Loading...
17-015 GWLand Associates, Consultant Services for Right of Way Acquistion ServicesTHIRD AMENDMENT TO AGREEMENT 17-015 BETWEEN THE CITY OF CUPERTINO AND GWLand ASSOCIATES FOR RIGHT OF WAY ACQUISITION SERVICES This Third Amendment to Agreement 17-015 between the City of Cupertino and GWLand Associates, for reference dated 12/20/2 018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and GWLand Associates , a California corporation ("Consultant") whose address is 215 Caledonia Street, Suite 303, Sausalito, CA 94965 , and is made with reference to the following: RECITALS: A. On 2/13/2017 , an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for right of way acquisition services. The agreement will expire on 12-31-17 . B. On 1/24/2018, City and Consultant agreed to the First Amendment for right of way acquisition services. C. On 6/18/2018, City and Consultant agreed to the Second Amendment for right of way aquisition services. D. The Agreement and the First and Second Amendments are collectively referred to as the ''Agreement" unless otherwise indicated. E . City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: I. TERM Paragraph I of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on December 31, 2019, unless terminated earlier as set forth herein . 2. Except as expressly modified herein , all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed . CONSU~NT By K c~'\___ .. Le..~ c vl.Jc Tr.( Title r?.A:1'-.. TN CT 1 (:;V0 i.....~c:f M .\U(. _.0,-\ (_. RECOMMENDED FOR APPROVAL By Title ------------ City ·Attorney SECOND AMENDMENT TO AGREEMENT 2017-415 BETWEEN THE CITY OF CUPERTINO AND GWLand ASSOCIATES FOR RIGHT OF WAY ACQUISITION SERVICES This Second Amendment to Agreement 2017-415 between the City of Cupertino and GWLand Associates, for reference dated 6/18/2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and GWLand Associates, a California corporation ("Consultant") whose address is 215 Caledonia Street, Suite 303, Sausalito, CA 94965, and is made with reference to the following: RECITALS: A. On 2/13/2017, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for right of way acquisition services . The agreement will expire on 6-30-18 B. On 1/24/2018, City and Consultant agreed to the First Amendment for right of way acquisition services. C. The Agreement and the First Amendment are collectively referred to as the "Agreement" unless otherwise indicated. D. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. TERM Paragraph 1 of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on December 31, 2018, unless terminated earlier as set forth herein. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT By ±<~~ Title -P oJt--v&_[ (;--w L °'-AA al fh 5 V GI., o..t"<Lls , :[). c. . RECOMMENDED FOR APPROVAL By ___________ _ Title. ___________ _ ~ST : (}// JJ.L ~ai~AR City Clerk / ' / O· / J GWLAASS-01 JZHANG ACORD. CERTIFICATE OF LIABILITY INSURANCE I DA TE (M M/DDIYYYY) ~ 07/09/2018 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 r i ghts to the certificate holder in lieu of such endorsement(s). PRODUCER License# 0757776 CONTACT Jennifer Domaoal .J'i_AM E: PHONE ( l FAX --HUB International Insurance Services Inc. 1525 FaradaA Avenue, Suite 200 (A/C, No , Ext): 442) 244-6924 (A/C , No): -- Carlsbad , C 92008 ft1l~~ss :ien.domaoal@h u binternation al.com -- ,--_ INSURERIS) AFFORDING COVERAGE _ NAl g__//_ I 1NsuRER A: Massachusetts B_ay Insurance Co_mp~_11_y_~306 ----- INSURED J.l'!?URER B : Allmerica Financial Benefit Insurance___ Co__ll!P___c!!l)I 41840 - GWLand Associates, Inc. INSURER c: State Compensation Insurance Fund of Califo~n ia 35076 215 Caledonia #303 INSU RE R D : Houston Casual!;'___Q_omP.any 42374 Sausalito, CA 94965 IN SURER E : - IN SURER F : I COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CER TIFY TH AT THE POLI CIE S OF INSURANC E LISTED BELOW HAV E BEEN ISSUED TO THE IN SURED NAM ED A BO VE FOR THE POLICY PERIOD INDICATED . NOTWITHSTA NDING ANY REQUI REM ENT , TERM OR CON DITI ON OF ANY CONTRAC T OR OTHER DO CUM ENT W ITH RESPECT TO WHICH THIS CER TIF ICAT E MAY BE ISSUED OR MAY PERTA IN , TH E IN SUR A NCE AFFORDED BY THE POLICIES DE SCRIBED HERE IN IS SUBJ ECT TO A LL THE TER MS. EXC LU SIONS AND CONDI TIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAV E BE EN REDUCED BY PAI D CLAIMS . I~~: i TYPE OF INSU RAN CE r~~J>k i~J~/ POLI CY NUMBER I ,i ~~66h-~~1 I ,~~~rigiv~~I I ----L-IM-l'f_S __ - 2 ,000 ,000 A I X COMMERCIAL GENERAL LIAB ILI TY I I l EACH OCCURRENCE I s , _' __ . CLAIMS-MADE ~ OCCUR I X X OD3-A973775 I 07/01/2018 07/01/2019 ~~~tf§iJ?E~~~ri~~i::__ ~-s---_ 300 ,000 t r--ll -------l MED EXP (i\i>Y~~ers9_fl) : S ___ 5 ,000 I PERSONAL & ADV INJURY s ~ I GEN'L AGGREGATE LIMIT AP PLIES PER : rc;~ERA: AGG;~A~------;r,ooo,000 D PRO-I I [ ---i 4 000 000 POLICY JECT [___J LOC J:BODUCTS -COMPIOP_AGG I S ' • __ I OTHER : S B 1 ~UTOMOBILE LIABILITY I fE~~~~~~)SINGLE =~I_T _I s _ 1 ,000,00~ ~ X ANY AUTO __ X A993140 07/01/2018 07/01/2019 ~OD ILY INJURY.Jl:_<!_f=S9.f1Li S _ _ _ _ __ I OAUWTNOESDONLY R ASCUTHOEDSULED ' BODILY INJUW[ (f'~r accident) S _ _ HIRED NON-OWNED PROPERTY DAMAGE I I _ AUTOS ONLY AUTOS ON LY I !--(Per accident) _ ___.___":--- I : UMBRELLA LI AB LJ OCCUR I EACH OCCURRENCE I s ~ ExcEss LIAB I I CLAIMS-MAD E I AGGREGATE -~I s ---11 ~ 1 RETENTION s I ---J:~s~-- C WORKERS COMPENSA TION AND EMPLOYERS' LI AB ILITY I ANY PROPR IETOR/PARTNER/EXEC UTI VE I OFFICERIM~MBER EXC LUDED ? / (M andatory in NH) If yes , describe under I DESCRIPTION OF OPERAT ION S be lo w D : Prof Liability Y IN [ l NIA i 9161949-18 X J ~'tfruTE '-'-~---- 07/01/2018 07/01/2019 E.L. EACH ACC IDENT . __ ±~f-'s~ ___ 1_,ooo,ooo E.L. DISEASE -EA EMPLOYEE _ S __ 1_,_0 _0 _0 _,0~Q I EL DISEASE -POLICY LIM IT I S 1,000,000 H718-111865 07/01/2018 07/01/2019 Agg/Occ 1,000,000 DES CRIPTION OF OPERATIONS/ LO CA TIONS / VEH ICLES (ACORD 1 01, Additional Remarks Schedule , may be attached if more space is req uired ) Re : Mc Clellans Road Sidewalk Improvements -Phase 2 proj ect The City of Cupertino, its City Co uncil, boards and commissions, officers, employees and volunteers are named additional insu red as respects Genera l Liability per 391-1006 0609 and Auto Liability per 461-0478 1212. Waiver of subrogation applies on General Liabil ity p e r BP0497 0702 . All forms valid wh ere required by written contract. *10 Day Notice of cancellation for non-payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEF ORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLIC Y PROVISIONS . 10300 Torre Ave. Cupertino, CA 95014 AUTHORIZED REPRES ENTATIVE ~"(;~,,JM.u;u_ __ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved . The ACORD name and logo are registe red marks of ACORD THIS ENDOR SEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESSOWNERS COVERAGE FORM ---------··-··-·-···-.. SUMMARY OF COVERAGES Limits Page ! --- --. . --------i-------------1 1. Addi t ional In sured by Contract, Agreement or Pe rm it Included 1 i i 2. Additional Insured -Broad Form Vendors In c lu ded 2 i 3. Alienated Premises In clud ed 3 ! 4. Broad Form Pro perty D amage -Borrowed Eq uipment , Cus tom ers ' Included 3 ' ! Goods and Use of Elevators ' 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Inc luded 3 I ------·--·--·---··-I 6. Personal and Advertising Injury -Bro ad Form Incl ud ed 4 i 7. Product Recall Expense In c lud ed 4 ..................... Product Recall Expense Each O cc urrence Lim it $25 ,000 5 Occurren ce Product Reca ll Expense Aggregate Limit $50,000 5 Agg r egate ------···------·-·-- Product Recall Deductible $500 5 ----------------------·-----·---·----- 8. Un i ntentional Failure to Disclose Hazards In cluded 6 9. Uninten tiona l Failure to Notify Included 6 _ ......... ................. ················································-··········-· ···········-······ .................................................. _, ............ ································-····-····---.. ··-···-··-···-···--·····-·····-·····-········-·-···-·····--··········--·····-··-······ . This e ndors eme nt amends coverages pro vided under the Bus ine ssow ners Coverage Fo rm through new coverages and broader coverage grants. Th is coverage is subject to the provisions applicable to th e Businessowners Coverage F o rm , excep t as provided below. Th e following changes are m ade to SECTION II - LIAB ILITY: 1 . Additional Insured by Contract, Agreement or Pe rmit The fo llowi ng is added to SECTION II LIABILITY, C. Who Is An Insured : Additional Insured by Contract, Agreement or Permit a . Any perso n or organization with whom you agreed i n a written contract , writt en agreeme nt or pe rm it to add such person o r orga n ization as an additional insured on your policy is an addi tiona l insured only with r espect to liabi l ity fo r "bodily injury", "property damage", or "personal and adve rtising in jury" ca u sed , in whole or in part , by your acts or om is s ions . or th e acts or omiss ions of those ac tin g on your behalf, but on ly with respect to : (1) "You r work" f or th e add iti o nal insured(s) designated in th e contract , ag re emen t or perm it ; (2) Premi ses you own , rent , lease or occupy ; or (3) Your maintenance , ope ration or use of eq ui pment leased to you. b. The insurance afforded to such additiona l insured described above: (1) Only applies to the ex te nt permitted by law ; and (2) Will not be broader than the insurance which you are required by the co ntract. agreement or permit to provide for such additional in su r ed . (3) Appl ies on a pri mary basis if th at is r equ ired by the written contract, wr itt en ag r eeme nt or permit. (4) Will not b e broader than coverage provided to a ny o th e r insured. (5) Does not app l y if the "bodily injury", "property damage" or "persona l and advertis in g injury" is ot11erwise excl u ded from coverage unde r this Coverage Part . including any endorsem e n ts th e reto . 391 -1006 0816 In cludes copyrigh ted materials of In s ura nce S erv ices Offi c es, Inc ., w ith its permiss ion . Pag e 1 of 6 c. This p rovi sion does not apply : (1) Unless the written co ntra ct or written agreemen t was execut ed or permit was issued prior to the "bodily i njury", "property damage", or "personal injury and advert ising i njury". (2) To any person or o rg anization in c luded as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After th e equipment lea se expires; or (b) If the "bodily injury", "proper ty damage", ''persona l and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has bee n leased if the "occurrence" takes place or the o ff ense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes p lace or th e offense is comm it ted after you cease to be a tenant in that premises; or (ii) Tl1e "bodily inj ury", "property d amage", "personal injury" or "advert is ing injury" arises ou t of stru ctu ral al te r ations , new construct io n or demolition operations pe rforme d by or on behalf of th e manager or lessor. (5) To "bodi ly injury", "property damage" or "pe rso na l and ad v e rt isi ng injury" arising out of the rendering of or the fa ilu re to re nder any professional services. This exclus io n applies even if th e claims against any in sured allege negligence or other wrongdoing in the supervision , hiring, emp loym ent, training or monitoring of others by that insured, if the "o cc urrence" wh ich caused the "bodily injury" or "property damage" or the offense which caused the ''personal and advert ising injury" involved the rendering of o r failure to render any professional se rvi ces by or for you. d. With respect to the in s urance afforded to th ese additiona l i nsureds, t he following is added to SECTION II • LIABILITY, D. Liabil ity and Medical Expense Lim its of Insurance: @ll H,~,Q~~~f OD3A973775 10 01651 Th e most we will pay on behalf of the additional insured for a covered claim is th e lesser of th e amoun t of insurance: 1. Required by the contrac t , agreemen t or pe r mit described in Paragraph a.; or 2. Available un der the app l icable Limits of In surance shown in the Declarations . This e ndorsement sha ll not inc rease the appl icab le Limits of Insurance shown in the Declarations e . All other insuri ng agreemen ts , exclusions, and conditions of t he policy apply . 2. Additional Insured -Broad Form Vendors Th e fo llo wing is added to SECTION II LIABILITY, C . Who Is An Insured: Add itional Insured -Broad Form Vend ors a. Any person or organ iz at ion tha t is a vendor with whom yo u agreed in a wri tt en contrac t or written agreement to include as an add ition al insured under this Coverage Part is a n insured, bu t only with respect to liability for "bodily injury" or "prope r ty damage" arising out of "your pro du c ts" which are distributed o r sold in th e r egular course of the vendor's business . b. Th e in surance afforded to such vendor described above : (1) Only applies to the extent permitted by law ; (2) Will not be broader than the insurance w hic h you are required by the con tract or agreement to prov id e for such vendor ; (3) Will not be broader than coverage provided to any other insured ; and (4) Do es not app ly if the "bodily injury", "property damage" or "personal and advertising injury" is otherwis e excluded from coverage un de r this Coverage Part , inc luding any endorsements thereto c. W ith respect to insurance afforded to such vendo rs , the fo ll owing addi t ional exclusions apply: Th e insura nce afforded to the vendor does not apply to : (1) "Bodily injury'' or "property damage" for which the vendor is obligated to pay damages by reasons of the assump tio n of liability in a contrac t or agreemen t. This exclusion does not app ly to l iabil ity for damages that the i nsured would have in the abs ence of the contract or agreement ; (2) Any express warran ty unauthorized by you; 391-1006 08 16 In clu des co pyright ed materi als of In surance Se rvi ces Offi ces , In c .. wi th its permissio n . Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstrati o n , installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container , part or 4. ingredien t of any other thing or substance by or for the vendor ; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. Howev er, th is exclusion does not apply to: (a) The exceptions contained within the exc lusion in subparagraphs (4) or (6) above;or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products . (9) "Bodily in jury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization i ncluded as an insured by another endorsement iss ued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors , the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is th e lesser of the amount of insurance: 1. Required by the co ntra ct or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarat ions; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Alienated Premises SECTION II • LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is rep laced by the following: (2) Premises you sell, give away o r abandon. if the "property damage" arises out of any part of those premises and occurred from hazards th a t were known by you , or should have reasonably been known by you, at the time the property was transferred or abandoned. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage , k. Damage to Property : Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement , the following definition is added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being : a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis . Incidental Malpractice · Employed Nurses, EMT's and Paramedics SECTION II· LIABILITY, C. Who Is An Insured , paragraph 2 .a .(1)(d) does not apply to a nurse , 391-1006 08 16 Includes copyrighted material s of Insurance Services Offi ces, Inc., with its perm iss ion. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical , paramedical , surgical , dental, x-ray or nursing services. 6. Personal Injury . Broad Form a. SECTION II • LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising inju ry", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process . c. The following is added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance th ereof is prohibited by law) that results in injury to the feelings or reputation of a natural person , but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation , director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment , prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions : 1. "Discrimination" means the unlawful treatment of indiv idu a ls based upon race , color, ethnic origin, gender, religion, age , or sexual preference. "Discrimination" does not include the unlawful treatment of i nd ividuals based upon developmental , physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. Th is coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II • LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, ~\~Hanover ~ In s urance Croup .. OD3A973775 100165 1 o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damag es claimed for any loss, cost or expense incurred by you or others for the loss of use , withdrawa l , recall , inspection , repair , replacement , adjustment, removal or disposal of: (1) "Your product": (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or re ca ll ed from the market or from use by any person . or organization because of a known or suspected defect , defic ie ncy , inadequacy or dangerous condition in it , but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from : (4) Failure of any products to accomplish their intended purpose ; (5) Breach of warranties of fitness, quality , durability or performance ; (6) Loss of c ustome r approva l , or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the i nception of this insurance ; {10)Asbe stos , including loss , damage or clean up resulting from asbestos or asbestos containing materials ; or (11) Rec a ll of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II • LIABILITY , C. Who Is An Insured, para graph 3.b.: "Produ ct recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of In surance Services Offices. In c .. with it s permission . Page 4 of 6 c. The following is added to SECTION fl · LIABILITY, D . Liab ility and Medical Expenses Lim its of Insurance : Product Recall Expense Limits of Insurance a. The Limits o f Insurance shown in the SUMMARY OF COVERAG ES of t11is endorsement a nd the rules stated below fix the most that we will pay under th is Product Recall Expense Coverage regardless of the number of: (1) Ins ureds; (2) "Co vered Recalls" initiated; or (3) Number of "your products" withdrawn. b. T he Product Rec all Expense Aggregate Limit is the mos t that we will reimburse you for the sum of al l "product recall expenses" incurred for all "covered recalls" initia t ed during the pol icy period . c . The Product Recall Each Occurrence Lim it is the most we will pay in connection with any one defect or deficiency. d. All "produc t recall expenses" in connection with substan tia lly the same ge neral ha rmful co ndit ion will be deemed t o arise ou t of the same defect or defici e ncy and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" i n connection with any one "occurrence" will re duce the amount of th e Product Recall Expense Aggregate Limit available for reimbursement of "product reca ll expenses " in connection with any o th e r defect or d eficie ncy . f . If the Product Recall Expense Agg rega te Limit h as been redu ced by rei mbu rs ement of "produc t reca ll expe nses" to an amo unt that is less th an the Product Recall Expense Each Occ ur rence Limit , the remaining Aggregate Lim it is th e most that will be avai lable for reimbursemen t of "product recall expense s" in connection with any other defec t or deficiency . g. Product Recall Deductible We will only pay for the amount of "product rec a ll expenses" which are in excess of the $500 P ro duct Reca ll Deductible . The Product Recall Deductible applies separa tely to each "covered reca ll". The l imits of insurance wi ll not be reduced by the amoun t of t his deductible. We may, or wi ll if required by law, pay all o r any part of an y deductible amount, if applicable. U pon notice of our payment of a deductible amount , you shall promptly r eimburse us f or the part of th e deductible amount we pa id . The Product Reca l l Ex pense Limits o f Insurance apply separa t e ly to each consecutive annual period and to a ny re maining period of less than 12 months, sta rt i ng with the beg inning of the policy period shown in the Dec la ra tions , unless the policy period is extended after issuance f or an additional period of le ss than 12 months. In t hat case, th e additional period will be deemed pa rt of the la s t preced in g period for the purpos es of determ inin g the Limits of In s urance . d. The following i s added to SECTION If • LIABILITY, E. Liabi li ty and Medical Expense General Conditions , 2 . Duties in the Event of Occurrence , Offense, Claim or Suit: You must see to it tha t the following are done in the event of an actual or anticipated "covered r ecall" that may resu lt i n "prod uct recall expense": (1) Give us prompt no tice of any discovery or notification that "your p roduct" must be withdrawn or recalled . Include a description o f "your product" and the reason for the withdrawal or reca ll ; (2) Cease any further release , shipment , consign ment o r any other method of distribution of like or simi lar products unt il it has been determined that all such produ cts are free from defects that could be a cause of loss under th is insurance . e . For the purp oss o f this endorsemen t , th e followi ng definitions are added to SECTION II · LIABILITY, F. Liability and Medical Expenses Definitions : 1. "Covered recal l" means a reca ll made n ecessary beca use you or a government body has determined t hat a known or suspected defect , deficiency , inadequacy , or dangerous condition in "you r product" has resu lted or wi l l result in "bodily injury" or ''property damage". 2 . "Pro duct recall expense(s)" means : a. Neces sa ry and reasonable expenses for: (1) Communications , incl uding radio or te levis ion announceme nts or printed advertisemen t s in cluding stationary , e nvelopes a nd postage ; 391 -1006 0816 Inc ludes copy ri g ht ed materials of Insurance Services Offices , Inc ., with its pe rmis s ion . P age 5 of 6 f. (2) Shipping the recalled products from any purchas e r, di s tributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime : (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations ; (6) Expenses to rent additional warehouse or storage space ; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal ar e 9. required to avoid "bodily injury" or "property damage" as a result of such disposal , you incur e x c lusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". Th is Product Recall Expense Coverage does not apply : ~~Hanover ~ In s ura n ce Croup . OD 3A97 3775 10 01651 (1) If the "products -completed operations hazard" is exclud e d from coverage under this Coverage Part including any endorsement thereto ; or (2) To "product recall ex pe nse" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part in c luding endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under thi s Co v erage Pa rt shall not be prejudiced if you fail to give us notice of an "occurrence", offense , claim or "suit", solely due to your reasona ble and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy . ALL OTHER TERMS , CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED . 391-1006 08 16 Includes copyr ig hted material s o f In suran ce Se rv ic es Of fi ces, Inc., w ith its permiss ion. Page 6 of 6 THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY Th is endorsement mod ifies i nsurance provided under the following : BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II - LIABILITY COVERAGE, Paragrap h A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a wri tt en contract , wr itten agreement or writt e n p ermit t hat a person o r organ iz ati on be added as an additional "insured" und er thi s Coverage Part , such person or o rga ni za t ion i s an "insured"; but only to the extent that such person or organizat ion qualifies as an "i n sure d" under paragraph A.1.c. of this Section. If you agree in a written co ntract, written agreement or w r itten permit t hat a person or organiza ti o n be added as an additiona l "insured" under this Cove ra ge Pa r t, the most we wil l pay on beha lf of such add itional "insured" i s the lesser o f : (1) The Limits of In surance for liability coverage specified in the w ritt en contract , wr itt en agreement or writte n permi t; o r (2) Th e Limits of Insurance for Liability Coverage s hown in th e Declarations applicable to th is Coverage Part . Such amount shal l be part of and not in additi on to the Limits of Insurance shown in the Declarations applicable to th is Co verage Part. Regardless o f the numb e r of covered "autos", "ins ur eds", premiums paid, clai ms made or vehicles inv o lv ed in the "acciden t", the most we will pay for th e to tal of all damages and "covered pollution cost o r expense" combined resul ting from any one "acciden t" i s th e Limit of Ins urance for Liabili t y Coverage shown in th e Dec larat ions . B. The following is added to SECTION IV - BUSINESS AUTO CONDITIONS , Pa ra grap h 8. General Conditions , subparagraph 5. Other Insurance: Primary and Non -Contributory If you agree i n a written con tract , written agree ment or written permit th at the insurance prov ided to a person or organization who qualifies as an additional "insured" under SECTION II -LIABILITY COVERAGE, Para g raph A .1 . Who Is An Insu re d , s ubparagraph Additional Insured if Required by Contract is p rim ary and non-co n tri butory , the following applies: The l iability coverage provided by this Coverage Part is primary to any other insurance avai lab le to the additional "insured" as a Named Insured. We w ill not seek cont ri bution from any other insurance available to the add itiona l "insu red" except: (1) Fo r the sole negligence of the additional "insured"; or (2) For negligence ar i s i ng out of the ownership, maintenance or use of any "auto" not owned by the additional "insured" or by you , unless that "auto" is a "t rai le r" connected to an "auto" owned by the additional "insured" or by you: or (3) When the add itional "insured" is also an additi on a l "insured" under another liability policy. C . This endorsem e nt wi ll apply only if the "accident" occurs : 1. During the policy period : 2 . Subseq ue nt to the execu ti on of th e wri tt e n contract or written ag ree ment or the issuance of the written perm it; and 3. Pr io r to th e expi r ation o f the period of t ime tt1at the w ritten co ntrac t , wr itt en agreeme nt or written p e rmit re qu ires such insu ran ce to be provided to the additional "insured". D. Cove rage provided to an additional "i nsured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHE R TERMS . CONDITIONS . AND EXCLUSIONS REMA IN UN C HANGED. 461-0478 12 12 In clud es copyrig ht ed materia l of ISO Insurance Serv ices Office , Inc .. with it s permis sion Pa~Je 1 of 1 ~~Hanover ~ lnsur:rnre Croup .. OD3A973775 1001651 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies ins ur ance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE * Name Of Person Or Organization: BLANKET , AS REQUIRED BY WRITIEN CONTRACT * Information re quired to complete th is Schedule, if not shown on this e nd orsement, w ill be shown in th e Declarations . Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section Ill • Common Pol - icy Cond it ions is amended by the addition of the fo llo w ing : We waive any right of recovery we may have against the person or organization shown in the Schedule a bo ve because of payments we make for injury or damage a rising out of your ongoing op- erations or "your work" done und er a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to th e person or organi za ti on shown in the Schedule above. BP 04 97 07 02 Copyright, ISO Properties , Inc ., 2001 Page 1 of 1 FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GWLand ASSOCIATES FOR RIGHT OF WAY ACQUISITION SERVICES This First Amendment to the Consultant Services Agreement is entered into between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and GWLand ASSOCIATES, a California corporation whose address is 215 Caledonia Street Suite 303, Sausalito, CA 94965, (hereinafter "Consultant"), and is made with reference to the following: RECITALS: A. On February 13, 2017, an agreement was entered into by and between City and Consultant (hereinafter "Agreement"). B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 of the Agreement is modified to read as follows: The term of the Agreement is extended from December 31, 2017 through June 30, 2018, unless terminated earlier as set forth herein. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Page 1 of 2 GWLand Associates-First Amendment McClellan Road Sidewalk Improvements -Phase 2 IN WITNESS WHEREOl\ the parties hereto have c,msed thls modification of Agreement to be executed. CWLand Associates CITY OF CUPERTINO A Municipal Corporation ' / By_1"_ 1 / '::.C~C:.::::::...C~~.k~::::::: RECOMMENLOR APPROVAL: By __ "OL/{~.,---·- JohnJi.1~yn1akers Pi1ge2of2 GWl .and Assoc:li1les-First Amemlnwnt McClellan Road Sidewalk lmprnvernents , .. Phas(i 2 GWLAASS-01 JDOMAOAL ,·----"-ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) ~ 02/21/2018 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($), 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER License# 0757776 2R~!~cT Gary Cox ·--- HUB International Insurance Services Inc. lA~g~~o, Ext): (442) 244-6921 I FAX 5731 Palmer Way, Suite D . (A/C, No): Carlsbad, CA 92010 li:nf~hs, gary.cox@hubinternational.com -·---- INSURER(SI AFFORDING COVERAGE NAIC# 1NsURERA, Massachusetts Bav Insurance Com[!an}' ____ 22306 INSURED INSURER s, Hanover American Insurance 36064 GWLand Associates, Inc. INSURER c: State Compensation Insurance Fund of California _ 35076 -- 215 Caledonia #303 INSURER o: Houston Casualht Com[!an}' 4237_4 ___ Sausalito, CA 94965 INSURER E: i INSURER F: __ L ___ 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. ~---·;YPE OF INS~;;;NCE 1~f~ 8JJ~~ POLICY NUMBER l~~hJ5~\fv1 l~~~Ji}'.,,~~I LIMITS A ~-~ / COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 L rJ ~I CLA~IMS-MAD-E [KJ OCCUR -·-X X OD3-A973775 07/01/2017 07/01/2018 f-'r~~~~~~~~~~T:~sT:O tE~~:EON~cJ~,Trr~~~nc~e~l--~--:~~-$~-=-------=~----------~3~0-=-0=,o=o=o MED EXP /Anv one oersonl $ _· ---5,000 I GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 t PERSONAL & ADV INJURY ~ PoLlcY D '.I~i' D we PRooucTs -coMP10P AGG / $ -~_o_o_o_,o_?~ ·sTu/:~•:=l'~-"~-L-IA_B_IL-ITY---------,__ --------------------------············· --------------_j):~~~b~~~t~~I::__ -~ -=--:-1,000,00_~ q ANY AUTO X A993140 07/01/2017 07/01/2018 BODILY INJUR'U_f'.§f.personLJ.j__ _________ _ OWNED -, SCHEDULED '" j • AUTOS ONLY ~ AUTOS BODILY INJURY /Per accident $ NON OWNE PROPERn' DAMAGE .. -- j~ ~LRTl§ls ONL y __ AUTOS ONL 9 /Per accidentl . : . __ l-----t---1-------'----r'---,------+-+-·-+-------------+--·--+-------1e-------------·-<-'~-----·------ / --~ UMBRELLA LIAS H OCCLR ,_E~A~C~H~O~C~C~UR~R~E_N~C~E __ --t-'"$ ___________ _ ·-· i EXCESS LIAB CLAIMS-MADE 1-'A~G=G~R=E=GA~T._,E~------+~$ __________ _ I I OED I I RETENTION$ $ C \i:'~l~~~I8~lf{.~[}.AJiL9R, YIN ~IJ~fTuTE \ I ?l~------··--·-- I ANY PROPRIETOR/PARTNER/EXECUTIVE D NI A 91 6 1949·1 7 0110 1120 11 07/01/2018 E.L. EACH ACCIDENT . $ 1,000,000 . PJfr\~~li1~,~~m EXCLUDED'/ E.L. DISEASE_ EA EMPL~;~-;;-;-----1-,0-0-0,000 f g~sMrt~rgN 'gfoPERATIONS below EL DISEASE -POLICY LIMIT $ 1,000,000 ]rot Liahmty --------H717f:_ _____________ _,_0_1_,o._1_,2_0_1_7~.o-7_,0_1_,2_0_1~=--~ ___ 1_._°'_o._o~ DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: McClellans Road Sidewalk Improvements -Phase 2 project The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named additional insured as respects General Liability per 7391-1006 0609 and Auto Liability per 461-04781212. Waiver of subrogation applies on General Liability per BP0497 0702. All forms valid where required by written contract. *10 Day Notice of cancellation for non-payment of premium. '---------------------------------------·-·-------·------------·-··---- CERTIFICATE HOLDER City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ~~~iU---. ______ _]__ _______________________________ --·----------·-·------------·-----·-----·--- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifie.s insurance provided under the following: BUSINESSOWNERS COVERAGE FORM ... .,.,.,., .. .,.,_,,,, • .,.,.,.,.,.,,.,,..,.,.,,, .. ,.,,.,,.,,,,.,,..,,.,,,.,,.,.,,.,,.,,.,.,., .. .,, .. ,,, • .,,.,.,.,.,.,,,,.,.,.,.,.,,.,.,.,.,.,,.,_,,,,,.,., ......... .,.,,.,.,,.,.,.,, • .,,.,.,.,.,,.,.,.,.,,,, .... ,, ...... ,.,.,,,,,,,.,.,,,,.,.,,.,,.,, .......... ,, ... ,, ...... ., ••• ., ... ,.,.,.,,,,,,.,.,,.,,.,.,,.,.,.,.,.,,,., .. ,,,.,.,, __ ,,,,.,.,.,,,..,.,.,.,.,,.,,.,.,.,,.,,,,t'"""'""""" SUMMARY OF COVERAGES Limits · 1. ·--Additional Insured by Contract. Agreement or Permit Included 2. Additional Insured -El road Form Vendors· · .. ·· ··· '"""""'"'"111cluded" "'" 3. Included ·--+--·-·-·3::. ___ ....; 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods and Use of Elevators Included 3 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury • Broad Form · 4 ------~---·-·--~--------...................... ,,, . ..._ ........ .,_, _______ , ______ . ----·~·~·--------~~~- 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit 5 Recall Deductible $500 5 '"'""""''"""'""''"'""'""""""""""'"'""'"'"'"""""""'·"""""'""'""""'""''""""'"""'"'"'"'"'"""'""'""""'"'"'""''""'"""""""''"'""""'"""'""""'"'"'""'"'"'""""""'"""''"""""""""""'"""""""'"""'""l""'"'"'"'"'""""'""''"""'""""""''""'"'""""'"'""''""""'"'''""""'""'"'""'""'""""""'"'"·""'"''"""'j 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicabfe to the Businessowners Coverage Form, except as provided below, The following changes are made to SECTION II ~ LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following rs added to SECTION II • LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an addltionaf insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, 1n whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the Hdditional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy;or {3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applles to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional Insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit (4) Will not be broader than coverage provided to any other insured. (5} Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. Includes copyrighted materials or Insurance Services Offices, Inc., with its permission. Page 1 of G c. This provision does not apply: (1} Unless the written contract or wrltten agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization lncluded as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of tho lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) ManafJers or lessors of premises if; (i) The "occurrence" takes place or the offense ls commilted after you cease to be a tenant in that premlses; or (ii)' The "bodily injury", "property darnage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the fallure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervis.ion, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance .afforded to these additional insureds, the following is added to SECTION II ~ LIABIUTY, D. Liability and Medicaf Expense Limits of Insurance: rh~!· Hanover Jns11rance Croup. OD3 A973775 '100165'1 The most we will pay on behalf of the additlonal insured for a covered claim is the lesser of the amount of .insurance: 1. Required by the contract agreement or permlt described in Paragraph a.; or 2. Available Lmder the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of fhe policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION 11 • LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to indude as an additional lnsured under this Coverage Part is an insured, but only with respect to liabWty for "bodily injury'' or ''property damage'' arlsing out of "your products" which are distr·ibutecJ or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: {1,) Only applies to the extent permitted by law; (2} wm not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1} "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement This exclusion does not apply to fiabll!ty for damages that the insured would have ln the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission, Page .2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackagfng, unless unpacked solely for the purpose of inspection, demonstraUon, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; {5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operatrons performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale The most we wHI pay on behalf of tile vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. AvaHab!e under the appficable Limits or Insurance sr1own in the Declarations; This endorsement shall not increase the applicabfe Limits of Insurance shown in the Declarations. Alienated Premises SECTION ll • LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k:. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, If the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or lngredient of any other thing m substance by or for the vendor; 4. Broad Form Property Damage • Borrowed Equipment, Customers Goods, Use of Elevators (8) "Bodily injury". or "property damage" arising out of !he sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalL However, tl1is exclusion does not apply to: (a) The exceptions contained wtthin the excluslon in subparagraphs (4) or (6) above: or {b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection wJth the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10}To any person or organization rncJuded as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from wl1om you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to tfle insurance afforded to these vendors, the folfowing is added to SECTION II ~ LIABILITY, 0. Liability and Medical Expense Limits of Insurance: a. The following is added to SECTION II • LIABILITY, 13. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph {3}, (4) and (ti) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" rneans property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. e. The insurance afforded undel' this provision is excess over any other vaird and collectible property insurance (including deductible) availabie to the insured whether primary, excess, contingent or on any other basis. Incident.al, Malpractice • Employed Nurses, .EMT's and Paramedics SECTION 11 • .LIABILITY, C. Who Is An Insured, paragraph 2.a.(1){d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc,, with its permission. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, X·ray or nursing services. 6. Personal Injury • Broad Form a. SECTION II M LIABILITY, B. Exclusions, 2, Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION ll • LIABILITY, F. Liabilfty and Medical Expenses Definitions, 14. "Personal and advertrsing injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c, The following is added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unliess lnsurance thereof is prohibited by law) that results ln injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1:) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d.. For purposes of this endorsement, the following definition is added to SECTION II * LIABILITY, F. Liability and MedicaJ Expenses Definitions: 1. "Discrimination" means the unlawful treatment of lnd!viduals based upon race, color, ethnic orfgin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of ind1vlduals based upon developmental, physical, cognitive, mental, sensory or emotional irnpa)rrnent or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II • LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, \Hanover .i..-llililll!I& insurance Croup .. OD3A97a775 '1001651 o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages dalmed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) ''Your work"; or (3) "Impaired property"; !f such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, rnadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition Hkely to cause loss of which any insured knew or had reason to know at the Inception of this lnsL1rance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or {11) Recall of "your products" that have no known or suspected defect solely because a known or suspected defe.ct in another of "your products" has been found. b. The following ls added to SECTION II ~ LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occum~d before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Jnsurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II • LIABILITY, D. Liability and Medical: Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown ln the SUMMARY OF COVERAGES of this endorsement and the rules stated befow fix the most that we wifl pay under this Product Recall Expense Coverage regardless of the number of: (1} Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggreqale Limit is the most that we wrn reimburse you for the sum of all "product recall expenses" incurred for afl "covered recalls" Initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" iri connection with substantially t/'1e same general harmful condition will be deemed to arise out of the same defect or deficiency and consrdered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recar! Expense Aggregate Llmlt available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an ammml that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggr te Limit is the most that will be avail for reimbursement of "product recall expenses" rn connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us tor the part of the deductible amount we paid. The Product Recall Expense Limlts of Insurance apply separately to each consecutive annual period and to any remaining pedod of less than 12 months, starting with the beginning of the policy period shown in the Decf arations, unless the pollcy period is extended after issuance for an addltional period of less than i 2 months. In thr1t case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II ~ LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duttes in the Event of Occurrence, Offense, Claim or Sult: You must see to it that the foHowing are done in the event of an actual or anticipated ncovered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other mett1od of distribution of like or similar products until It has been delermined that al! such products are free from defects that could be a cause of loss under this insurance. e:. For the purposs of this endorsement, the following definitions are added to SECTION II • LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable t3Xpenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted rnaterials of Insurance Services Offices, Inc., wltt1 its permission, Page 5 of 6 f. (2) Shlpping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8• lnch.iding transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recamng "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply: ~Hanover .,~ Jnsurancc Group. . OD3A97:3775 1001651 (1) If the "products .• completed operations hazard" ls excluded from coverage under this Coverage Part including any endorsement thereto; or {2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under thJs Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We wilt not disclaim coverage under this Coverage Part if you fafl to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unh1tentlonal Failure to Notify The following is added to SECTION II • LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail fo give us notice of an "occurrence", offense, claim or "sun", solely due to your reasonable and documented belief that the ''bodily injury", "property damage" or "personal and advertising injury'' is not covered under this Policy. ALL OTHER TERMS, COND!TIONS, AND EXCLUSIONS REMAIN UNCHANGED. 39M0060816 Includes copyrighted materials of Insurance Services Offices, Inc,, with fts pennisslon. Page 6 of 6 ~ 'ii!:!2'l~f. OD3 A973775 10016r51 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAi\/ER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST 01HERS TO US Thfs endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* .-------------------------·-·-·----------------Name Of Person Or Organization: BLANKET, AS REQUIRED BY WRITTEN CONTRACT • Information requlred to complete this Schedule, if not shown on thls endorsement. w!li be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section Ill ~ Common Pol~ Icy Conditions is amended by the addition of the foflowing: We waive any right of recovery we may have against the person or organizt1tion shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing op- erations or "your work" done under a contract with that person or organization and included 1n the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 07 02 Copyright, ISO Properties, Inc., 2001 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BLANKETADDITIONAL INSURED -PRIMARY AND NON..CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II • LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, such person or organization is an "insured"; btit only to the extent that such person or organization qualifies as an "insured" under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an addittonaJ "insured" under this Coverage Part, the most we will pay on behalf of such additional "insured" is the lesser of: (1) The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (.2} The limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in Ille DeclarnUons appficable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the limit of Insurance for Liability Coverage shown in the Declarations. B. The following is added to SECTION IV • BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non~Contrlbutory If you Bgree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional "insured" under SECTION H ~ LIABILITY COVERAGE, Paragraph AL Who Is An Insured, subparagraph Additional Insured if Required by Contract ls prfm;ary and non-contrtbutory, the following applies: The liability coverage provided by this Coverage Part Is primary to any other insurance available to the additional "tnsured" as a Named Insured. We will not seek contribution from any other insurance available to the addi!lonal "insured" except: (1) For the sole negligence of the additional "Insured"; or (2} For negligence arising out of the ownership, maintenance or use of any "auto" not owned by the additional *'insured" or by you, unless that "auto" is a ''trailer" connected to an "auto" owned by the additional "Insured" or by you; or (3) When the additional' "insured" ts also an additional "insured'' under another liabHity policy. C. This endorsement will apply only if the "accident" occurs: 1. During the policy period: 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3. Prior to the expiration of tl1e period of time that the written contract, written agreement or written permit requlres such insurance to be provided to the addltional "insured". 0. Coverage provided to an additional "insured" wm not be broader than coverage provided to any other "insured" under this Coverage Part ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 461-04781212 Includes copyrighted material of ISO Insurance Services Office, Inc .. with its permission Page 1 of 1 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GWLand AS SOCIA TES FOR CONSULT ANT SERVICES FOR RIGHT OF WAY ACQUISITION SERVICES THIS AGREEMENT, for reference dated 'E:cJ:> l '3 , 2017, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and GWLand ASSOCIATES, a California corporation whose address is 215 Caledonia Street, Suite 303, Sausalito, CA 94965 (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, back ground, 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 upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed b y and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on December 31, 2017, unless terminated earlier as se t 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 b y this reference. Page 1 of 12 Non -Design Professional Agree ment 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the s ch e dule set out in Exhibit B, titled "Schedule of Performance ", which is attached h eret o and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed One Hundred and Six Thousand Dollars ($106,000.00). The r ate of payment is set out in Exhibit C, titled "Compensation", which is attached h ereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed fo r compensation during the term of this Agreement. Consultant may s ubmit monthly invoices for interim progress payments during the course of e ach phase, clearly stating as a minimum the total Contract amount, amount paid to d a te, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Cons ultant and City agree that time is of the essence regarding th e performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manne r commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed b y 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 b y 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 t e rms o f this Agreement. No civil service status or other right of employment will be acquire d b y v irtue of Consultant's services. None of the benefits provided b y City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City t o Consultant, its employees or agents. Deductions shall not be made fo r an y s t a te 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 responsi bility o f Consultant. Page 2 of 12 N on-D es ign Pro fess ion a l Agree m en t 8. IMMIGRATION REFORM AND CONTROL ACT (!RCA): Consultant assumes any and all responsibility for verifying the id entity and employment authorization of all of his/her employees performing w ork hereunder, pursuant to all applicable IRCA or other federal, or state rule s 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 r ace, 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 fo r all purposes under this Agreement. John Raaymakers is hereby designated a s t he Director of Public Works' designee and Project Manager, and shall s uperv ise the progress and execution of this Agreement. CONSUL TANT: Consultant shall assign a single Consultant Proj ect Manager to have overall responsibility for the progress and execution of thi s Agreement for Consultant. Should circumstances or conditions subsequent t o the execution of the Agreement require a substitute Consultant Project Manager fo r any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The desi gnate d Consultant Project Manager shall be Kathy Wood. 11 , HOLD HARMLESS: Indemnification: A Claims for Professional Liability . Where the law establishe s a standa r d of care for Consultant's professional services, and to the e xtent the Consultant breaches or fails to meet such established standard o f care, or is alleged to have breached or failed to meet such standard of ca re , Cons ultant shall, to the fullest extent allowed by law, with respect to all s e r vices performed in connection with the Agreement, indemnify, defend, and h o ld Page 3 of 12 Non -Design Profession al Agree m ent harmless the City and its officers, officials, agents, employe es and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including an y inju ry 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, reckl essness, or willful misconduct of Consultant or Consultant's employ ees, offic er s, officials, agents or independent contractors. Such costs and expenses sh a ll 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 dama ge is caused by the sole negligence or willful misconduct of City, its agents or employees . B. Claims for Other Liability. Consultant shall, to the fullest e xt ent allowed by law, with respect to all services performed in connection w ith 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 w hatsoever against any of them, including any injury to or death of an y p erson or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independen t contractors. Such costs and expenses shall include reasonable attorneys ' fees of counsel of City's choice, expert fees and all other co st s and fe es 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, cla ss of operations covered, effective dates and dates of expiration of insurance co v erage in compliance with paragraph 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 b y this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance w ritten 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 thi s Agreement all appropriate coverage of insurance required by this Agre em en t 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 of 12 Non -Design Professional Ag ree m en t A. COVERAGE: Consultant shall maintain the following insurance co v erage : (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the follo w ing 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 consid ere d equivalent to the required minimum limits shown a bove. (3) Automotive : (4) Comprehensive automotive liability co ve rage 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 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 t o subrogation which any such insurer of said Consultant may acquire against City b y virtue of the payment of any loss under such insurance. Page 5 of 12 Non-Desi gn Professional Agreement C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to se cure 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. 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 h e ld b y 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 fo r 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 s taff 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 la w 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 b y 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 Cons ultant. The sa le, assignment, transfer or other disposition of any of the issued and Page 6 of 12 Non-Design Professional Agreement outstanding capital stock of Consultant, or of the interest of any general partne r 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 sha ll also be 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, certificates 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, prepare d 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 this Agreement. Any Report, information and data acquired or required b y 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 wa s hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. Pa ge 7 of 12 N on -Design P rofe ssion a l Agree m ent 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 t o any individual or organization by Consultant without prior approval by Cit y . 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 b y City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services prov ided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide fre e access to such books and records to the representatives of City or its designee s a t 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, Pa g e 8 of 12 N on -De sign Professional Ag re e ment addressed as hereinafter provided . All notices, demands, requests, or approvals from Consultant to City sha ll be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: John Raaymakers All notices, demands, requests, or approvals from City to Consultant sha ll be addressed to Consultant at: GWLand Associates 215 Caledonia Street, Suite 303 Sausalito, CA 94965 Attention: Kathy Wood 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 b e 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 t o 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 par t y shall pay to the other party that 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. 1. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. A. PREVAILING WAGES: To the extent applicable, Contractor shall comply with the City's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. Contractor shall pay prevailing wages. Contracto r will submit monthly certified payroll records to the City for all employ ees and Page 9 of 12 N on-Desi gn Professional Agre ement subcontracto rs in a pre approv ed format or a City provided form . An y dela y in remitting certified payroll reports to the City upon request from the Cit y w ill re sult in either delay and/or forfeit of outstanding payment to Contractor. B. WORKING DAY: To the extent applicable, Contractor shall co mply with California Labor Code Section 1810, et seq. which provides that w or k p e r fo r m e d by employ ees of contractors in excess of 8 hours per day, and 40 hours dur ing any one week, must be compensated as overtime, at not less than 1 ½ times the bas ic rate of pay . C. PAYROLL RECORDS: To the extent applicable, Contractor shall co mply with California Labor Code Section 1776 which requires certified pay roll r ec ords be maintained with the name, addres s, social security number, work cl a s si fic ation, straight time and overtime hours worked each day and week, and the actu al per diem wages paid to each journeyman, apprentice, worker, or other employe e employ ed b y him or her in connection with this Agreement. The Pay ro ll Reco r d s shall be made a v ailable for inspection as provided in California La b or Cod e Section 177 6. D . APPRENTICES : To the extent applicable, Contractor shall co m p ly with California Labor Code Section 1777.5 regarding apprentices. 2 . CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced b y the la ws of the State of California excepting any choice of law rules w hich may d ire ct the application of laws of another jurisdiction. The Agreement and obliga tions of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction ov er this Agreement (or the successo rs 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 . 3. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhib ited, dis playe d any signs, advertising, show bills, lithographs, posters or car d s of any kind pertaining to the serv ices performed under this A g reement unless prior w ritten approval has been secured from City to do otherwise . 4. WAIVER: A w a iver b y City of any breach of any term, covenant, or conditio n containe d herein s hall not be deemed to be a waiver of any subsequent b reach o f the s ame or any other term, co v enant, or condition contained here in, w h e ther of Page 10 of 12 N on-Desi gn Professiona l Agreem en t the same or a different character. 5. 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. 6. 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. 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. 7. 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 b y either party. 8. 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. Page 11 of 12 Non-Desi gn Professional Agreement P.O. No.: \JO 2,,() t ')r, '-t'l ~ IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT GWLand Associates Name f f>CI tt:kE\;-,~ LAX) OJ) Title f kR_ 1 N.£"(( Date Q f \ ~ J l l Tax I. D. No.: g l -\ 1 4 4 \ S:: 0 Address: 215 Caledonia Street, Suite 303 Sausalito, CA 94965 CITY OF CUPERTINO A Municipal Corporation By~- Tirnrn Borden, Director of Public Works Date -z(ts:/47 APPROVED AS TO FORM : "~ .AM \j Randolph Stevenson Horn City Attorney ATTEST: Grace Schmidt, City Clerk 1--f S--f ·7 4 w Contract Amount: IO <o I OV"O · - Account No.: Q.--;n, .~0 ·2'?::~ C,ru -'fos Page 12 of 12 N on-Design Professional Agreement EXHIBIT A SCOPE OF SERVICES The requirements for Basic Services are set forth in this Exhibit A, including general requirements and specific Tasks. The Scope of Services for this contract apply to the 20 parcels listed in Exhibit A -1 that ind icate the need for right of way (ROW) and/or Temporary Construction Easements (T CE ). GWLand Associates , Inc. (CONSULTANT) will assist the CITY with the implementation of the McClellan Road Sidewalk Improvement Project-Phase 2 by providing the follow ing services re lated to right of way acquisition : SECTION 1 -GENERAL A . General Performance Requirements: 1. The performance of all services by CONSUL TANT shall be to th e sa t isfa ct ion of the CITY , in accordance with the express terms hereof, including but no t limited to the terms set out in detail in this Scope of Services and the sta nda rd of care provisions contained in this AGREEMENT . 2 . The CITY 's Department of Public Works shall manage the PROJECT an d this AGREEMENT . CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter colle ctive ly "CITY") only . The CITY shall resolve any conflicting direction fro m othe r groups , departments or agencies. 3. CONSUL TANT shall designate and provide to the CITY the names of the ir te am members for the PROJECT . The team members shall be satisfactory to t he C ITY. CONSUL TANT shall not substitute any team members w ithout t he prior a pproval of the CITY . 4 . CONSUL TANT's services shall be performed as expeditiously as is cons istent with professional skill and care and the orderly process of the work . The schedule for the performance included in EXHIBIT B may be adjusted by m utua l agreement. SECTION 2 -TASKS Task #1: Project Management -General Consultation Project management and general consulting services will consist of the following : 1.1. Project meetings with City staff to establish work process and work schedul e for all right of way functions (4 meetings budgeted) Ci ty of Cupertino GWLand Associates Rig ht of Way Services related to McClellan Sidewalk Improvements -Ph 2 EXH IBIT S Page 1 of 9 1.2 . Participation in community outreach meeting, as needed. 1.3. On-going consultation related to right of way issues and process . 1.4 . Coordination with and management of all subcontractors 1.5 . Coordination with City legal counsel , as needed. 1.6. Problem solving and strategizing with City staff to provide recommendations for resolution of problems. 1.7. Contract management , budget control and monitoring with timely project repo rt ing . 1.8 . Maintenance of project files for City review . 1.9 . Monitoring work plan and work flow to ensure timely completion of ass igned t asks and prescribed objectives. 1.10 . Timely and responsive commun ications to City staff regarding status of wo rk. Deliverable s : 1.1 Meeting minutes 1.8 Establishment and maintenance of project files . Provide to C ity as reque sted . 1.10 Status reports of project issues and tasks , frequency as ag reed on . Task# 2: Appraisal Services Appraisal services will be provided by Smith & Associates as a sub-contractor to GWLa nd Associates , Inc. Smith & Associates is an independent Real Estate Appraisal and Consulting firm specializing in Commercial Real Estate Appraisal and Valuation Serv ices in the Greater Bay Area . The Scope of Work envisions 19 appraisals of narrow strips of land at the frontage of sing le- fam ily home sites along McClellan Road. The property to be appraised includes approximately 7 ft . wide strips in fee and 5 ft. wide strips as temporary construction easements . Temporary construction easements may or may not be needed , at the discretion of the City. The project is to construct sidewalks , curbs , gutters and park strips along McClellan. The appraisals will not be for condemnation but will be prepared to g e neral market value appraisal standards. The assignment assumes that no consideration will be given to damages or larger parce l valuation issues since the City does not intend to pursue eminent domain proceeding s on this voluntary project. Cit y of Cupertino GWLand Associat es Right of Way Se rv ices related to McClellan Sidewa lk Improvements-Ph 2 EXHIBITS Page 2 of 9 Appraisal services shall consist of the following: 2.1 An initial meeting with the City to formalize the Scope of Work and a final meeting at completion to discuss the appraisal findings and answer questions . 2.2 Appraisal inspections. Three days are budgeted for inspections . If owners are not present, the inspections should be completed in 30-45 minutes per property. If owners are present the inspections may take longer in order to explain the process and answer questions. Properties will not be entered without the owner's permission and if they are not at the inspection the site improvements will be inventoried from the existing right of way. 2.3 Inspections will include photographs of the impacted areas and identification of site improvements. Site improvements in the impacted areas are generally considered to include irrigated lawn, shrubs, plants, trees, fences, mailboxes, sidewalks, and driveways. 2.4 The appraisal will develop a uniform per square foot value for residential lots within the project area to be applied to all properties. 2.5 The land will be appraised using comparable residential lot sales in the immediate area. The site improvements will be appraised based on their contributory market value for each property individually. It is understood that fences, mailboxes, light fixtures and any other moveable items in the impacted areas will be relocated as part of the project and therefore will be excluded from the appraisal. Damage to any and all utility installations, including irrigation and yard lighting, will be repaired as part of the project and will be excluded from the appraisal. The appraisers will be provided with a plan that shows what trees will be removed and what trees will stay. No compensation will be considered for inconvenience or loss of access or parking during construction. 2.6 Appraisal report. A single Appraisal Report will be prepared in the form of a Restricted Report format per the Uniform Standards of Professional Appraisal Practice (US PAP). The report will use standard non-eminent domain language. The single report will include all of the properties to be appraised with values presented in a spreadsheet for easy reference. Deliverables: 2.6 Appraisal report City of Cupertino GWLand Associates Right of Way Services related to McClellan Sidewalk Imp rovements-Ph 2 EX HIBIT S Page 3 of 9 Task# 3: Property Acquisition/Negotiations GWLand Associates, Inc. will provide the following acquisition services : 3.1 Accompany Appraiser on inspection dates and meet with owners where possibl e 3.2 Create parcel files and maintain written diaries for each property 3 .3 Draft letters and all other required documentation for city 's review an d approval to present to owners including Appraisal Inspection Letters , Agreemen ts, Waive r's, Conveyance Documents , etc . 3.4 Person to person negotiations and contacts with property owners 3 .5 Explanation to owners of City 's Voluntary Acquisition Program 3.6 Coordination of title and/or escrow services (as needed) 3 . 7 File close-out and/or escrow close Deliverables: 3.2 Parcel files and diaries 3 .3 Documents as required for property acquisition 3 . 7 Any project files not previously provided Task # 4: Additional Services 1. Services provided by CONSUL TANT that are different from or in add ition to those described herein are being included in the scope of Basic Services are refer red to as "Addit ional Services ". No Additional Services shall be performed without the prior w ritten authorization of the CITY . No compensation shall be due from the CITY to the CONSUL TANT for any Additional Services provided or performed by the CONSUL T A NT without the prior written authorization of the CITY . 2. Compensation to the CONSUL TANT for Additional Services directed and autho rized by the CITY shall be on the basis of either: 1) actual and reasonable time of the CONSUL TANT's personnel necessary to complete the authorized Add itional Se rv ice computed in accordance with the Rate Schedule attached to this Agreement ; or 2) a fixed price mutually agreed upon by the CITY and the CONSUL TANT. The forgoin g notwithstanding , if Additional Services authorized by the CITY result from the negl ect of CONSULTANT or CONSULTANT's default under this Agreement, CONSULTAN T shall complete Additional Services at no cost to the CITY. City of Cupertino GWLand Associate s Ri ght of Way Services related to McClellan Sidewalk Improvements-Ph 2 EXHIB ITS Page 4 of 9 EXHIBIT B SCHEDULE OF PERFORMANCE Th is Schedule of Performance establishes t he milestones for commencement a nd co mpletion of the Tasks for Basic Services as specified in Exhibit A , Scope of Services . TASK# TASK DESCRIPTION 1 Project Management 2 Appraisal Services 3 Acquisition/Negotiation Services 4 Additional Services Cit y of Cupertino GWLa nd Asso ciates Rig ht of Way Services related to McClellan Sidewalk Improvements-Ph 2 EXHIBITS D URATIO N Ongoing from Noti ce to Proceed 45 days after Not ice to Proceed for this Task 8 weeks after Noti ce to Proceed for this T ask When authorized to proceed on task Page 5 of 9 EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit C on Compensation supplements the provisions of Section 4 of the Agreemen t on Compensation, as further specified in Section 4 . A. MAXIMUM COMPENSATION The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSUL TANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed One Hundred and Six Thousand Dollars ($106 ,000). CONSUL TANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2 of Exhibit A, TASKS and inclusive of reimbursable expenses , for the maximum not to exceed amount of Eighty-Seven Thousand and Nine Hundred Dollars ($87,900). The maximum amount of Additional Services are authorized under Section F of this EXHIBIT C is Eighteen Thousand and One Hundred Dollars ($18,100). B. METHOD OF PAYMENT For Task Nos. 1 through 3 CONSUL TANT shall, during the term of this AGREEMENT, invo ice the CITY monthly based upon a percentage of completion of each task set forth below in the Payment Schedule for services performed , and reimbursable expenses incurred if applica ble , in completing that task under this AGREEMENT (Hereinafter "Invoice"). Provided CONSUL TANT has completed the services and incurred the reimbursable expenses covered by the Invoi ce in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CIT Y shall pay CONSUL TANT the amount shown on the Invoice within thirty (30) working days of rece ipt of the Invoice. The Invoice shall be based on the percentage of the task completed, and it shall describe the work completed during the Invoice period in accordance with the Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable , in accordance with the Payment Schedule set forth below. CONSUL TANT also shall include supporting documents to verify completed work and for any reimbursable expenses . The Invoice shall include sufficient detail to satisfy financial audits. The Invoice shall also show the total to be paid for the Invoice period . City of Cupertino GWLand Associates Right of Way Services related to McClellan Sidewalk Improvements-Ph 2 EXHIB IT S Page 6 of 9 C. PAYMENT SCHEDULE The following budget schedule will be used to determine monthly compensatio n for Bas ic Services based on the degree of completion, subject to confirmation and agreement by the C ity , and budget for each listed Task: TASK# TASK DESCRIPTION TASK COMPENSATION 1 Project Management $9 ,900 2 Appraisal Services* $30 ,000 3 Acquisition/Negotiation Services $48 ,000 4 Addit ional Services $18 ,100 To t al : $106 ,000 * Fixed Fee. The cost for the appraisal process is $30 ,000 or $1,500 per prop e rty . If propert ies are added , additional compensation of $1 ,000 per property will be authorized. Additional serv ices by Smith and Associates beyond this Scope of Work , including revisions , u pdates , m eetings , arbitration, mediation, depositions , and testimony will be billed at $300 per hou r . Consultant may not bill in excess of the Task Budget amount for any Task without prior w ritten a uthorization from the City. The City has the discretion , but not the obligation , to reallocat e the budgeted amounts for each Task , subject to the not to exceed limit specified in Section 4 of the Agreement. D. SUBCONSULTANT SERVICES CONSULTANT is directly responsible for any payment for subconsultant work on this PROJECT. SUBCONSUL TANT work on this PROJECT is included in the Payment Sche dule shown above and shall be billed to the CITY by CONSUL TANT as part of the Basic Se rvi ces . E. REIMBURSABLE EXPENSES Reimbursable expenses are included in CONSUL TANT's maximum compensation , inclu ding , but not limited to , any expenses related to CONSUL TANT's tasks. There are no separate re imbursable expenses for Basic Services performed under any Task of EXHIBIT A. Cit y of Cupe rt ino GWLand Associates Right of Way Services related to McClellan Sidewalk Improvements -Ph 2 EX H IB ITS Page 7 of 9 F. ADDITIONAL SERVICES CONSUL TANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a t ime and material basis at the rates set forth herein , as authorized by the CITY. The CITY ha s set aside the sum of Eighteen Thousand and One Hundred Dollars ($18 ,100) for the paym e nt of Additional Services . The CITY shall not authorize and CONSUL TANT shall not perform an y Addit ional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additio na l Services are authorized, CONSUL TANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C . The rates shown in the Ho urly Rate Schedule below shall stay in effect during the full term of the contract. The CITY sh a ll pay Additional Services Invoices as provided in this EXHIBIT C. G . HOURLY COMPENSATION FOR ADDITIONAL SERVICES 1. Hourly Rate Schedule. The City will compensate Consultant for satisf a ctory performance of duly authorized Additional Services which are subject t o hourly bil ling , based on the hourly rate(s) set forth below , but subject to the compensat ion lim its in Section 4 of the Agreement. The hourly rates are deemed to include all c ost s incl ud ing , salary , wages , benefits , taxes, insurance , and the like paid to or on behalf of eac h individua l providing the Services, and are also deemed to include profit , overhea d , veh icle , equipment and supply costs and the like. The hou rly rates do not includ e Reimbursable Expenses , which are addressed below and in Section 4 of the Agreement. These hourly rates will rema in in effect for the Term of the Agreement unless c hanged by written amendment to the Agreement. Professional Hourly Rates: Project Manager $ 150 Acquis ition Agent $ 120 Appraiser $ 300 2. Reimbursable Expenses. The following are allowed Reimbursable Expenses fo r authorized Additional Services compensated on an hourly basis (time and expe nses), subject to the compensation limits in Section 4 of the Agreement: • Necessary add itional sub-consultant services • Individual or multiple document reproductions that exceed 50 pages • Drawing or bid set reproductions to the extent authorized by City • Special software required by City specifically for the Project, excluding sta ndard software programs such as Microsoft Office suite applications (i.e . Word , Excel . PowerPoint , Project , etc.), Adobe Acrobat, or standard photo edit ing p rograms Ci t y of Cupertino GWLand Associates Rig ht of Way Se rv ices related to McClellan Sidewalk Improvements-Ph 2 EXHIBITS Page 8 of 9 • Necessary travel expenses to the extent allowed by City policy , with mileag e reimbursed per the current IRS standard mileage rate at the time of travel • Safety equipment required by City policy or the Project scope of services • Mass mailing notifications • Special expenses for public meetings, such as refreshments , interpreters , security, valet parking, facility rental, tents or booths , easels , markers , paper , or presentation equipment City of Cupertino GWLand Associates Right of Way Services related to McClellan Sidewalk Improvements-Ph 2 EXHIBITS Page 9 of 9