittal last week Jan.2013 Phase Three—Construction Documents begin mid Feb.2013 Bid Documents submittal last week May 2013 Phase Four—Bidding July 2013 Phase Five—Construction Administration late Sept.—Dec. 2013 Phase Six—Record Document Preparation Dec. 2013 Phase Seven—Irrigation System Programming as soon as system is available Russell D.Mitchell&Assoc.—City of Cupertino Page 1 of 1 Exhibit C Services Agreement A °RD CERTIFICATE OF LIABILITY INSURANCE 20NY Y)9A261 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE. A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Teresa Hell el NAME: Heupel Insurance Inc F'HONE No): (303)756-9909 I F AIC. (303)756-8618 .1p/C.No.Est): ( 1777 S Harrison St #700 E-MAIL icanhel @kellerlowr ADDRESS: P y'com INSURER(S)AFFORDING COVERAGE NAIC# Denver CO 80210 imsuRERADarwin Select Ins Co 24319 INSURED INSURER B Russell D. Mitchell & Assoc. , Inc. INSURER C: 2760 Camono Diablo INSURER D: INSURER E: _ Walnut Creek CA 94596 INSURER F: COVERAGES CERTIFICATE NUMBER:12-13 E&O REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PRMMGE TO RENTED PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY .$ GENERAL AGGREGATE $ GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 7 POLICY Ti PEf T- n LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS _ AUTOS (Per accident) UMBRELLA LIAB — OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I WC STATU- I 10TH- AND AND EMPLOYERS'LIABILITY Y I N ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A PROFESSIONAL LIABILITY 0305-5534 5/1/2012 5/1/2013 PER AGGREGATE/CLAIM $2,000,000 DED $10,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. City Hall, City Clerk's Office — Attn: Gail Seeds AUTHORIZED REPRESENTATIVE 10300 Torre Ave. Cupertino, CA 95014 T Sibelius CIC CRM/TM ACORD 25(2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 Minns)nt The AI'.niFl namc and Innn arc rcnictcrcrd markc of A((f1Rf RUSSDMI-01 MUAB A�,R°* CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/13/2012 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Automatic Data Processing Insurance Agency, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1 ADP Boulevard HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Roseland, NJ 07068 — IIVSURERS AFFORDING COVERAGE NAIC# INSURED Russell D. Mitchell &Associates, Inc. INSURER A:Travelers Property Casualty Company of 25674 2760 Camino Diablo INSURER B: Walnut Creek,CA 94597 INSURER C: INSURER D: INSURER E: COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSRD TYPE OF INSURANCE DATE(MM/DD/YYYY) DATE/MM/DD/YYYY1 GENERAL LIABILITY EACH OCCURRENCE $ I,t, • COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurence) $ CLAIMS MADE Li OCCUR MED EXP(My one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO n LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN IJ LIED 7924M51312 11/1/2012 11/1/2013 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If es,describe under 1,000,000 SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Job Reference:Blackberry Farm Golf Course CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN City of Cupertino NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Attention Gail Seeds-Dept.of Public Wor IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 10300 Torre Avenue REPRESENTATIVES. Cupertino, CA 95014- AUTHORIZED REPRESENTATIVE ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RUSSDMI-01 MUAB IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s),authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2009101) Client#: 651877 RUSSDMIT ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDIYYYY)11/14/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Michelle Vargas Hub International PHONE 9164704918 I FAX(A/C,No): 650-560-6390 INC,No,Ext): HUB Intl Insurance Serv. Inc. ADDRE ar as ADDRESS: g @ Michelle.V Hubinternational.com 1091 North Shoreline Blvd 200 IIDDRE INSURER(S)AFFORDING COVERAGE NAIL Mountain View,CA 94043 INSURER A:Golden Eagle Insurance Company 999999 INSURED INSURER B: Russell D Mitchell&Assoc — INSURER C: Inc. — INSURER D: 2760 Camino Diablo — Walnut Creek,CA 94597 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE. BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE t�D ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS {MM/DDIYYYY) (MMIDD/YYYY) A GENERAL UABILITY CBP7277608 08/29/2012 08/29/2013 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea o rrence) $300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $2,000,000 ^I POLICY n jE r n LOC $ A AUTOMOBILE LIABILITY CBP7277608 08/29/2012 08/29/2013 COMa acdBINdeED ntl SINGLE LIMIT $1 000'000 (E ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X NON-OWNED PROPERTY DAMAGE X HIRED AUTOS $ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- I I OTH- AND EMPLOYERS'UABLITY y/N TORY I IMffS FR ANY PROPRIETOR/PARTNERJEXECUTVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes desaibe under DESCRIPTION CF OPERATIONS bebw E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) The city, its City council, boards and commissions,officers,employees and volunteers are named as additionalinsureds with respects to liability per attached endorsement. CERTIFICATE HOLDER CANCELLATION CI of Cupertino,City Hall, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City p ty THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Clerks Office ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave. Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE _ I 474<e getOg i ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1931924/M1809509 MV41 Policy#CBP7277608 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL UABIUTY GOLD ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I—COVERAGES COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE UABIUTY 2. Exclusions Item 2.g. 2) is replaced with the following: 2.g. 2) A watercraft you do not own that is: a) less than 50 feet long;and b) Not being used to carry persons or property for a charge. Item 2.g.6) is added: 6) An aircraft in which you have no ownership interest and that you have chartered with crew. The last paragraph of 2. Exclusions is replaced with the following: Exclusions c.through n. do not apply to damage by fire,explosion,sprinkler leakage,or lightning to premises while rented to you,temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner. A separate limit of insurance applies to this coverage as described in Section III—Limits of Insurance. SECTION I—COVERAGES COVERAGE C.MEDICAL PAYMENTS If Medical Payments Coverage is provided under this policy,the following is changed: 3. Units The medical expense limit provided by this policy shall be the greater of: a. $10,000;or b. The amount shown in the declarations. Coverage C. Medical Payments is primary and not contributing with any other insurance, even if that other insurance is also primary. The following is added: COVERAGE D.PRODUCT RECALL NOTIFICATION EXPENSES Insuring Agreement We will pay "product recall notification expenses" incurred by you for the withdrawal of your products, provided that: a. Such withdrawal is required because of a determination by you during the policy period, that the use or consumption of your products could result in"bodily injury"or"property damage"; and b. The"product recall notification expenses"are incurred and reported to us during the policy period. The most we will pay for"product recall notification expenses"during the policy period is$100,000. SUPPLEMENTARY PAYMENTS—COVERAGES A AND El Item b.and d.are replaced with: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit"including actual loss of earnings up to$500 a day because of time off from work. Includes copyrighted material of Insurance Services Offices Inc.,with its permission. GECG 602(01/11) Page 1 of 4 INSURED COPY 08f292012 7277828 NPC650P 1807 PGDM06013 J11057 GCAFPPN 00014342 Page 47 SECTION II—WHO IS AN INSURED Item 4. is replaced with: 4. Any subsidiaries, companies, corporations, firms, or organizations you acquire or form during the policy period over which you maintain a controlling interest of greater than 50%of the stock or assets,will quaNfy as a Named Insured if: a) you have the responsibility of placing insurance for such entity;and b) coverage for the entity is not otherwise more specifically provided;and c) the entity is incorporated or organized under the laws of the United States of America. However; coverage under this provision does not apply to 'bodily injury°or"property damage"that occurred before you acquired or formed the entity, or'personal injury°or"advertising injury" arising out of an offense committed before you acquired or formed the entity. Coverage under this provision is afforded only until the end of the policy period, or the twelve (12) month anniversary of the policy inception date whichever is earlier. SECTION III—LIMITS OF INSURANCE Paragraph 2 is amended to include: The General Aggregate Limit of Insurance applies separately to each location" owned by you, rented to you,or occupied by you with the permission of the owner. Paragraph 6.is replaced with the following: 6. Subject to 5.above,the Fire Damage Limit is the most we will pay under Coverage A for damages because of 'property damage'to premises while rented to you,temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, arising out of any one fire, explosion or sprinkler leakage incident. The Fire Damage Limit provided by this policy shall be the greater of: a. $500,000;or b. The amount shown in the Declarations. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS Item 2.a. is replaced with: 2. Duties In The Event of Occurrence,Offense,Claim or Suit a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers,partners, members,or legal representatives is aware of the"occurrence',offense,claim,or"suit". Knowledge of an"occurrence",offense,claim or"suit"by other employee(s)does not imply you also have such knowledge.To the extent possible,notice to us 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", offense, claim or "suit". Item 4. b. 1)b)is replaced with: b. Excess Insurance 1) b) That is Fire, Explosion or Sprinkler Leakage insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner;or Item 6. is amended to include: 6. Representations d. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However,this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. Includes copyrighted material of Insurance Services Offices Inc.,with its permission. GECG 602(01111) Page 2 of 4 INSURED COPY 08129/2012 7277608 NPC850P 1807 PG01410601) J11057 GCAFPPN 00014343 Pane 28 Item 8.is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured rriust 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. b. If required by a written "Insured contract", we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under that written "insured contract" for that person or organization and included in the'products-completed operations hazard". Item 10. and Item 11.are added: 10. Cancellation Condition If we cancel this policy for any reason other than nonpayment of premium we will mail or deliver written notice of cancellation to the first Named Insured at least 60 clays prior to the effective date of cancellation. 11. Liberalization If we adopt a change in our forms or rules which would broaden your coverage without an extra charge,the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. SECTION V—DEFINITIONS The following definitions are added or changed: 9. "Insured contract" a. Is changed to: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion or sprinkler leakage to premises while rented to you,or temporarily occupied by you with permission of the owner,or managed by you under a written agreement with the owner is not an'insured contract". 23 and 24 are added: 23. "Location" means premises 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. 24. "Product recall notification expenses"means the reasonable additional expenses(including, but not limited to, cost of correspondence, newspaper and magazine advertising, radio or television announcements and transportation cost), necessarily incurred in arranging for the return of products, but excluding costs of the replacement products and the cash value of the damaged products. The following Provisions are also added to this Coverage Part: A. ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT 1. Paragraph 2. under SECTION II — WHO IS AN INSURED is amended to include as an insured any person or organization when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Part. Such person or organization is not entitled to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability arising out of: a. Your ongoing operations performed for that person or organization;or b. Premises or facilities owned or used by you. With respect to provision 1.a. above, a person's or organization's status as an insured under this endorsement ends when your operations for that person or organization are completed_ With respect to provision 1.b. above, a person':; or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises or facilities ends. Includes copyrighted material of Insurance Services Offices Inc.,with its permission. GECG 602(01/11) Page 3 of 4 INSURED COPY 03129f2012 7277606 NPC650P 1807 PGDMO®OD J11057 GCAFPPN 00014344 Page 29 • 2. This endorsement provision A.does not apply: a. Unless the written contract or agreement has been executed, or permit has been issued, prior to the 'bodily injury",'property damage'or`personal and advertising injury"; b. To"bodily injury"or"property damage"occurring after. (1) All work, including materials, parts or equipment furnished in connection with such work, in the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s)at the site of the covered operations has been completed;or (2) That portion of'your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project; c. To the rendering of or failure to render any professional services including, but not limited to, any professional architectural,engineering or surveying services such as: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports,surveys,field orders,change orders or drawings and specifications;and (2) Supervisory, inspection,architectural or Engineering activities; d To"bodily injury", "property damage"or"personal and advertising injury' arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing; e. To any person or organization included as an insured under provision B.of this endorsement; f. To any person or organization specifically designated an additional insured for ongoing operations by a separate ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy. B. ADDITIONAL INSURED—VENDORS Paragraph 2.under SECTION 11—WHO IS AN INSURED is amended to include as an insured any person or organization (referred to below as "vendor') with whom you agreed, In a written contract or agreement to provide insurance such as is afforded under this policy, 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,subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for whidi 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, unless unpacked solely for the purpose of inspection, demonstration, testing, or 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 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. To"bodily injury'or"property damage' arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing. 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. Includes copyrighted material of Insurance Services Offices Inc.,with its permission. GECG 602(01111) Page 4 of 4 INSURED COPY 0812912012 7277608 NPC850P 1E07 PGDRA090D J11057 GCAFPPN 00014345 Page 30