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20-072 Meriwest Credit Union, Serving Loans for Rental Assistance to Low-Income Cupertino ResidentsPage 1 of 15 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Meriwest Credit Union (“Contractor”), for serving loans for rental assistance to low-income Cupertino residents, and is effective on the last date signed below (“Effective Date”). 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 on July 31, 2027 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on July 1, 2020 and shall be completed by July 31, 2023. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 OMITTED. 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 $110,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit B, 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. Invoicing and payments shall be handled in the manner described in Exhibit A. Page 2 of 15 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 that it has 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 that it is properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Subcontracting is prohibited under this Agreement. 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 Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 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 exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. Page 3 of 15 7. OMITTED 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 (4) 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 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; (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, Page 4 of 15 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. 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. 11.5. OMITTED. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, 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. 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, Page 5 of 15 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 Title 2 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 Kerri Heusler 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 assigns Julie A. Kirsch 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 given reasonable time to assemble the work and close out 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. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION Page 6 of 15 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. ATTORNEY FEES 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 any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 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/PARTIAL INVALIDITY Page 7 of 15 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 Avenue Cupertino, CA 95014 Attention: Kerri Heusler Email: kerrih@cupertino.org To Contractor: Meriwest Credit Union 5615 Chesbro Avenue San Jose, CA 95123 Attention: Julie A. Kirsch Email: jkirsch@meriwest.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. 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. [Signatures on next page] IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By _________ _ Name Deborah Feng Title City Manager Date ________ _ APPROVED AS TO FORM: ��/� HEATHER M. MINNER City Attorney ATTEST: KIRSTEN SQUARCIA Cit y Clerk DATE:. ______ _ CONTRACTOR By�/(� Name Julie Kirsch Title CEO Date 6/24/2020 Page 8 oflS 6/29/2020 6/29/2020 Page 9 of 15 Exhibit A Meriwest Credit Union City of Cupertino Rental Assistance Program Guidelines During the COVID 19 worldwide pandemic and the County of Santa Clara’s Shelter in Place Order, many local businesses and schools were forced to close. Residents were advised to limit travel to only essential activities in order to help reduce the spread of the virus in the community. The Shelter in Place Order caused up to 20% of the County’s population to become unemployed or underemployed and unable to make timely housing payments. A moratorium on evictions throughout the State was initially set to expire on May 31, 2020 but was recently extended through July 28, 2020. Renters who fell behind in rent payment will have a limited period of time to repay all past due rent while also remaining current on all future rent payments. The City of Cupertino anticipates that certain residents may not be able to complete the terms of their repayment plans with their landlords during the timeframe prescribed in the County ordinance and would be at risk of eviction. Therefore, the City and partnering agencies will make referrals to low and median income residents seeking low interest loans to help make future or past due rental payments to their landlords in order to remain housed in the City and avoid potential homelessness. All low interest loans will be guaranteed by the City in the event of borrower default. A loan that is greater than 60 days past due will be considered “charged off” and the Credit Union will withdraw the amount of any loan balance, accrued interest and legal fees that are due at the time of chargeoff from a general share account owned by the City of Cupertino. At the end of 36 months, all unused funds will become unrestricted assets of the City. Any payment recoveries by borrowers to any charged off account made in connection with the program will be returned to the City within 30 days of receiving such payments. Borrower Eligibility • Borrower must be resident of Cupertino and provide proof of residency (POR). Acceptable POR can include any of the following: (1) Unexpired CA Real ID, (2) Utility or Cable Bill, (3) Current Residential Lease Agreement, (4) Current Paycheck Stub from Employer, (5) Auto Insurance Declaration Page or (6) Current College Transcript. • Borrower may not have an open mortgage on their credit report. • Borrower’s Household Income must be less than or equal to 100% of Area Median Income (AMI) as shown below: 1 2 3 4 5 30%-ELI 33150 37900 42650 47350 51150 50%-VLI 55300 63200 71100 78950 85300 80%-LI 78550 89750 100950 112150 121150 100%-MI 99100 113300 127450 141600 152950 120%-Mod 118950 135900 152900 169900 183500 Page 10 of 15 • Borrower must pay a one-time $5 membership fee if they are new members of Meriwest Credit Union (MCU), but are not required to open any additional membership accounts. • The primary borrower must have a valid Social Security Number (ITINs not allowed). • At least one borrower must have a minimum FICOv8 credit score of 620. Loan Terms: • Max Loan Amount: Lesser of two months rental payment or $3,000 • Max Term: Up to 24 months • First Payment Date= up to 180 days from date of funding • Borrower Payment History will be reported to credit bureaus • Loans will accrue interest at 1% per annum. • Borrowers will be required to sign loan agreements and agree to repay the funds based on their loan repayment schedules. • Collateral pledges by borrowers will not be required. • Late fees of up to 5% of the scheduled payment amount will be assessed if loan payments are made more than ten days past the due date. Credit Union shall reverse at least one late fee as a courtesy to members, upon request. Underwriting and Approval Guidelines All Meriwest Credit Union loans will be made in compliance with all applicable state and federal laws for loan origination, servicing, and collections. Meriwest also complies with all related state and federal lending guidelines including, but not limited to, the Fair Credit Reporting Act, the Military Lending Act, the Servicemembers Civil Relief Act, the Federal Truth in Lending Act (Reg Z), and all regulations adopted by the National Credit Union Administration and the State Department of Business Oversight. Borrowers shall be screened for credit, residency, and household income. Household income shall include the actual income received from Wages, Tips, Unemployment Income, Salary, Social Security, SDI, Alimony, Child Support and Income from Investments. Income shall not include imputed income from retirement accounts or other investments in which earnings are automatically reinvested. Proof of Income will be required. The Debt to Income (DTI) including the new loan shall not be greater than 60%. Debts shall include all obligations listed on credit bureau report plus monthly rental payment. Utilities not included in monthly rental payment will not be included in DTI. Borrowers must sign a certification of their household size and income prior to loan funding. All loan proceeds will be made payable to the borrower(s) or their landlords, upon request. Borrowers who complete the application but do not qualify for loans will be sent an adverse action notice documenting the rationale for denial within two business days. Borrower’s who accept loan terms are required to sign loan agreements and shall be provided the chance to Page 11 of 15 purchase a payment protection plan but the decision to purchase a payment protection plan is unrelated to the loan decision. City of Cupertino Pledge • City shall deposit $100K into a share account at Meriwest Credit Union. A hold will be placed on the account balance. • City shall earn an Annual Percentage Yield on the share account equivalent to the credit union’s prevailing rates on consumer savings accounts. • City shall guarantee 100% of outstanding loan balance and accrued interest if payment default occurs. Any unpaid late fees will be reversed prior to chargeoff. • City will make MCU whole on any chargeoff debt. Unpaid balance to be recovered from City of Cupertino shall be equal to 100% of Unpaid Principal Balance, plus all accrued interest through date of chargeoff. • Post chargeoff, 100% of any recovery payments will be returned to City of Cupertino on a monthly basis. Credit Union Servicing/Collections/Reporting Process • MCU will disburse, fund, and service all loans. Borrowers will receive monthly statements showing payment due dates, amounts, loan balances, etc. • MCU shall perform normal collection procedures on personal loans, including providing statements, payment processing, account inquiries, courtesy calls for missed or late payments, and bankruptcy processing as needed. • All borrowers will have access to account information via online banking and through the mobile banking application. Borrowers may make loan payments through electronic transfers, transfers from external financial institutions, mailed checks, or in-person at any of Meriwest CU’s branch locations. • After 60 days of Delinquency, loans will be recommended for chargeoff and included in a monthly report sent to the City. • Each month, Meriwest will send to City a standard report listing of all loans made, loan status, unpaid principal balance, monthly payment and next scheduled payment date. • MCU will send a separate invoice to the City for $50 for each loan made in connection with the program to help cover the overall administration costs of credit pulls, application reviews, statement delivery, payment processing, and reporting. Page 12 of 15 Exhibit B Compensation City of Cupertino Pledge • City shall deposit $100K into a share account at Meriwest Credit Union. A hold will be placed on the account balance. • City shall earn an Annual Percentage Yield on the share account equivalent to the credit union’s prevailing rates on consumer savings accounts. • City shall guarantee 100% of outstanding loan balance and accrued interest if payment default occurs. Any unpaid late fees will be reversed prior to chargeoff. • City will make MCU whole on any chargeoff debt. Unpaid balance to be recovered from City of Cupertino shall be equal to 100% of Unpaid Principal Balance, plus all accrued interest through date of chargeoff. • Post chargeoff, 100% of any recovery payments will be returned to City of Cupertino on a monthly basis. Page 15 of 15 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 during the 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-Insurance Requirements for Design Professionals & Consultants Contracts 1  Form Updated Sept. 2019 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 $300,000 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 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 $300,000 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.  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. EXHIBIT C Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2  Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: 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 and automobile liability policies. 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 37 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 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 during the 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. CGA 200 A27 08 10 CUMIS Insurance Society, Inc.Page 1 of 2 Contract Number: 10418970 COI Number: 121812-000 CUMIS INSURANCE SOCIETY, INC. CERTIFICATE OF INSURANCE This is to certify that such insurance policies as indicated below by policy number have been issued on forms in current use by the Society. Hazards covered are indicated by (X). This CERTIFICATE OF INSURANCE neither affirmatively nor negatively amends, extends, or alters the coverage afforded by these policies. The insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Aggregate limits shown may have been reduced by paid claims. This certificate is issued as a matter of information only and confers no rights upon the certificate holder. Name and Address of Certificate Holder Attn: Housing Manager Community Development Department The City of Cupertino 10300 Torre Ave Cupertino CA 95014 3202 Type of Insurance Policy Number Expiration Date Limits of Liability WORKERS’ COMPENSATION EMPLOYERS’ LIABILITY Statutory COMPREHENSIVE GENERAL LIABILITY (X) OCCURRENCE (X) Policy Aggregate Limit 045192 10/01/2020 $300,000 $900,000 Each Occurrence Policy Aggregate AUTOMOBILE LIABILITY Combined Single Limit (X) Owned Automobiles (X) Hired Automobiles (X) Non-Owned Automobiles ( ) Repossessed Automobiles 052840 10/01/2020 $300,000 Each Occurrence EXCESS LIABILITY (X) OCCURRENCE (X) Policy Aggregate Limit 045192 10/01/2020 $10,000,000 $30,000,000 Each Occurrence Policy Aggregate Employee or Director Dishonesty 304656 10/01/2020 $9,000,000 ML - Entity Coverage 304652 10/01/2020 Should any of the described policies be cancelled before the expiration date noted, the Society will mail 45 days prior written notice of such cancellation to the above named Certificate Holder. The mailing of the notice shall be sufficient proof of notice. Description and location of operations and/or automobiles and/or property covered: Meriwest Credit Union Proof of coverage for The City of Cupertino Community Development Department BMR AHF City/Non-Profit contract. Name and Address of insured: MERIWEST CREDIT UNION PO Box 530953 San Jose CA 95153 5353 Date: By: 05/14/2020 AUTHORIZED REPRESENTATIVE $14,000,000 Policy Aggregate Important Notice This is your current Certificate of Insurance.This replaces any previously issued Certificate of Insurance that may have been issued to you.The General Liability and Excess Liability coverages may contain both a Per Occurrence and General Aggregate limit.Refer to the Certificate of Insurance for specific coverage, limit and deductible information. Questions Regarding This Certificate If you have questions regarding this Certificate, please contact our Customer Response Center at 1-800-637-2676. 12/23/2019 RSC Insurance Brokerage, Inc. 2270 Douglas Blvd Suite 220 Roseville CA 95661 Amber Olivan (916) 367-4303 (916) 978-1579 aolivan@risk-strategies.com Patelco Credit Union 3 Park Place Dublin CA 94586 Star Insurance Company 18023 CL19122343807 A N WCE093747820 01/01/2020 01/01/2021 1,000,000 1,000,000 1,000,000 RE: Patelco Sunnyvale branch located at 332 W El Camino Real, Sunnyvale, CA 94087. Waiver of Subrogation in favor of certificate holder included per the attached endorsement. The Irvine Company - Retail Properties Insurance Compliance P O Box 2590 Newport Beach CA 92658 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule The Irvine Company Retail Properties Insurance Compliance P O Box 2590 Newport Beach, CA 92658 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured: Patelco Credit Union WCE093747820 Premium Insurance Company: Star Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) ♥ 1983 National Council on Compensation Insurance.