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18-200 IDAX Data Solutions, Engineering and Traffic Surveys to Establish Speed LimitsCITY OF m PROFESSIONAL/CONSUL TING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of _S_ep._t_e_m_b_e_r_l_9-'--, _2_0_1_8 __________ _ ("Effective Date ") by and between the City of Cupertino, a municipal corporation ("City"), and Idax Data Solutions ("Contractor"), a California Corporation for Engineering & Traffic Surveys to Establish Speed Limits 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends onFebruary 1, 2019 ("Contract Time "), unless terminated earlier as provided herein. Contractor's Services shall begin on October 15 , 2018 and shall be completed byJanuary 18, 2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B . 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time , resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $19 600 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services , Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any fmther payment or other obligations under the Agreement. City Project Engineering & Traffic Survey to Establish Speed Limits Page I of 8 Professional/Consulting Co ntrac ts /Ve r sion : May 22, 2018 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee , partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors 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 practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed , registered, and /or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor 's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perform the Services under this Agreement . 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City 's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY /CONFIDENTIAL INFORMATION In performing this Agreement, Contractor 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. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exe rcise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data . 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor 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 Contractor 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 arising out of this Agreement is considered "works for hire " and all copyrights to the Work Product will be the property of City. Alternatively , Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City 's written approval. City Project Enqineerinq & Traffic Survey to Establish Speed Limits P age 2 of 8 Professiona l/Consulting Co ntracts /Version: May 22 , 201 8 7.3 Patents and Licenses . Contractor mu st pay royalties or licen s e fee s required for authori z ed 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 thi s Agreement. 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 Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) Th e original Services for which Contractor was hired ; (b) Completion of the original Services by others ; ( c) Subsequent additions to the original Services ; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides , e xcept for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor 's performance , benchmarks and deliverables , which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor 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 Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval , which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity , including flyers , press releases , posters , brochures, public service announcements, interviews and newspaper articles . No signs may be posted , exhibited or displayed on or about City property , except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law , and except for losses caused by the sole and active negligence or willful misconduct of City personnel , Contractor shall indemnify, defend and hold City Project Engineering & Traffic Survey to Establish Speed Limits Page 3 of 8 P rofessiona l/Con s ul ting Contracts !Ve rsion: May 22 , 201 8 harmless City , its City Council , boards and commissions , officers, officials , employees, agents, servants , volunteers and consultants ("Indemnitees "), through legal counsel acceptable to City, from and against any and all liability, damages , claims , actions , causes of action , demands , charges , losses , costs and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings) of every nature , arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties ; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury , property damage , or economic loss resulting from the work or performance of Contractor or its subcontractors or sub -subcontractors ; ( d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City 's request, Contractor will assist City in the defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor 's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor 's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements , attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City , at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. City Project Engineering & Traffic Survey to Establish Speed Limits Page 4 of 8 Professional/Co nsulting Co ntra cts !Version : May 22 , 2 01 8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works " component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor 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. Contractor 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, Contractor understands that harassment and discrimination directed toward a job applicant, an employee , a City employee, or any other person , by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official , employee , or member of a City board or commission 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 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City 's rules governing gifts to public officials and employees . 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments , requiring reimbursements or terminating this Agreement . City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Chris Corrao, AICP (Senior Transit+ Trans Planner) as the City 's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services . City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval , Contractor assignsJoseph Ciccarelli ------as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor 's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays , as required under the Scope of Services . City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be City Project Engineering & Traffic Survey to Establish Speed Limits Pag e 5 of 8 Professional/Co nsu lting Co ntrac ts /Ve rsio n : May 22, 20 18 given reasonable time to assemble the work and close out the Services. With City 's pre-approval in writing , the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17 . GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California . Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Contractor 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. ATTORNEYFEES If City initiates legal action , files a complaint or cross-complaint, or pursues arbitration, appeal , or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 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 a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties , and supersedes any other agreement(s) and understanding(s), 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. City Project Enqineerinq & Traffic Survey to Establish Speed Limits P ag e 6 of 8 Professional/Consulting Contracts /Ve r s ion: May 22 , 20 /8 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section , as appropriate. 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. 24. SEVERABILITY/P ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court 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. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification , Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees , shall survive the Agreement and 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 day after deposit in the United States Mail, postage prepaid, registered or certified , or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave ., Cupertino CA 95014 Attention:Chris Corrao , AICP Email: chrisc @cupertino .org To Contractor: IDAX Data Solutions 2224 Old Middlefield Way St e. D Mount ain View , CA 94043 Attention: Joseph Ciccarelli , Operations Manager Emai I :jos eph .ciccarelli @idaxdata .com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23 , as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney 's Office. City Project Engine erin g & Traffic Survey to E stabl is h Spee d Limits Page 7 o f 8 Professional/Consultin g Co ntracts !Version: May 22 , 201 8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor 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 Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which , taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR Idax Oat, Sol~ By~~--~~~~~~~ NameJo~eph Ciccarelli TitleOperations Manager Date9/13 /18 Tax ID. No.:201405910377 CITY OF CUPERTINO A Municipal Corporation By~' Nam~Vl,\ ._ £>o--r~ TitleS4recbc £tiA b I, c. cJc-/~ Date q/:u-L,/1 g APPRO ~ TO FORM 'iee.d f-;J,'(-12, ' ~duvv tf/;;,,') {f CIO V. FIERRO Cu~rtino Acting City Attorney GRACE SCHMIDT ~ ~ c,/ City Clerk 7 · 2-!-/ ~ City Project Enqineerinq & Traffic Survey to Establish Speed Limits Page 8 of8 Professional/Consulting Co ntrac ts /Vers ion: May 22 , 2018 Exhibit A DATA SOLUTIONS Project Work Plan As part of the overall work p l an, IDAX and Keith Higgins Traffic Engineer will perform speed surveys, analyze data and prepare documentation with recommendations surrounding the establishment of new and/or updated speed limits at 70 identified roadway segments through the City . Data Collection Any and all radar collection begins with the operator utilizing a tuning fork to confirm the device is accurately detecting speeds. All tuning fork testing is completed with Stalker certified tuning forks. Upon confirming the device accuracy, the operator will ensure they are located in an inconspicuous position with the goal of attracting little to no attention from oncoming traffic. Once a suitable location is determined, the operator will begin collection on lead vehicles only (minimum of 100 samples per direction) and will simply note all sample/collected speeds on a document which will be transposed to the agreed upon client deliverable once collection is complete. The speed survey shall be performed during off-peak hours and no collection will take during peak hours of 7:00am-10:00am and 4:00pm-7:00pm. For minor streets, the number of surveys may be reduced to fifty (50) samples or two (2) hours of survey with an approval from the City Traffic Engineer. IDAX will be happy to work with the City to customize a deliverable that best suits their needs however all relevant collection information (date, time, raw results, etc.) will be included in the submission of the report. Additionally, the following metrics will be provided for analysis: 85th percentile (Critical speed), 50th percentile (The median Speed), 10 MPH Pace speed (10 MPH increment range), 15th Percentile Speed (at or below 15% vehicle travel). 8 www.ida xda ta .co m icJa y DATA SOLUTIONS Analysis & Recommendations Collision histories for the 70 study segments will be summarized in a table noting the total number of collisions on each corridor and, if available, the number of collisions where speed was a primary collision factor. This data will be used as necessary when determining the recommended speed limits. All collisions history for this task will be obtained from either the County Sheriff's Department of CHP . The above noted percentile speeds along with other summary statistics will be determined for each direction of travel on all surveyed roadways. From these, recommendations will be made regarding speed limits and recommended speed limit changes. Any and all recommendations will take into consideration prevailing speeds, collision records, traffic, residential density, pedestrian, bicycle safety factors and roadside conditions . Keith Higgins Traffic Engineer will also document and justify reasons for any speed changes recommended. The reasons for changes may include: potential conflicts with pedestrians or bicyclists, other factors not apparent to the motorists, local land-use information, road geometric conditions, driveways, schools, residential/business districts, collision histories as well as other factors not apparent to the motorists . The posted, 85th percentile, and recommended speed limits will be summarized in a table . A formal report will be written, summarizing the results and recommendations from the above tasks, including appropriate graphics and maps. The report will initially be prepared as an administrative draft memo for review by the City of Cupertino staff and will be structured as follows: 1. A discussion of the law and procedures for evaluating and establishing speed limits; 2. Collision Rates 3. A Discussion of each roadway segment, focusing on what our recommendations as a speed , limit and why. This section will also include a listing of any reductions to the g5th percentile we recommend . Upon review, the City's comments will be incorporated into a final memorandum for use by the City of Cupertino in preparing the ordinance that will implement the recommended speed limits. Only two rounds of revisions to the memorandum is included in the basic scope of work. Additional rounds of revisions would be considered additional work and subject to an additional fee. 9 www .i daxda ta .com Exhibit B/C DATA SOLUTIONS Project Schedule IDAX and Keith Higgins Traffic Engineer will be ready to begin work as soon as NTP is received from the City. Based on an assumed start date of October 15th, 2018, a project schedule is included below: Week of Week of I Week of I Week of I Week of , I Week of I Week of Task Duration Start Finish Oct.15th Oct 22nd Oct. 29th Nov . Sst Nov . 12th Nov . 19th Nov . 26th Project Preparation 1 Week 10-Sep 14-Sep Complete Field Work 3-4 Weeks 10-Sep 5-0ct Complete Processing & QC 2 Weeks 24-Sep 5-0ct I I Engineering & Analys is 3 Weeks 1-0ct 19-0ct I j Project Completion 1 Day 22-0ct 22-0ct I Project Staffing As requested, project staffing is discussed in detail in Chapter 2 -Profile of Proposing Firm(s) of this proposal. Resumes of each key staff member will also be included in the appendix of this proposal. Project Exceptions IDAX has no project exceptions to note. Proposal Cost Sheets & Rates ' Please find a simple cost breakdown for both the data collection and analysis below. The total will also be considered the NTE in any potential agreement with the City. Fee Type I Rate I # of Units Total Price Hand-Held Speed Radar Collection -70 Sites* I $140/Site I 70 $9,800 Engineering Analysis, Documentation & Recommendations -Breakdown Below Keith Higgins CE, TE I $260 I 10 $2,600 Jeff Waller TE I $200 I 36 $7,200 Total (NTE) Price $19,600 *IDAX assumes a 2-hour collection period for each site 10 ww w.i da xda ta .com EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to comme'ncement 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 v\ tw. y\..\~ Commercial General Liability (CGL) for bodily injury , prope1ty 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 occurrence 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. 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. 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. 0 Not required Consultant has provided written verification ofno employees . J 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 E ffective 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-Insuran ce Requirements for De sign Professionals & C on s ultants Co ntracts Form Updat e d F eb. 2018 1 Additional Insured Status V 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 10 (11 / 85) or both CG 20 10 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 10 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 provi sion 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 the higher insurance limits maintained by Consultant. 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-Jnsurance Requirements for Desig n Prof essionals & Co nsultants Contracts F orm Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 9/13/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~l~cr Alison Olsen Dealey, Renton & Associates ~gN,t ~vtl· 510-465-3090 I FAX P. 0 . Box 12675 {A/C Nol: 510-452-2193 Oakland , CA 94604-2675 ~tci"J~ss: lnsurance.Certificates@dealevrenton.com License #0020739 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Travelers Property Casualty Co of Ameri 25674 INSURED INNOVDAT INSURER B : Travelers Indemnity Company of America 25666 Innovative Data Acquisitions , LLC dba IDAX INSURER c: Travelers Indemnity Co . of Connecticut 25682 9805 NE 116th Street #7148 Kirkland , WA 98034 INSURER D: Travelers Indemnity Company 25658 425-821-3665 INSURER E : Beazley Insurance Company , Inc. 37540 INSURER F: COVERAGES CERTIFICATE NUMBER:2018571163 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HA VE 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 A FFORDED BY THE POLICIE S DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXC LUSIONS AND CO NDITI ONS OF SUCH POLICIES . LIMITS SHOWN MAY HAV E BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE A X COMMERCIAL GENERAL LIABILITY B -o CLA IMS-MADE 0 OCCUR X Contractual Liab X XCU In cluded GEN'L AGGR EGAT E LIMIT APP LI ES PER: 1 POLICY 0 '.;'fc?,: D LOG I OTHE R: C AUTOMOBILE LIABILITY X ANYA UTO D OWN ED AUTOS ONLY ~ ~~R.fa°s ONLY ~ SCHE DULE D AUT OS X ~~~o~~~~~ ~ UMBRELLA LIAB L2<_J OCCUR EXCESS LIAB ti CLAIMS-MAD E OED I X I RE TENTI ON$ 1n nnn ADDLSUBR n.,~n 1An1n POLICY NUMBER y y Y 6806H710126 v - 6806H710 163 v Y BA4D77062A ,/ CUP2G043793 y UB9J100269 V A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPR IETOR/PARTNER/EXECUTIVE OF FIC ER/MEMBER EXC LUDED ? (Mandatory in NH) Y I N D N/A If yes, describe un der DESCRIPTION OF OPERATIONS be low E Professional Liabi lity Claims Made Form V2 126F180101 1/1/2018 1/1/2018 1/1/2018 1/1/2018 1/1/2018 1/1/2018 LIMITS 1/1/2019 V EACH OCCURRENC E $2 ,000 ,000 ;/ 11112019 v DAMAGE TO RENTED PREMISES (Ea occurrence! $1 ,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 ,/ PR ODUCTS -COMP/OP AGG $4 ,000 ,000 1/1/2019 v (E~~~~~d~~tflNGLE LIM IT $1 ,000 ,000 V BODILY INJURY (Per person) I> BODILY INJURY (Pe r accident) $ 1/1/2019 V EAC H OCCURRENCE AGGREGATE $1 ,000,000 $1,000,000 v 11112019 V X I ~~fTuTE I I OTH-ER E.L. EACH ACC IDENT WAStoo Gao $1,000 ,000 v E.L. DISEASE -EA EMPLOYEE $ 1,000 ,000 E.L. DI SEAS E -POLICY LIMIT $ 1,000 ,000 1/1/2019 V s$42 .. 00o0o0 .. o0o0o0 v./ Per Claim Annual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Sch edul e, may be attac hed if more space is requ ired) Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability . Project Name: City of Cupertino -Engineering & Traffic Surveys to Establ is h Speed Limits --The City of Cupertino, its City Council, officers , officials, employees , agents , servants and volunteers are named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached . CERTIFICATE HOLDER I City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino CA 95014 ACORD 25 (2016/03) CANCELLATION 30 Dav Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE ~o~ © 1988-2015 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registered marks of ACORD Policy Numb ~~~::6 COMMERCIAL GENERAL LIABILITY 6 80 6 H710163 TH IS 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 S E CTION II -W HO 15 AN INSURED : · Any pe rson or organization that you agree in a "written contract requir i ng insurance" to include as an additional insured on this Coverage Part , but: a. Only with respect to liabil ity 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 omis- sions of such person or organ ization ; or d. For "bodily injury", "property damage" or "per- sonal injury" for which such person or organi - zation 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 cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part . f. This insurance does not apply to the rende r- ing of or failure to render any "professional services". g. In the event that the Lim its of Insurance of the Coverage Part shown in the Declarations ex- ceed the limits of liability required by the "writ- ten contract requiring insurance", the insur- ance 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 lim - its of insurance described in Section Ill -Lim- its Of Insurance . h. This insurance does not apply to "bodily inju- ry " or "prope rt y damage" caused by "your work " and included in the "products- completed operations hazard" unless the "written cont ract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured , and then the insu r- ance prov ided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of t ime for which the "written contract re- quiring 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 SEC - T ION IV -COMM E RCIAL GENERAL LIABILITY COND IT IONS: The insurance provided to the additional insured is excess over any val id and collectible other in- surance , whether primary , excess, contingent or on any other basis , that is available to the addi- tional insured for a loss we cover. However , if you specifically agree in the "wr itten contract requiring insuranc~" that th is insurance provided to the ad- ditional 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" fo r 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 requir- ing insurance". But this insurance provided to the additional insured still is excess over valid and CG D3 8 1 09 15 © 20 15 Th e Travele rs Indemnity Com pan y . All rig hts rese rv ed. Page 1 of 2 Includ es th e copyr ighted material of Insurance Servi ces Offi ce , In c., with its permis sion COMMERCIAL GENERAL LIABILITY collectible other insurance, whethe r primary , ex- cess, contingent or on any other basis , that is available to the additional insured when that per- son or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY 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 be- fore, 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 DEFINI- TIONS 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, provid- ed 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 ef- fect; and c. Before the end of the policy period . Page 2 of 2 © 2015 The Travelers Indemnity Company . All r ights reserved . CGD3810915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Por cy # BA4D77062 A COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A .5., Transfer of Rights Of Recovery Against Ot hers To Us, of the CONDITIONS Section: 5. Transfer Of Righ t s Of Recovery Agains t O th - ers T o Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 © 20 15 The Trav ele rs Inde mn it y Compan y . A ll rights res erved. Page 1 of 1 Includes cop yrighted material of In s urance Serv ice s Offi ce , In c . wi th its pe rmission . COMMERCIAL AUTO CA 20 48 10 13 SE MENT CH AN GE S T HE P OLIC Y . PLEASE READ IT CA REFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form . This endorsement does not alter coverage prov ided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below . Named Insured: Innovative Data Acquisitions , LLC dba IDAX Endorsement Effective Date: 1/1/2018 SCHEDU L E Name Of Person(s) Or Organization(s): Project Name : City of Cupertino -Engineering & Traffic Surveys to Establish Speed Limits --The City of Cupertino, its City Council, officers , officials , employees , agents, servants and volunteers Information required to complete this Schedule , if not shown above, will be shown in the Declarations . Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Wh o Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form . CA 20 4810 1 3 © Insurance Services Office , Inc ., 2011 Page 1 of 1 ~ TRA VE LERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) -001 POLICY NUMBE ~J100269 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino CA 95014 DATE OF ISSUE: 9/13/2018 017106 Schedule Job Description Project Name : City of Cupertino -Engineering & Traffic Surveys to Establish Speed Limits --The City of Cupertino, its City Council , officers, officials, employees , agents , servants and volunteers ST ASSIGN: CA