Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
18-141 4Leaf, Inc., On Call Building Inspection Services
SECOND AMENDMENT TO AGREEMENT 18-141 BETWEEN THE CITY OF CUPERTINO AND 4LEAF INC. FOR ON CALL BUILDING INSPECTIONS This Second Amendment to Agreement 18-141 between the City of Cupertino and 4-Leaflnc, for reference dated Month Day, Year, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4Leaf Inc, a Corporation, etc ("Consultant") whose address is 2126 Rheem Dr., Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A.On 7/1/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for On-call building inspections. B.The Agreement, First and Second Amendments are collectively referred to as the "Agreement" unless otherwise indicated. C.City and Consultant desire to modify the Agreement on the terms and conditions set fo1ih herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned patties as follows: 1.TERM Paragraph 4 of the Agreement is modified to read as follows: Maximum Compensation. City will pay consultant for satisfactory performance of the Services a total amount that will be based upon actual cost but that will be capped so not to exceed $28,449.45. 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. CONSY�t,T , T . /) ------By {./ �.,,,,...--Kevin '. gan Title President -:F Inc APPROVED AS TO FORM1�-� City Attorney City Clerk '{ .-"la'-{ -(1 EXPENDITURE DISTRIBUTION PO #2019-198 100-73-715-701-701 Original $15,000 FY 18-19 $7500 FY 19-20 $7500 Amendment #1: $10,000 Amendment #2: $4,881.15 Total: $29,831.15 • 4LEAF, INC. ENGINEERING • CONSTRUCTION MANAGEMENT BUILDING h,SPECTION • PLAN CHECK Exhibit A-R2 Scope of Services and Compensation -On-Call Inspection Services 1.Scope of Services: 4LEAF, Inc. "Consultant" shall provide on-call inspection as requested by the City for various City of Cupertino projects. Consultant will provide complete combination building inspection for structural, building, electrical, plumbing, mechanical, Title 24, CASp, and green building projects. Inspection staff assigned to the Project by the Consultant shall be preapproved by the City of Cupertino Chief Building Official, and shall be removed immediately upon City's request and replaced with an approved substitute. 4LEAF's eligible personnel will participate in the City's Live Scan process. 2.Compensation: City shall compensate Consultant for professional services in accordance with the hourly rates and estimated level of effort as outlined below. Compensation shall not exceed the amount set forth below without written authorization by the City of Cupertino's Chief Building Official. The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit and reimbursable expenses shall not exceed a total of Twenty-Nine Thousand Eight Hundred and thirty-one dollars and fifteen cents ($29,831.15) for inspection services. This includes two Contract Amendments listed below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City unless Consultant receives prior written consent by the City of Cupertino's Chief Building Official. Any additional requested staff will be billed of the rate show on the attached fee schedule. Rates and Level of Effort: The terms of the services will run through June 30, 2020. 4LEAF will provide the following staff types to perform the on-call services: Position Estimate Hourly Rate Total d Hours Residential Building Inspector NA $85 Combination Building Inspector (Commercial) NA $105 Senior Combination Building Inspector NA $120 Inspector of Record NA $145 Specialty Inspector (ADA, CASp, etc.) NA $175 Plan Review Services (1 Review and 151 and 2nd Checks) NA 65% of City Fees 1>;, Plan Review (subsequent re-checks or staff NA $125 augmentation) I Permit Technician NA $70 1, Contract Amendment #1 NA $10,000 Contract Amendment #2 N/A $4,831.15 $29,831.15 NA -not available since the level of effort for staff cannot be identified until a specific project or task is identified. Title: See staff types above. Invoices: In order to request payment, Consultant shall submit monthly invoices to the City describing the services performed and the applicable charges (including a summary of work performed during that Exhibit A: Scope of Services and Compensation for On-Call Building Inspection Services for the City of Cupertino. Page 1 of 2 April 5, 2019 • 4LEAF, INC. ENGINEERING • CONSTRUCTION MANAGEMENT BUILDING INSPECTION • PLAN CHECK period, personnel who performed the services, hours worked, and task(s) for which work was performed). Reimbursable Expenses: Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment or services and are not reimbursable expenses. Mileage for inspections will be reimbursed per the Professional Services Agreement. Additional Services: Consultant shall provide additional services outside the services identified in Exhibit A only by advance written authorization from the City's Chief Building Official prior to commencement of any additional services. Consultant shall submit, at the Chief Building Official's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Exhibit A: Scope of Services and Compensation for On-Call Building Inspection Services for the City of Cupertino. Page 2 of 2 April 5, 2019 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) �-4/18/2019 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 COVER AGE 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). PROD UCER �2:l�CT Cert Team Granite Professional Insurance Brokerage Inc. r..tJg N,;o E•"· 925-462-8400 I FAX 6600 Koll Center Parkway #100 !AJC Nol: 925-462-8888 Pleasanton CA 94566 �toAri�ss: certreauest@araniteins.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Travelers Prooertv Casualtv Comoanv of America 25674 INSURED 4LEAINC-01 I NSURER B: West American Insurance Company 44393 4LEAF, Inc. I NSURER c: National Union Fire Ins. Co PA 19445 2126 Rheem Dr Pleasanton CA 94588 I NSURER D: Redwood Fire & Casualty I NSURER E: Evanston Insurance 35378 I NSURER F: COVERAGES CERTIFICATE NUMBER: 1396454078 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 LTR A B C D E TYPE OF I NSURA NCE X COMMERCIAL GENERAL LIABILITY 1 CLAIMS-MADE 0 OCCUR - -GEN'L AGGREGATE LIMIT APPLIES PER: � D PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY -X ANY AUTO -ALL OWNED - -AUTOS � DLOC SCHEDULED AUTOS X X NON-OWNED HIRED AUTOS AUTOS - UMBRELLA LtAB -X EXCESS LtAB M OCCUR CLAIMS-MADE OED I X I RETENTION$ n WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Professional Liability Y/N D ADDL SUBR 1;��c\\sM��1 1���c\\sMVv1 IM<m WVD POLICY NUMBER y y 6800J268720 4/9/2019 · 4/9/2020 BAW (20) 58606441 4/9/2019 4/9/2020 BE 028179840 4/9/2019 4/9/2020 y FOWC011885 4/9/2019 4/9/2020 N/A MKLV7PL0003614 4/11/2019 4/9/2020 LIMITS EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED PREMISES {Ea occurrence) $1,000,000 MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS -COMP/OP AGG $4,000,000 $ COMBINED SINGLE LIMIT $1000 000 /Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ /Per accident) $ EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ X I �ifTuTE I I OTH-ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 Each Claim 2,000,000 Annual Aggregate 2,000,000 Retention 50,000 DESCRIPTIO N OF OPERATIO N S/ LO CATIONS/ VEHIC LES (ACORD 101, Additional Remarks Schedule, may be atta ched If more space ts required) All operations of the named insured. Certificate holder is named as additional insured to General Liability and Automobile Liability policies per attached endorsements CG D3 81 09 15 and CA 88 1 O 01 13. Waiver of subrogation applies to General Liability per endorsement CG D3 81 09 15. Waiver of subrogation applies to Auto Liability per endorsement CA 88 1 O 01 13. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insured on General Liability Policy per attached endorsement CG D3 81 09 15. Primary and non-contributory applies to General Liability policy per attached endorsement CG D3 81 09 15. Waivers of subrogation apply to General Liability and Workers Compensation Policies per attached endorsements CG D3 81 09 15 and WC 99 04 1 O C. CERTIFICATE HOLDER 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. City of Cupertino 10300 Torre Ave. AUTH�� REPRESE N TATIVE Cupertino, CA 95014 �� I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY# BA W (20) 58606441 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX -SUBJECT ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT ACCIDENTAL AIRBAG DEPLOYMENT AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS AMENDED FELLOW EMPLOYEE EXCLUSION AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE BROAD FORM INSURED BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) EXTENDED CANCELLATION CONDITION EXTRA EXPENSE -BROADENED COVERAGE GLASS REPAIR -WAIVER OF DEDUCTIBLE HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) HIRED AUTO COVERAGE TERRITORY LOAN / LEASE GAP PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) PERSONAL EFFECTS COVERAGE PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE RENTAL REIMBURSEMENT SUPPLEMENTARY PAYMENTS TOWING AND LABOR TWO OR MORE DEDUCTIBLES UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION II -LIABILITY COVERAGE is amended as follows: 1.BROAD FORM INSURED PROVISION NUMBER 3 12 19 5 13 1 22 2 23 10 15 6 20 14 16 11 8 9 4 7 17 18 20 SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: d.Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1)Is a partnership or joint venture; or (2)Is an insured under any other automobile policy; or (3)Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e.Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1)If there is similar insurance or a self-insured retention plan available to that organization; © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2). If the Limits of Insurance of any other insu(ance policy have been exhausted; or (3)To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2.EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: f.Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse ment is excess over any other insurance available to any "employee". g.An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3.ADDITIONAL INSURED BY CON TRACT, AGREEMENT OR PERMIT SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: h.Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1)Only with respect to the operation, maintenance or use of a covered "auto"; (2)Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3)Only for the duration of that contract, agreement or permit 4.SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para graphs (2) and (4) are replaced by the following: (2)Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the insured at our request, including actual loss of earn ings up to $500 a day because of time off from work. 5.AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II -LIABILITY, exclusion 8.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION Ill -PHYSICAL DAMAGE CO VERAGE is amended as follows: 6.HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a.You hire, rent or borrow; or © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 = b.Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A.The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1)$50,000; or (2)The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B.The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C.Subject to the limit, deductible and excess prov1s1ons described in this prov1s1on, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D.Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E.This coverage extension does not apply to: (1)Any "auto" that is hired, rented or borrowed with a driver; or (2)Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V -DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7.TOWING AND LABOR SECTION Ill -PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is dis abled: a.For private passenger type vehicles, we will pay up to $50 per disablement. b.For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c.For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8.PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amend ed to provide a limit of $50 per day and a maximum limit of $1,500 © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9.RENTAL REIMBURSEMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a.We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b.Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c.We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d.This coverage does not apply unless you have a business necessity that other "autos" avail able for your use and operation cannot fill. e.If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f.No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10.EXTRA EXPENSE -BROADENED COVERAGE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of. returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11.PERSONAL EFFECTS COVERAGE A.SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B.SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12.ACCIDENTAL AIRBAG DEPLOYMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov erage or warranty. 13.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu sions 4.c. and 4.d. is deleted and replaced with the following: © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 --=· - = - Exclusion 4.c. and 4.d. do not apply to: a.Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14.LOAN / LEASE GAP COVERAGE A.Paragraph C., LIMIT OF INSURANCE of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1.Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a.Overdue payments and financial penalties associated with those payments as of the date of the "loss", b.Financial penalties imposed under a lease due to high mileage, excessive use or ab normal wear and tear, c.Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d.Transfer or rollover balances from previous loans or leases, e.Final payment due under a "Balloon Loan", f.The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g.Security deposits not refunded by a lessor, h.All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i.Any amount representing taxes, j.Loan or lease termination fees; or 2.The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B.ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C.SECTION V -DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15.GLASS REPAIR -WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16.PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a.In the charge of an "insured"; b.Legally parked; and c.Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17.TWO OR MORE DEDUCTIBLES Under SECTION Ill PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a.If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b.If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c.If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19.AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV -BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a.In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: 1.You, if you are an individual; 2.A partner, if you are a partnership; 3.Member, if you are a limited liability company; 4.An executive officer or the "employee"designated by the Named Insured to give such notice, if you are a corporation. © 2013 Liberty Mutual Insurance CA 8810 0113 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 -- -- To the extent possible, notice to us should include: (1)How, when and where the "accident" or "loss" took place; (2)The "insureds" name and address; and (3)The names and addresses of any injured persons and witnesses. 20.WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21.HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS, paragraph 8.7., Policy Period, Coverage Territory, is amended by the addition of the following: f.For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V -DEFINITIONS is amended as follows: 22.BODILY INJURY REDEFINED Under SECTION V -DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23.EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. -CANCELLATION condition applies except as fol lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella tion. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 Policy Number 6800J268720 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 D3810915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted materia l 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 of2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3810915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endor sement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Blanket Waiver Person/Orga niza tion Jo b De scrip tion All CA Operations Schedul e Blanket Waiver -Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) 2416.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless other wise stated. (The in formation below is required only wh en this endorsement is issued subsequent to pre p aration of the po licy.) Endorsement Effective: 04/09/2019 Insured: Policy No.: FOWC011885 Endorsement No.: Insurance Company: Redwood Fire and Casualty Ins Co WC 99 0410 C (Ed. 01-19) Premium$ Countersigned by _______________ _ FIRST AMENDMENT TO AGREEMENT 18-141 BETWEEN THE CITY OF CUPERTINO AND 4-LEAF FOR ON CALL BUILDING INSPECTIONS This First Amendment to Agreement 18-141 between the City of Cupertino and 4LEAF, for reference dated 10/29/2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4LEAF, a Corporation, etc ("Consultant") whose address is 2126 Rheem Dr, Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A. On 7/1/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for on call building inspections. B. The Agreement and the First Amendments are collectively referred to as the "Agreement" unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set fo1th herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as , . J,....,1, follows: ~ l~ l Y 1. TERM ~ i ,.,.;. r1 :f;-t ~ Paragraph 4 of the Agreement is modified to read as follows: MLimum Compensation. City will pay Consultant for satisfactory performance of the Service~· total amount that will based upon actual cost but that will be capped so as not to exceed $25,000. 2. Except as expressly modified herein, all other terms and covenants set fmth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the patties hereto have caused this modification of Agreement to be executed. ,..._ ·., ·~ff: City Clerk // ·J-( ( EXPENDITURE DISTRIBUTION PO #2019-198 100-73-715-701-701 Original $15,000 FY 18-19 -$7500 FY 19-20 -$7500 Amendment #1: $10,000 Total: $25,000 CITY OF El DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH4LEAF, INC FOR ON CALL BUILDING INSPECTION SERVICES CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of ~Ju=l'-'-y~l~,~2~0~1~8 ____________ _ ("Effective Date"), by and between the City of Cupertino , a municipal corporation ("City"), and 4Leaf Inc. ("Consultant"), a Corporation for ____________________ _ _ o_n_c_a_ll_b_u_i_ld_i_n...,_g_i_ns_.p_e_c_ti_o_n_s_e_rv_i_ce_s_. ____________________ ("Project"). 2. SERVICES 2.1 Scope of Services . Consultant agrees to provide the Services "as needed" and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures . 2.2 Service Orders. Be fore issuing a Service Order the City Director/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation , which the Parties will discuss. Thereafter City Director/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services , deliverables, schedule of performance, compensation and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director/Designee may streamline these procedures, e.g., conferring by telephon e instead of a meeting, if it is in the City 's best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on J_u_n_e_3_0~,_2_0_2_0 ____ _ ("Contract Time"), unless terminated earlier as provided herein. 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks , Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in each Service Order. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the Proj ec t On Call In spectio n Se rvices At/as ter Desig n Professional Agr eem en t/ Rev. May. 20 I 8 Page I of 10 Services on time. Consultant must respond promptly to the City's Service Orders and any change orders that may be issued. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $15 000 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services; b. A succinct summary of the Services performed by each such individual; c. The time spent by each individual providing those Services; d. The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's performance of the Services. Consultant is not entitled to health, worker's compensation or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best industry practices for similar services performed in the San Francisco Bay Area. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that they are properly licensed, registered, and/or certified to perform the Services as required by law and that they have procured a City Business License. Project On Call Inspection Services Master Design Professional Agreement/ Rev. May. 2018 Page 2 of IO 5.4 Subconsultants. Unless prior written approval from City is ·obtained , only Consultant's employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants to furnish proof of insurance for workers ' compensation, commercial liability, auto , and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all Subconsultants relative to the portion of their work. 5.5 Tools, Materia ls and Equipment. Consultant will supply and shall be responsible for all the tools, materials and equipment required to perform the Services. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its Subconsultants, and must take prompt measures to avoid , mitigate , and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study, report, map, plan, drawing, specification , data, record , document or other information or work, in any medium (collectively, "Work Product"), prepared by Consultant in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product prepared/created by Consultant and its Subconsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire", Consultant and Subconsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details , but hereby grants City a perpetual , non-exclusive license to use such detai ls. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. Pr oj ec t On Call In spection Se rvices Master Des ig n Pr of essional Agreem ent/ Rev. May. 20 18 Page 3 of 10 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the following , but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired ; (b) To complete the original Services with City personnel , agents or other Consultants; (c) To make subsequent additions to the original Services; and /or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute pait of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides , except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City 's final payment. 8.2 City will have free and full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents , proceedings , and activities related to this Agreement. If a supplemental examination or audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach , or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT 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 will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval , which shall not be unreasonably withheld. For purposes of this provision , control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs , successors and assignees. 10. PUBLICITY / SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one year thereafter will reference City contributions in making the Project possible. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers , press releases, posters , brochures , public service announcements , intervie ws and newspaper articles. No signs may be Project On Ca /1 /n speclion Services Master Design Profess ional Agre ement/ Rev. May. 20 18 Page 4 of 10 posted , exhibited or displayed on or about City prope1ty , except signage required by law or this Agreement without prior written approval from City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the so le or active negligence or willful misconduct of City personnel , Consultant agrees to indemnify , defend , and hold harmless the City, its City Council , boards and commissions, officers, officials, employees , agents , servants, volunteers and consultants (collectively , "Indemnitees"), as follows : a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify , defend , and hold harmless Indemnitees from and against any and all liability , claims , actions , causes of action, demands or charges whatsoever against any lndemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively, "Liabi lity"), that arise out of, pertain to , or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or Subconsultants . Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees , and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City , at no additional cost to the City, in analyzing , defending , and resolving such Liability . b. Claims Inv olving Intellectual Property. Consultant shall indemnify, defend , and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights , which arises out of, pe1tains to , or relates to Consultant's negligence, recklessness , or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c" above, Consultant shall indemnify , defend , and hold harmless the Indemnitees against any and all liability , claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to prope1ty, or other liability of any nature arising out of, pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or Subconsultants, including liability based on breach of contract, obligations , or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information . 11.2 Consultant will assist City, at no additional cost, in the defense of any claim , dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price , to Workers' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any lndemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to pay for any of lndemnite es' defense related costs will be limited to its propo1tionate share of fault , as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. Project On Call In specti on Services Ma s ter Desig n Professional Agr ee me nt! Re v. May. 2018 Pag e 5 of 10 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemn ification duties , including reasonable attorney fees , fees for legal counsel acceptable to City, expert fee s, and all other costs and expenses related to a claim or counterclaim , a purchase order, another transaction , litigation , or dispute resolution. Without waiving any rights , City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences , Consultant shall furnish City with proof of comp I iance w ith City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered , and the effective and expiration dates of coverage . Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all local , state and federal laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verif)l ing the employment authorization of employees performing the Services , as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation . 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "pub lic works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program , and with state labor laws pe11aining to working days, overtime, payroll records and DIR Registration and Oversight. lfthe Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race , religious creed , color, ancestry, national origin, ethnicity, handicap , disability, marital status, pregnancy, age , sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification . Consultant shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee , or any other person is strictly prohibited . 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official , employee, or member of a City board or commiss ion who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section I 090 et seq. Consultant may be required to file a Pr oject On Ca ll Inspecti on Se r vices Master Desig n Profess ional Agree ment/ Rev. May. 201 8 Pa ge 6 of 10 conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity , as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not emplo yed by City and who do not have an y contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. 13.6 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments , requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify , defend , and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Abby Ayende, Managment Analyst , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval , the Consultant's Project Manager for all purposes under this Agreement will be Craig Tole,Director of Development Services, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement · and oversee the progres s and performance of the Services . This includes responsibility for coordinating and scheduling the Services in accordance with City instructions , service orders , and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status , progress , and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days' written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs , which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. Pr oj ec / On Call lnspe clion Se r vices Ma ster Desig n Prof ess ional Agree me nt/ Re v. May . 20 I 8 Page 7 of 10 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration , the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City files a complaint or cross-complaint, or pursues arbitration , appeal , or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section survives termination of this Agreement. 19 . THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term , provision , covenant or condition, or a subsequent breach , whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the fol I and complete understanding of every kind or nature between the Parties , and supersedes any other agreements and understandings , either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either pmiy may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Pr oj ec t On Ca ll In spec tion Se rvices Ma ster Desig n Profess ional Agr ee ment/ Rev. May. 201 8 Page 8 of IO 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement , or their application to a paiticular situation , is found by the cowt to be void , invalid , illegal or unenforceable , such term or provision shall remain in force and effect to the extent allowed by such ruling . All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends , including without limitation those referenced in specific Sections herein , survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service , on the fifth calendar da y after deposit in the United States Mail , postage prepaid , registered or certified , or the next business da y following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention:Abby Ayende Emai I: abigai la @cupe11ino.org To Consultant: 4Leaf, Inc. --'------------2126 Rheem Dr. Pleasanton , CA 94588 Attention: Craig Tole Email: cto1e @41eafinc .com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23 , is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts , each one of which is deemed an original and all of which , taken t ogether, constitute a single binding instrument. Project On Ca ll Inspection Se r vices Mas ter Des ig n Pr of ess ional Agreement! Re v. May. 201 8 Pa ge 9 of 10 IN WITNESS WHEREOF, th e parties have ca use d th e Agreem ent to be exec ut ed . CONSULTANT By ~b-- Nat~e CJen C.. [{Arr~ Title V7 LC:... /rcJ;J)e.....ft Date G ).:ir /( [ Tax JD. No.: 7y-J',J'tfs7Y ~:vaJ' 711''6 R CIO . FIERRO Cupe1tino Acting City Attorney Select one CITY OF CUPERTINO ATTEST: @M~Ui: GRACE SCHMIDT l , ( e--. 1. r/ City Clerk tJ l1 Master Design Professional Agreement/ Rev. May. 2018 Page 10 of IO • 4LEAF, INC . E NGINEERING • C ONff(RUCT'ION M ANAGEMENT B UILOING I NSPECTION • P LAN C Hl:'CK Exhibit A Exhibit A -C Scope of Services and Compensation -On-Call Inspection Services 1. Scope of Services : 4LEAF, Inc. "Consultant" shall provide on -call inspection as requested by the City for various City of Cupertino projects. Consultant will provide complete combination building inspection for structural, building, electrical, plumbing, mechanical, Title 24 , CASp , and green building projects . Inspection staff assigned to the Project by the Consultant shall be preapproved by the City of Cupertino Chief Building Official, and shall be removed immediately upon City 's request and replaced with an approved substitute. 4LEAF 's eligible personnel will participate in the City's Live Scan process . Exhibit C 2. Compensation: City shall compensate Consultant for professional services in accordance with the hourly rates and estimated level of effort as outlined below. Compensation shall not exceed the amount set forth below without written authorization by the City of Cupertino's Chief Building Official. The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit and reimbursable expenses shall not exceed a total of Fifteen Thousand ($15,000) for inspection services . Any work performed or expenses incurred for which payment would result in a total exceeding the ma ximum amount of compensation set forth herein shall be at no cost to the City unless Consultant receives prior written consent by the City of Cupertino's Chief Building Official. Any addit ional requested staff will be b i lled of the rate show on the attached fee schedule . Rates and Level of Effo rt : The terms of the services will run through June 30, 2020. 4LEAF will provide the following staff types to perform the on-call services : Position Estimated Hourly Rate Total Hours Residential Building Inspector NA $85 Comb i nation Building Inspector (Commercial) NA $105 Senior Combination Building Inspector NA $120 ., Inspector of Record NA $145 Specialty Inspector (ADA, CASp, etc.) NA $175 Plan Review Services (1 Review and 1st and 2nd Checks) NA 65 % of City Fees Plan Review (subsequent re -checks or staff NA $125 augmentation) Permit Technician NA $70 $15,000 NA -not avai lab le si nce the leve l of effort for sta ff cannot be ident ifi ed un til a s pe cific project or tas k is ide nt ifie d . Title: See staff types above. Invoices : In order to request payment, Consultant shall submit monthly invoices to the City describing the services perfo r med and the applicable charges (including a summary of work performed duri ng that period, personne l who performed the services, hours worked, and task(s) for which work was performed). Reimbursable Expenses : Administrative , overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within Exhibit A: Sco pe of Se rv ices and Com pensa ti on for On-C all Build ing In spec ti on Se rvices fo r th e City of Cup ertin o. Page 1 of 2 Jun e 25 , 2018 • 4LEAF, .INC . ENGrNEERING • C oNsn::wcT"ION M ANAGEMENT B Vll.OlNG I NSPECTION • P l.AN Ci<i:C~ the scope of payment or services and are not reimbursable expenses . Mileage for inspections will be reimbursed per the Professional Services Agreement . Additional Services: Consultant shall provide additional services outside the services identified in Exhibit A only by advance written authorization from the City 's Chief Building Official prior to commencement of any additional services . Consultant shall submit, at the Chief Building Official's request , a detailed written proposal including a description of the scope of additional services , schedule , and proposed ma ximum compensation. Exhib it A: Sco pe of Se rvices and Compe nsa ti on fo r On-Ca ll Bui ld ing In spec tio n Serv ices fo r the Cit y of Cupe rt ino. Page 2 of 2 Jun e 25, 2018 CUPERTINO Date Submitted: Exhibit B City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Service Order Form ( 408) 777-3308 Planning (408) 777-3228 Building (408) 777-3228 Public Works ----------Date Due: ___________ _ Applicant Name: -------------------------- Project Address/ APN: ------------------------ Project Description: Consultant's Scope of Work: ----------------------- Other: ------------------------------ Deposit Receipt#: ______ _ Amount: ---------- Transmitted by: --------------------------- Phone No. --------------- EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occuJTence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City 's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease . D Not required Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c . If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Ex h. D-lnsurance Requireme nts for Des ig n Professionals & Consultants Contracts Fo rm Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 l O (11 / 85) or both CG 20 IO and CG 20 3 7 forms , if later editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or IO days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City 's option , either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses . The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for th e higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-!nsurance Requireme nts fo r Desig n Professionals & Consultants Co ntracts Form Upda ted Feb. 201 8 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYYJ ~ 6/21/2018 THIS CERTIFICATE IS ISSUED AS A MATIER 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 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 ~~~~~CT Cert Team Granite P rofessional Insurance Brokerage Inc. ~.~~N.70 c .... 925-462-8400 I FAX 6600 Koll Center Parkway #100 IAJC Nol: 925-462-8888 Pleasanton CA 94566 ~ifl~~ss : certreauest@araniteins.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Travelers Propertv Casua ltv ComDanv of America 25674 INSURED 4LEAINC-01 INSURER s : State Compensation Insurance Fund /SCIF) 35076 4LEAF Inc. INSURER C: National Union Fire Ins. Co PA 19445 2126 Rheem Drive Pleasanton CA 94588 INSURER D : Evanston Insurance 35378 INSURER E : West American Insurance Compny INSURER F: COVERAGES CERTIFICATE NUMBER· 1251935866 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INS:n '""" POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY y y 6800J268720 4/9/2018 4/9/20 19 EACH OCCURRENCE S 2,000 ,000 -=:J CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ S 1,000 ,000 ~ MED EXP (Any one person) S 5,000 ~ PER SONAL & ADV INJURY S 2,000 ,000 GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $4 ,000 ,000 R 0 PRO-D LOC PRODUCTS -COMP/OP AGG $4 ,000 ,000 POLICY JECT OTHER: $ E AUTOMOBILE LIABILITY BAW (19) 58606441 4/9/2018 4/9/20 19 ~~~~t~~~t?INGLE LIMIT S 1000000 - X ANY AUTO BODIL y INJUR Y (Per person) s -ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ - s C UMBRELLA LIAS H OCCUR N N EBU 014229474 4/9/2018 4/9/2019 EACH OCCURRENCE S 5,000 ,000 ~ X EXCESS LIAS CLAIMS-MADE AGGREGATE SS ,000 ,000 DED I X I RETENTIONS n s B WORKERS COMPENSATION y 9009868 4/9/2018 4/9/2019 X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANY PROPRIETOR/PARTNER /EXECUTIVE D N/A E.L. EACH ACCIDENT $1 ,000,000 OFFIC ER /MEMBER EXCLUDED? (Mandatory in NH) E.L DISEASE -EA EMPLOYEE S 1,000 ,000 If yes , describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S 1,000 ,000 D Professional Liab ility MKLV7P L0003105 4/11/2018 4/11/2019 Each Claim 2,000,000 Annua l Aggregate 2,000,000 Retention 50,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more space Is required) All operations of the named insured. Certificate holder is named as additional insured to General Liability and Automobile Liability policies per attached endorsements CGD3810915 and CA 88100113. Waiver of subrogation applies to General Liability per endorsement CGD3810915. Waiver of subrogation applies to Auto Liability per endorsement CA88100113. The City of Cupertino, its City Council , officers , officials , employees , agents , servants and volunteers are named as additional insured on General Liability Policy per attached endorsement CG D3 81 09 15. Primary and non-contributory applies to General Liability policy per attached endorsement CG 03 81 09 15 . Waivers of subrogation apply to General Liability and Workers Compensation Policies per attached endorsements CG 03 81 09 15 and SCIF FORM 10217 . CERTIFICATE HOLDER City of Cupertino 10300 Torre Ave . Cupertino , CA 95014 ACORD 25 (2014/01) 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. © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number 6800J268720 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. B LANKET 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 09 15 © 2015 The Trave lers Indemnity C ompany. All rights re s erved . Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc ., with its permi ssion 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 righ t 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 of2 © 2015 The Travelers Indemnity Company. All rights reserved. CGD3810915 Inc ludes the copyrighted material of Insurance Services Office, Inc ., with its permission