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14-043 David J. Powers & Associates Consultant Services for McClellan Ranch Preserve Barn Conceptual RenovationOFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVEI4UE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cupertino.org CUPERTINO March 26, 2014 David J. Powers & Associates, Inc. 1871 The Alameda, Suite 200 San Jose, CA 95126 Re: Agreement for consultant services Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777 -3354. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works CITY OF AGREEMENT CITY OF CU13ERTINO 10300 Torre Avenue Cupertino, CA 95014 C U P E RT 1 N O 408- 777 -:3200 NO. fj THIS AGREEMENT, made and entered into this 17th day of March, 2014 is by and between the CITY OF CUPERTINO (Hereinafter "CITY ") and DAVID J. POWERS & ASSOICATES, INC., a California corporation whose address is 1871 The Alameda, Suite 200, San Jose„ Ca 95126; phone no.: 408- 248- 3500,_Hereinafter "CONTRACTOR "), in consideration of their mutual covenants, the parties agree as follows- CONTRACTOR shall provide or furnish the following specified services and /or materials: Consultant Services for McClellan Ranch Preserve Barn Conceptual Renovation Plan CEQA process information and consulting Check box if services are further described in an Exhibit. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: none TERM: The services and /or materials furnished under this Agreement shall commence on March 17th, 2014 and shall be completed no later than April 30, 2014. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Not to exceed $ 1,000.000 to be on a Time and Material basis California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, 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; arising out of, pertaining to, or related to the performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. Contractor 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. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of lii:igation. Subcontracting. Contractor has been retained duE! to their unique skills and Contractor may. not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Page l of 3' Short Form Agreement Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor 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 $1,000,000 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. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with or without cause with a seven (7) -day notice. The Contractor may terminate this Agreement with or without cause with a seven (7) -day written notice. Non - Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Page 2 of 3 Short Form Agreement Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO- ORDINATOR and representative lMr CITY shall be: Carmen Lynaugh, Public Works Projects Manager, 408 -777 -3215 This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR:, By� Title APPROVALS CITY OF CUPERTINO: By � Title: EXPENDITURE DISTRIBUTION DEP AD DATE 3 -ACCOUNT 420 - 9261 -9300 $1,000.00 CITY-Al 0 ROV AS TO ORM: ";r DATIE J CITY CLEQX`. ATTES DATE Page 3 of 3 Short Form Agreement ACORD TM CERTIFICATE OF LIABILITY INSURANCE Date(MWDD/YR) 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(iE)S)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). _ PRODUCER CONTACT Carlos Roque Heffernan Professional Practice Insurance Brokers NAME: License No.0564249 �ONo,Ext: 714-361-7700 (A/C.No: 714-361-7701 6 Hutton Centre Drive, Suite 500 EMAIL carlosr @heffins.com Santa Ana,CA 92707 ADDRESS _ INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER Ar Travelers Property Casualty Ins Co of Am 25674 David J.Powers and Associates Inc. INSURER B: Hanover American Insurance Co. 36064 1871 The Alameda, Suite 200 INSURER C: Continental Casualty Co. 20443 San Jose,CA 95126 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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 DESCRIEED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY (MM/DD/YYYY) LIMITS A GENERAL L LIABILITY X X 6806824L268TIL 13 12/03/2013 12/03/2014 EACH OCCURRENCE $2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED ',$1,000,000 'PREMISES,(Ea'occurrence) CLAIMS-MADE FX1 OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L..AGGREGATE LIMIT APPLIES PER PRODUCTS -COMP/OP AGG $4,000,060 POLICY F X PROJECT LOG $ (Ea accident) A AUTOMOBILE LIABILITY X X BA6820LI 5313GRP 12/03/2013 12/03/2014 COE MB dent) PJGL'LIMIT $1,000.000 - X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS SCHEDULED BODILY INJURY(Per accident) $ AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $1,000,000 A EXCESS LIAB CLAIMS-MADE CUP213590211 1347 12/03/2013 12/03/2014 AGGREGATE $1;000.000 DED I I RETENTION $ $ WORKERS COMPENSATION X I WC STU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LITAMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE/ E.L.EACH ACCIDENT $1,000,000 B OFFICER/MEMBEREXCLUDED? ❑ N/A WZ3981630005 01/13/2014 01/13/2015 (Mandatory in N.H.) E.L,DISEASE-EA.EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E;L.DISEASE-POLICY LIMIT $1,000,000 PROFESSIONAL LIABILITY PER C N/A EEH288347490 03/26/2014 03/26/2015 , AGGREGATE $2, 006,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remark^ Schedule,if more space is required) Re:Job#12-129,McClellan Ranch Preserve Barn Conceptual Renovation Plan.City of Cupertino and its officers,officials,agents,employees and Volunteers are named as additional insured on General Liability and Automobile Liability policies if required by written contract per the attached endorsements.Waiver of subrogation apply to General Liability and Automobile Liability policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City f Cupertino EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH y p THE POLICY PROVISIONS. Public Works Dept. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino,CA 95014 ACORD 25(2010/05) / m1-8-2010 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NO.: 6806824L268TIL13 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEE IBS AND SURVEYORS) This endorsement modifies insurance provided under the following` COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN B. The following is added to Paragraph a. of 4. INSURED(Section It): Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS(Section Any person or organization that you agree in a IV)_ "contract or agreement requiring insurance' to include as an additional insured on this However, if you specifically agree in a"contract Coverage Part, but only with respect to liability or agreement requiring insurance" that the for "bodily injury", "property damage" or insurance provided to an additional insured "personal injury'caused, in whole or in part, by under this Coverage Part must apply on a your acts or omissions or the acts or omissions primary basis, or a primary and non- of those acting on your behalf: contributory basis, this insurance is primary to other insurance that is available to such a. In the performance of your ongoing additional insured which covers such additional operations; insured as a named insured, and we will not b. In connection with premises owned by or share with the other insurance, provided that: rented to you, or c. In connection with `,your worts" and (1) The "bodily injury" or "property damage" included within the "products-completed for which coverage is sought occurs;and operations hazard'_ (2) The "personal injury" for which coverage Such person or organization does not qualify is sought anses out of an offense as an additional insured for "bodily injury", committed; "property damage" or "personal injury" for which that person or organization has after you have entered into that "contract or assumed liability in a contract or agreement. agreement requiring insurance". But this insurance still is excess over valid and The insurance provided to such additional collectible other insurance, whether primary, insured is limited as follows: excess, contingent or on any other basis, that is available to the insured when the insured is d. This insurance does not apply on any an additional insured under any other basis to any person or organization for insurance. which coverage as an additional insured specifically is added by another C. The following is added to Paragraph 8. endorsement to this Coverage Part. Transfer Of Rights Of Recovery Against Others To 'Us in COMMERCIAL GENERAL_ e. This insurance does not apply to the LIABILITY CONDITIONS(Section IV): rendering of or failure to render any "professional services"'_ We waive any rights of recovery we may have against any person or organization because of f. The limits of insurance afforded to the payments we make for "bodily injury", additional•insured shall be the limits which tlproperty damage' or "personal injury" arising you agreed in that"contract or agreement out of'your work"performed by you,or on your requiring insurance" to provide for that behalf, under a 'contract or agreement additional insured, or the limits shown in requiring insurance" with that person or the Declarations for this Coverage Part, organization. We waive these rights only whichever are less. This endorsement where you have agreed to do so as part of the does not increase the limits of insurance contract or agreement requiring insurance' stated in the LIMITS OF INSURANCE with such person or organization entered into (Section III)for this Coverage Part. by you before, and in effect when, the"bodily CG D3 81 09 07 U 2007 The Travelers Companies, Inc. Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc.;with its permission. injury" or 'property damage" occurs, or the "personal injury" is caused by an offense .personal injury"offense.is committed. committed: D. The following definition is added to a. After you have entered into that contract or DEFINITIONS(Section V): agreement, "Contract or agreement requiring insurance' b. While that part of the contract or means that part of any contract or agreement agreement is in effect; and under which you are required to include a person or organization as an additional insured e. Before the end of the policy period. on this!Coverage Fart, provided that the"bodily injury" and 'property damage" occurs, and the CG D3 67 09 07 @ 2007 The Traveler:,(:ompanies,Inc. Page 2 of 2 Includes copyrighted material of Insurance Services Office,Inc_,with its permission. POLICY NUMBER: BA682OL15313GRP COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage_ However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED 1. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL EFFECTS LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1.. Who Is your business. An Insured, of SECTION 11 -- LIABILITY COV- 2. The following replaces Paragraph b. in B.S., ERAGE: Other Insurance, of SECTION IV — BUSI- Any person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the "bodily injury" or ered"autos"you own: "property damage" occurs and that is in effect during the policy period, to be named as an addi- (1) Any covered "auto" you lease, hire, rent or borrow; and tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance (2) Any covered "'auto" hired or rented by applies and only to the extent that person or or- your "employee" under a contract in ganization qualifies as an "insured" under the that individual "employee's" name, Who is An Insured provision contained in Section with your permission, while perform- IL ing duties related to the conduct of B. EMPLOYEE HIRED AUTO your business. 1. The following is added to Paragraph A,1., However, any"auto" that is leased, hired,rented or borrowed with a driver is not a Who Is An Insured, of SECTION If — LI- ABILITY COVERAGE: covered "auto''. An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in that "em- An Insured, of SECTION 11 — LIABILITY COV- ployee's" name, with your permission, while ERAGE: CA T4 20 07 10 O 2010 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc,with its permission. COKIMERCIAL AUTO Any'"employee" of yours is an "insured while,us- (3) If'a repair or replacement results. in better ing a,,.covered 'auto"-you d'on'.t own,hire'or'borrow than like kind or quality we will riot pay for the; in your business•or.yeur personal affairs. amount of'betterment. D. SUPPLEMENTARY PAYMENTS — INCREASED (4) A deductible.equal to the highest Physical LIMITS Damage deductible applicable to any owned' 1: 4e following reglaces_Paragraph A.2.a.(2) of covered "auto". ;SECT ON.if—LIABILITY'COVERAGE: (5) This.-COverage Extensi on does not apply to: (2) Up to $3:600 for cost of bail bonds (in= (a) Any "auto" that is hired, rented or bor- cluding bonds for related traffic law viola.- rowed with a driver;or ticns,)'required because of an "accident" (b) Any "auto" that is fired, rented or'•bor wu 'cuvur. We idu riut liavu� tv rurraistm rowed fiom your"employee":, .these bonds. G'. PHYSICAL DAMAGE - TRANSPORTATION 2. The following re places.t?aragraph.A.2.a.(4).of EXPENSES-INCREASED,LIMIT SECTION,11—LIABILITY COVERAGE The following replaces the fir t entenoa in 'Pare (4) All reasonable expenses incurred by the graph AAA, Transportation Expenses-,, of insured aY:our`request, including actual SECTION III — PHYSICAL DAMAGE COVER- lass of earnings !up to $500 a 'day be AGE: cause of tirn6e off-frorrm wol k_. E. TRAILERS'—INCREASED LOAD'CAPACITY We will pay up to $50 per day to a maximum of $1.;504 far temporary transportation expense;in- Thl® following. replaces Paragraph C.1: of SEC- cairred bv'you because of the total theft of.-a cov- 'TION I--CO' -COVERED AUTOS: Bred"auto"of the prfirate.pa'sseriger type- J. '!Trailers" with a Toad Capacity, of 3;4000 H_. ;AUDIO,• VISUAL AND DATA ;EL'ECTRONIC- pounds. or less designed primarily for travel EQUIPMENT-INCREASED LIMIT on public':roads. _Paragraph C.2.. Limit Of. Insurance; of SEC_ F.. HIRED AUTO.PHYSICAL DAMAGE Ti ON III — PHYSICAL DAMAGE COVERAGE is The followirig is added to Paragraph A"4;, Cover deleted.. age,Extensions; o. SECTION.111 PHYSICAL 1. WAIVER..OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is, added.to Paragraph D., Deducti= Hired Auto Physical Damage Coverage- ble, 4- SECTION III — PHYSICAL DAMAGE If hm�pd "autos" are.covere'd: "autos° for Liability COVERAGE: Coverage but not -covered "autos" for Physical Igo deductible,for a ccAered "auto" will appty fo- Darnage Coverage; and:this. policy also prow ides glass;damage.if'tF e glass-is:repa)red rather than Physicaf Damage Coverage,for anr:oMQed -auto", repta'ced. then`�t e Physical Darnage.Coverage is4extended J. PERSONAL'EFFECTS to 'autQS" that you hir®„ ient-br borrow subject to the follwing- The,fol.lowing::is added.to-Paragraph A.4.-;.Cover- -P. age Extensions, of SECTION' III PHYSICAL (1) Ttip rbmt;wP;:ie ill pay Mr "Iris in-nny one R+4(NAGE COVERAGE, 'accrde4,' to a hired: rented or• borrow��ed 'auto is the lesser of: Personal Effects Coverage. W.0 will pay,up to 5409 for "loss" to,wearing ap, (a) $54,000 - . (ti) The actual cash value of the"dalnayed or panel and oth"er personal efferts`�vhiofi area :stolen rroperty as.; of ill.Q_ time of the (1) Owned by.an"insured''; and loss''; or (2) In©r on your covered"auto'_ (c) The;. cost-:of repairing or.'replacing the- This coverage only applies in the event of a total damaged or stolen property with other theft of:yourii-overed"auto'_ property of like kind and quality No-deduciibles apply to Personal Effects cover- (2) Ari-adfusliment"f6r depr'eciatiOn 'and physical age;: condition wlli, tie made in determining actual cash valtie•rn fire event.oi',a t©tO"toss": Page.2;of 241p'Ttia`9taialar Indatility ss rrsany W.I�i�rtiz`rersor a3. CA T4:20 07 10 Includes:ccpyrigltiled:r3iatp(ial of Insurance;�E>rvir�:�f�E Vie,4nc,wilh'its perinission.