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17-109 David J. Powers and Associates, Inc., Environmental Consultant ServicesAGREEMENT BETWEEN THE CITY OF CUPERTINO AND DAVID J. POWERS AND ASSOCIATES, INC. FOR ENVIRONMENTAL CONSUL TANT SERVICES p o e--o l 'K -\-t.fO THIS AGREEMENT, for reference dated .J ~ I <..f 1 , 201 7, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and DAVID J. POWERS AND ASSOCIATES, a California corporation whose address is 1871 The Alameda, Suite 200, San Jose, CA 95126 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for environmental consultant services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on December 31, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A". titled "Scope of Services" which is attached hereto and incorporated herein by this reference. Page 1 of 12 Non-Des ign P ro fession a l Agreem ent 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed SIXTY THOUSAND DOLLARS ($60,000). The rate of payment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services . None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Page 2 of 12 N on-Des ign Pro fess ional Agreem ent Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROTECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. John Raaymakers is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall as sign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Jodi Starbird. 11. HOLD HARMLESS: Indernnifica tion: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant Pa ge 3 o f 12 N on -Des ign Professional Agreem ent shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with 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 by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do Page 4 of 12 Non-Design Professional Agreement insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A . COVERAGE: Consultant shall maintain the following insurance coverage: B. (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: (4) Comprehensive automotive liability coverage in the following minimum limits : Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: Pa ge 5 of 12 Non -Des ign Professional Agreem ent If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City . Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner Page 6 of 12 Non-Design Professional Agreement 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 furnisli proof of workers' compensation insurance and shall 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, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City . Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Page 7 of 12 N on-Des ign Professiona l Ag reement Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services . All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. Page 8 of 12 Non-Design Professional Agreement All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: John Raaymakers All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: D J. Powers & Associates, Inc. 1871 The Alameda, Suite 200 San Jose, CA 95126 Attention: Jodi Starbird 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time sp ecified after receipt by Consultant from City of written notice of default, specifying the nature of such d efault and the s teps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consµltant written notice thereof. City shall have the option, at its sole dis cretion and without cause, of terminating this Agreement by giving seven (7) days ' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that 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. Contractor will submit monthly certified payroll records to the City for all employees and subcontractors in a preapproved format or a City provided form . Any delay in remitting certified payroll reports to the City upon request from the City will result Page 9 of 12 Non-D es ign Profe ssional Agree m ent in either delay and/or forfeit of outstanding payment to Contractor. B. WORKING DAY: To the extent applicable, Contractor shall comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of co ntractors in excess of 8 hours per day, and 40 hours during any one week, must be compensated as overtime, at not le ss than 1 V2 times the basic rate of pay. C. PAYROLL RECORDS : To the extent applicable, Contractor shall comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentic e, worker, or other employee employed by him or her in com1ection with thi s Agreement. The Payroll Records shall be made available for inspection as provided in California Labor Code Sec ti on 1776. D . APPRENTICES: To the extent applicable, Contractor shall comply with California Labor Code Section 1777.5 regarding apprentices. 2. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 3. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 4. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Page 10 of 12 Non-Design Professional Agreement 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 by 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-Design Profess ional Agreement P.O. No.: ·2 0/ f-( l( 0 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT David J. Powers & Associates, Inc . Name dt>"D l S~\"K:.t> Title f1ZlNC..\VA L- Date_-,_J i_i.\-_J_i, __ Tax I.D. No.: ,7 -0Z.\9.511 Address: 1871 The Alameda, Suite 200 San Jose, CA 95126 ( 408) 248-3500 Non -Des ign Profession a l Agree m ent CITY OF CUPERTINO A Municipal Corporation B~ Timm Borden, Director of Public Works Date =,/ -z_-/1 7 APPROVED AS TO FORM: & Randolph Stevenson Horn City Attorney ATTEST: Grace Schmidt, City Clerk / r-L{p -(1 Contract Amount: $60,000 Account No.: 270-85-821-900-990 Pa ge 12 of 12 EXHIBIT A SCOPE OF SERVICES The requirements for Services are set forth in this Exhibit A. TASK 1: Biological Monitoring during Construction Consultant will provide qualified personnel, equipment, and materials required to perform biological monitoring as required by agencies having jurisdiction over the work area. All work is to be performed in a manner that satisfies all permit and other requirements including qualifications of the monitor, reporting and documentation, recordation, and final reports, if any. Consultant shall attend pre-construction meeting for the project and provide information on the ecological monitoring including any specific tasks or actions that will need to be completed by the contractor or the City. Justin Semion will be the Principal in Charge and Katie Fedeli will be the Project Manager. Additional staff will be assigned as needed to complete the work . Post-construction monitoring is limited to submittal of post-construction monitoring reports. Deliverables: • All required forms, reports, or other reporting as required by permitting and regulatory agencies that have jurisdiction over the work area. • Copies of all documents shall be provided to the City of Cupertino in digital format. City of Cupertino David J . Powers & Associates, Inc. Regnart Road Slope Stabilization Page 1 of 5 EXHIBIT B SCHEDULE OF PERFORMANCE Monitoring work shall be coordinated with the City 's contractor to ensure appropriate monitoring is conducted. The City will provide project information to the consultant such as when the Notice to Proceed is issued and contact information for the contractor . It will be the responsibility of the consultant to contact and coordinate with the contractor to confirm start dates and other specifics that will allow the ecological monitor to be present as needed to conduct the monitoring. On-site construction monitoring assumes (a) one preconstruction survey and (b) full time monitoring will be required for 10-hour construction days over a pe riod of six weeks (30 working days). Consultant shall provide all required documentation to the City and/or permitting agencies within the timeframes or by due dates set forth by said organizations. City of Cupertino David J. Powers & Associates, Inc . Regnart Road Slope Stabilization Page 2 of 5 EXHIBITC COMPENSATION Capitalized terms wh ich are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit Con Compensation supplements the provisions of Section 4 of the Agreement on Compensation , as further specified in Section 4 . 1. BASIC SERVICES BUDGET SCHEDULE A. Maximum Compensation. The CITY agrees to compensate CONSUL TANT 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 SIXTY THOUSAND DOLLARS($ 60 ,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 and inclusive of reimbursable expenses, for the maximum not to exceed amount of FIFTY-THREE THOUSAND, ONE HUNDRED AND THIRTY DOLLARS($ 53 ,130). The maximum amount of Additional Services are authorized under Section F of this EXHIBIT C is SIX THOUSAND , EIGHT HUNDRED AND SEVENTY DOLLARS ($ 6,870). B. Method of Payment For Task No . 1 CONSUL TANT shall, during the term of this AGREEMENT, invoice the CITY monthly based on time spent and materials used for services performed, and reimbursable expenses incurred if applicable , in completing that Task under this AGREEMENT . (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY , the CITY shall pay CONSUL TANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice . The Invoice shall describe the work completed during the Invoice period. The Invoice shall list work completed and reimbursable expenses if applicable. CONSUL TANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. City of Cupertino David J . Powers & Associates , Inc . Regnart Road Slope Stabili z ation Page 3 of 5 C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task #1: Task #2: Task Description Ecological Monitoring (Basic Services) Additional Services TOTAL Task Compensation $53,130 $6,870 $ 60,000 CONSUL TANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed SIXTY THOUSAND DOLLARS($ 60 ,000). D. Subconsultant Services. CONSUL TANT is directly responsible for any payment for subconsultant work on this PROJECT. SUBCONSUL TANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSUL TANT as part of the Basic Services. E. Reimbursable expenses. Reimbursable expenses are included in CONSUL TANT's compensation, including, but not limited to , any expenses related to CONSULTANT's internal plan checks , CAD test prints , 8 1/2" x 11 " copies or fax copies . Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Task 1 of EXHIBIT A. 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 time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of SIX THOUSAND, EIGHT HUNDRED AND SEVENTY DOLLARS ($ 6 ,870) for the payment of Additional Services. The CITY shall not authorize and CONSUL TANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSUL TANT 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 Additional Services are authorized , CONSUL TANT shall submit Invoices in accordance with the CONSUL TANT hourly rate schedule attached to this EXHIBIT C . The rates shown in the EXHIBIT C -1 shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C . City of Cupertino David J . Powers & Associates , Inc . Regnart Road Slope Stabilization Page 4 of 5 EXHIBIT C-1 HOURLY COMPENSATION FOR ADDITIONAL SERVICES A. Hourly Rate Schedule. The City will compensate the CONSULT ANT for satisfactory performance of duly authorized Additional Services which are subject to hourly billing , based on the hourly rate(s) set forth below, but subject to the compensation limits in Section 4 of the Agreement. The hourly rates are deemed to include all costs including, salary, wages , benefits , taxes , insurance, and the like paid to or on behalf of each individual providing the Services , and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include Reimbursable Expenses , which are addressed in Section 4 of the Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. City of Cupertino David J. Powers & Associates , Inc . Regnart Road Slope Stabili z ation Page 5 of 5 EXHIBIT C-1 CHARGE RATE SCHEDULE 1 Hourly Rate Senior Principal $ 275.00 Principal Project Manager $ 250.00 Senior Environmental Specialist $ 220.00 Senior Project Manager $ 195.00 Environmental Specialist $ 180.00 Biologist $ 170 .00 Project Manager $ 170 .00 Associate Project Manager $ 145 .00 Assistant Project Manager $ 120.00 Researcher $ 105.00 Draftsperson/Graphic Artist $ 110 .00 Document Processor/Quality Control $ 100.00 Administrative Manager $ 100.00 Office Support $ 85 .00 Materials, outside serv ices and subconsultants include a 15 % administration fee . Mileage will be charged per the current IRS standard mileage rate at the t ime costs occur . 1 Dav id J. Powers & Associates, Inc . provides regular, clear and accurate invoices as the work on this project proceeds, in accordance with normal company billing procedures . The cost estimate prepared for this project does not include special accounting or bookkeeping procedures , nor doe s it include preparation of extraordinary or unique statements or invoices . If a special invoice or accounting process is requested, the service can be provided on a time and materials basis. Any fee s charged to DJP&A for Client's third -party services related to invoicing, insurance certificate maintenance, or other administrative functions w i ll be billed as a reimbursable expense. EXHIBIT C-1 ENVIRONMENTAL CONSULT A NTS GOVERNMENT CLIENT RATE SCHEDULE Effective: January 1, 2017 PRINCIPALS Timothy DeGraff, Chief Executive Officer Geoff Smick, President Sherry Maloney, Chief Financial Officer Michael Josselyn, Senior Wetland Scientist Douglas Spicher, Senior Wetland Ecologist Philip Greer, Senior Biologist George Salvaggio, Senior Landscape Architect Justin Semion, Senior Aquatic Ecologist Amanda McCarthy, Senior Plant Ecologist Ben Guillan, Director Conservation Finance ASSOCIATE PRINCIPALS SENIOR ENVIRONMENTAL PLANNER SENIOR ASSOCIATE SENIOR ASSOCIATE/ GIS MANAGER SENIOR ASSOCIATE MARKETING DIRECTOR ASSOCIATE ENVIRONMENTAL PLANNER ASSOCIATE LANDSCAPE ARCHITECT ASSOCIATE GIS PROFESSIONAL/ GIS PROFESSIONAL II CONSERVATION FINANCE MANAGER LANDSCAPE ARCHITECT ENVIRONMENTAL PLANNER SCIENTIST SENIOR GIS TECHNICIAN / SENIOR LANDSCAPE DESIGNER SENIOR TECHNICIAN GIS TECHNICIAN / LANDSCAPE DESIGNER TECHNICIAN/ ASSISTANT ENVIRONMENTAL PLANNER FIELD STAFF CLERICAL EXPERT WITNESS Necessary project expenses are billed at cost plus 10%. $225/HR 205/HR 205/HR 225/HR 193/HR 193/HR 193/HR 193/HR 205/HR 225/HR 193/HR 193/HR 175-205/HR 175/HR 124/HR 155-158/HR 152/HR 152/HR 131-150/HR 155-188/HR 134/HR 117/HR 124-125/HR 112/HR 110-121 HR 102-112/HR 100-106/HR 76/HR 69/HR Rate x 1.5 6/8/17 2169-G Eosl Francisco Blvd .. Son Rafael , Cl\ 94901 (415) 454 -8868 tel (415) 454 -0 129 fox info@wro -co .com www.wro -co.com ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) .~ 7/14/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~i~cT Diana Chau SelectSolutions Insurance Services r4~fN,.7n "•"· ( 86 6) 500-63 59 I FAX CA/C Nol : (925) 951-0077 1350 Carlback Avenue ~~l~~ss: dianac@ppibselect.com Suite 100 INSURER(S) AFFORDING COVERAGE NAJC# Walnut Creek CA 94596 INSURER A :Travelers Property Casual tv Company 25674 INSURED INSURER B :The Travelers Indemni tv Company of 25682 David J. Powers & Associates, Inc. INSURER C :The Hanover American Insurance 36064 1871 The Alameda INSURER D :Con tin en tal Casualty Company 20443 Suite 200 INSURER E: San Jose CA 95126 INSURER F : COVERAGES CERTIFICATE NUMBER:17 /18EO/WC, 16/l 7GL/AL/UL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL ISUBR /OLICY EFF r~2r~%MVv, LTR TYPE OF INSURANCE 1,.,on I ,on,n POLICY NUMBER MM/DD/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ~ D CLAIMS-MADE w OCCUR DAMAGE TO RENTED A PREMISES CEa occurrencel $ 1,000,000 X y 680-5H000284 -16-47 12 /3/2 016 12/3/2017 MED EXP (Any one person) $ 5,000 - PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ 0 PRO -D LOC PRODUCTS -COMP/OP AGG $ 4,000 ,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ >---- X AN Y AUTO BODILY INJURY (Per person) $ B >----ALL OWNED -SCHEDULED AUTOS AUTOS X y BA-6820Ll53-16-GRP 12 /3 /2 016 12/3 /2 017 BODILY INJURY (Per accident) $ >---->---- X X NON-OW NED PROPERT Y DAMAGE $ HIRED AUTOS AUTOS /Per acc iden t\ >---->---- $ X UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ 1,000,000 - A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED I X I RETENTION$ 0 CUP2C5902111 12/3 /2 016 12/3/2017 $ WORKERS COMPENSATION X I ~f:TUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANY PROPRIETOR/PARTNER/E XECUT IVE 0 NIA E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXC LUDED? C {Mandatory In NH) WZ39816300 1 /13 /2 017 1/13/2018 E.L . DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describ e und er DESCRIPTION OF OPERATIONS be low E.L. DISEASE -POLICY LIMIT $ 1 000 000 D PROFESSIONAL LIABILITY EEH288347490 3/26/2017 3/26/2018 PER CLAIM $2 ,000,000 AGGREGATE $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Project #17-132 Biological Monitoring during Construction. As Per Contract or Agreement on File with the Insured . City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as additional insured on General Liability and Automobile Liability policies if required by written contract per attached endorsements. Waiver of subrogation applies to General Liability and Automobile Liability policies if required by written contract per the attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: John Raaymakers -Public Works ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Ave. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE L Trevino /CHADI1 ~ 2f"""~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) INS025 (20 1401 ) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6805H000284164 7 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED {ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED : Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured : c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance . h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period. whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess. contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss. and we will not share with the other insurance. provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed ; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess. contingent or on any other basis. that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 0915 © 2015 The Travelers Indemnity Company. All rights reserved . Page 1 of 2 Includes the copyrighted material of Insurance Services Office , Inc ., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us , of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs , or the "personal injury" offense is committed . 4. The following definition is added to the DEFINITIONS Section : "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed : a. After you have signed that written contract ; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CGD3810915 Include s the copyrighted material of Insurance Services Office, Inc ., with its permission POLICY NUMBER BA6820L 15316GRP COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage . However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part , and these coverage broadening provisions do not apply to the extent that coverage is excluded or lim ited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages . Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights , duties , and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS -INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE : Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period , to be named as an addi- tional insured is an "insured " for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured , of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured " while operating a covered "a uto" hired or rented under a contract or agreement in an "em- ployee 's" name , with your permission , while H. I. J. K. L. M. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT WAIVER OF DEDUCTIBLE -GLASS PERSONAL PROPERTY AIRBAGS AUTO LOAN LEASE GAP BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2 . The following replaces Paragraph b. in B.5., Other Insurance , of SECTION IV -BUSI- NESS AUTO CONDITIONS : b. For Hired Auto Physica l Damage Cover- age , the following are deemed to be cov- ered "autos" you own : (1) Any covered "auto " you lease , hire , rent or borrow ; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission , while performing duties related to the conduct of your bus i- ness . However , any "auto" that is leased , hired , rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured , of SECTION II -COVERED AUTOS LIABILITY COVERAGE: CA T4 20 02 15 © 20 15 Th e Trav elers Ind em nity Com pany. All rights reserved . Page 1 of 3 Includ es co pyrighted materi a l of In sura nce Services Offi ce , In c . wi th its pe rmi ssio n. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us - ing a covered "auto" you don't own , hire or borrow in your business or your personal affairs . D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover . We do not have to furnish these bonds . 2. The following replaces Paragraph A.2.a.(4) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request , including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS -INCREASED LOAD CAPACITY The following replaces Paragraph C .1. of SEC - TION I-COVERED AUTOS: 1. "Trailers" with a load capacity of 3 ,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire , rent or borrow subject to the following : (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50 ,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to : (a) Any "auto" that is hired , rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para - graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in - curred by you because of the total theft of a cov- ered "auto" of the private passenger type . H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT-INCREASED LIMIT Paragraph C.1.b. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is deleted . I. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced . J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age . Page 2 of 3 © 2015 Th e Travelers Indemnity Compan y. All right s re serv ed . CA T4 20 0215 In cl ude s copyri g ht e d material of Insurance Servi ces Offi ce, Inc. with its pe rmis si on . K. AIRBAGS The following is added to Paragraph 8.3., Exclu- sions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Exclusion 3.a. does not apply to "loss " to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only : a. If that "auto " is a covered "auto" for Compre- hensive Coverage under this policy ; b. The airbags are not covered under any war- ranty ; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1 ,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto " of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided , we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following : (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use , abnormal wear and tear or high mileage ; (c) Security deposits not returned by the les- sor ; (d) Costs for extended warranties , Credit Life Insurance, Health , Accident or Disability Insurance purchased with the loan or lease ; and (e) Carry-over balances from previous loans or leases . M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS : 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex - tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 0215 © 2015 Th e Travelers Ind em nity Comp a ny. All right s reserved . Page 3 of 3 In cl ud es copyrighted ma terial of Insurance Serv ice s Offic e , In c . with its perm issio n. ..