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20-137 CSG Consultants, Inc, Master Agreement, Construction Management Services (Contract #2021-011)
Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH CSG CONSULTANTS INC 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and CSG Consultants Inc (“Contractor”) a Corporation for Construction Management Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City’s Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City’s best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 30, 2022 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or 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 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 2 of 9 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor 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 $500,000.00 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 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, if required by the Cupertino Municipal Code. 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 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 Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 3 of 9 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 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. 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 upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the 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. 7.3 Patents and Licenses. Contractor 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. 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) The 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, except for one single-sided original. Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 4 of 9 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 will be considered an assignment of the Agreement and subject to City approval. 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 Contractors (“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. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 5 of 9 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. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 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, 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 Contractor's employees or sub-contractors will not be tolerated. Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 6 of 9 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 John Raaymakers 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 Nourdin Khayata as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City’s project manager about the status, progress and any delays with the work. City’s written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof 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. 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 Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 7 of 9 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 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. Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 8 of 9 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 Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 Attention: :John Raaymakers Email: johnr@cupertino.org To Contractor: CSG Consultants Inc 550 Pilgrim Dr. Foster City CA 94404 Attention: Nourdin Khayata Email: Nourdin@CSGEngr.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 CONTINUE ON THE FOLLOWING PAGE Construction Management Services Master Professional/Specialized Services Agreement/ Rev. April 2020 Page 9 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Title Date CSG Consultants Inc By Name Title Date Tax I.D. No.:91-2053749 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Vice President Oct 15, 2020 Nourdinkhayata Heather M. Minner Deborah L. Feng Oct 22, 2020 City Manager Deborah L. Feng Oct 22, 2020 EXHIBIT A SCOPE OF SERVICES CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 1 of 9 The CONSULTANT shall provide certain Construction Management services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an “as needed” basis and only (1) upon written request from the CITY’s Director of Public Works or authorized Agent as defined in Section 11, PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER, Exhibit B. SECTION 1- GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY’s Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY’s designated Project Manager. SECTION 2. BASIC SERVICES The Consultant shall provide Construction Management services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. A. General Performance Requirements CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 2 of 9 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. CONSULTANT shall be responsible for coordinating the work of all consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for all PROJECT meetings during the execution of this agreement under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. 3. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. CITY retains the right to reject team members assigned by CONSULTANT or require replacement of team members. 4. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable information, and communicate with members of the PROJECT team. 5. During the course of work of an assigned PROJECT, CONSULTANT shall meet weekly with CITY’s assigned project manager for the respective construction projects to provide an update on the current status of the construction project. CM will provide the CITY’s assigned project manager with a summary report. B. CONSULTANT shall effectively manage the assigned construction projects for the efficient, progressive, and proactive delivery of each construction project. For each assigned construction project, the CONSULTANT may provide any or all of the following tasks and subtasks under Section 2, as is required for each specific project. C. TASKS Consultant services for any assigned project under this Master Agreement may include, but is not limited to the following tasks: Task 1 – Pre-Construction Phase - work may include but is not limited to the following: 1) Conduct a constructability review of the construction documents (50%, 95% and 100%) for the various projects. Provide a written report with recommendations for changes. 2) Cost Estimate review and value engineering for various projects. Provide a written report with recommendations. 3) Utility coordination for projects. Work shall include a survey of existing utilities, the CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 3 of 9 development of utility service plan for new and existing structures, coordinating with consultant preparing the project plans and making application to the utility companies for service. 4) Assist with the building permit approval process. Work may include but is not limited to coordinating with design consultant and building department to receive an approved building permit. 5) Assist with the review and approval process for other permits and regulatory requirements. Work shall include but is not limited to coordinating with design consultant, city staff, and regulatory agencies to apply for and secure approved permits and authorizations as needed. 6) Assist with the development and conducting of public outreach programs to assist in providing public information regarding project. 7) Assist with grant administration during the project. Task 2 – Bid Phase - work may include but is not limited to the following: 1) Conduct a pre-bid Conference with prospective Bidders. 2) Assist with the issuing of Addendums. 3) Assist in the development of bidders’ interest in a project. 4) Review bid documents and assist the CITY in evaluation of bidders Statement of Qualifications for responsible low bidder and assist in analyzing bid protest as may be necessary. 5) Tabulation and evaluation of bid results. Assist in the evaluation of bid alternatives and make recommendations on award. 6) Assist in review and processing of substitution submittals during bid and construction phase. Task 3 – Construction Phase – work may include but is not limited to the following: 1) Administration and Coordination of Construction Contract: CM will provide administrative, construction management and related services necessary to administer the Construction Contract on each assigned project. CM’s services may include but are not limited to the following: a. Scheduling, coordinating and conducting pre-construction and construction meetings; recording, maintaining and distributing minutes thereof. b. Prior to start of project construction the CM and CITY will come to agreement on the format for all project records to be kept and turned over to the CITY at the completion of the project. Documents may be hard copies and/or electronic. CM will make recommendations on programs to be used for tracking and other record keeping needs. c. Develop and implement a procedure for the submittal and processing of submittals with the design consultant. This shall include preparing and CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 4 of 9 updating logs. Provide preliminary review for completeness and general compliance of submittals that are to be reviewed by the design consultant. Provide review and response for submittals that do not involve the design consultant (such as Safety Plan, Fire Protection Plan). Sign and date such submittals with response: Reviewed or Revise and Resubmit. d. Develop and implement a procedure for the submittal and processing of substitution requests with the CITY and the design consultant. This shall include preparing and updating logs. e. Develop and implement a procedure for timely handling and disposition of the Contractor’s request for information (RFI) or clarifications with the design consultant. This shall include preparing and updating logs. f. Establish and implement procedures for the timely transmittal and receipt of communications, drawing and other information between CM, design consultant and the Contractor relating to construction of the project. g. Develop and implement a procedure for the timely submittal, processing and tracking of Contract Change Orders (CCO), Request for Price Quote (RPQ), etc. with the CITY. This shall include preparing and updating logs. h. Coordinate and maintain a project directory for the project, with emergency contact information. i. Review the Contractor’s comprehensive schedule that establishes a base line and reports the status and progress of the project. The schedule should include details such as milestones and key activities to track project progress. Review the Contractor’s three week look ahead schedule. Verify that schedules conform to the construction contract documents. j. Work with CITY and Contractor to maintain use of existing facilities that are affected by the construction, to minimize the disruption to the existing facilities and to have their continued use during the construction of the project. This includes all phase of construction and delivery of materials. 2) Monitoring of construction costs and progress payments, CM services may include but are not limited to the following: a. Provide and maintain project level reports for budgeting and contingency tracking; contract payment status; cash flow forecasting and analysis; grant documentation; and other financial reporting as necessary to support the CITY’s accounting needs. CM shall maintain records reflecting the actual costs for activities completed or in progress, including records relating to work performed on a unit cost basis and additional work performed by the Contractor on a time and materials basis. CM shall monitor and advise the CITY of costs pertaining to potential, pending and completed changes; and potential or pending claims. b. Develop a procedure for submittal, review and processing of the progress payments to Contractor, along with associated forms and reporting systems. CM shall review progress payment applications and work with Contractor to achieve agreement on the progress payment amount. CM will verify that the “as built” CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 5 of 9 check set of plans by the Contractor are updated prior to approval of progress payment being submitted to the CITY. CM will require Contractor to provide a conditional waiver and release for progress payments and a final release and waiver for the final payment. CM will certify that the data in each application for progress payment is to the best of CM’s knowledge, information and belief, the work has progressed to the point indicated in the application for progress payment and the quality of the work is generally in accordance with the contract documents. CM’s review of application for progress payment shall be undertaken and completed in a timely manner so that the CITY can meet its obligations to make progress payment due Contractor within the time permitted by applicable law without incurring interest liability or other penalties/liabilities. CM shall also verify the progress payment satisfies any grant requirement. 3) Substantial completion and final completion, CM services may include but are not limited to the following: a. Consult with the design consultants and CITY to jointly ascertain the achievement of substantial completion of the project. If upon inspection of the project substantial completion has not been achieved, the CM will assist the design consultant in noting the conditions of the work and the measures necessary for the Contractor to achieve substantial completion. Upon determining that the Contractor has achieved substantial completion the CM will coordinate the CITY’s and design consultant’s final inspection of the work to note punch list items to be completed by the Contractor as a condition to achieve final completion. b. Assist the CITY in issuing a certificate of substantial completion and final completion, as applicable. 4) Progress Records, CM services may include but are not limited to the following: a. Maintain records of the progress of construction of the project, including written progress reports and photographs reflecting the status of construction and percentage completion of the project. CM will maintain daily records during construction of the project showing weather conditions, personnel of the Contractor and Subcontractor at the site, work accomplished, problems encountered and other matters materially affecting the project, completion of the project or construction cost to complete construction of the project. CM shall maintain project records for test results and special inspection results. b. Provide monthly progress reports on the project. 5) Site observations of project, CM services may include but are not limited to the following: a. CM shall be on-site during construction of the project and substantially at all times during which there are construction activities at the site. CITY and CM may agree to the amount of time required to be at the site for observation, however this does not relieve the CM from the requirement of having knowledge of the status of the work. CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 6 of 9 b. Coordinate testing, lab services and inspections, this includes by outside firms. CM will work with the Building Department for permit inspections coordination and final approvals of permit. Provide testing and test results by testing firm acceptable to CITY. Such testing services shall be a reimbursable expense as described in Task 5. c. Maintain at the site the following documents at a minimum: Contract, Drawings, Specifications, approved Change Orders, Submittals, building permit, SWPPP and associated testing or monitoring documentation, other permits, applicable codes, rules and regulation and other written or electronic materials relating to the project. d. CM will endeavor to guard the CITY against defects and deficiencies in construction and workmanship of the project on the basis of its site observations, and a quality control program established and implemented hereunder to monitor construction workmanship for conformity: 1) accepted industry standards; 2) applicable laws, codes, regulations, ordinances or rules: 3) and the requirements of the construction documents. e. CM shall reject work whenever in the ordinary course of discharging its services the CM discovers or observes patent conditions of defective or deficient construction and workmanship which as or may have an adverse impact upon the project’s life-safety systems or operations, structural elements or integrity of the safety of persons or property. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing. CM’s responsibilities hereunder shall be limited to defective or deficient work or an apparent or patent nature. f. Review the Contactor safety program and the requirements of the construction documents and applicable law. CM shall monitor the Contractor’s compliance with safety programs and advise the CITY of measures, if any, necessary or appropriate to obtain the Contractor’s compliance. By undertaking the obligation hereunder, CM shall not be deemed to have assumed responsibility of the adequacy or sufficiency of safety programs implemented by the Contractor, but the CM is responsible for verifying that the Contractor has established a safety program, that the safety program established by the Contractor is in compliance with applicable law, rule or regulation and that the Contractor has implemented its safety program. g. CM shall promptly notify the CITY in writing of all CM observed instances of Contractor’s failure to comply with applicable safety requirements. If in the course of performing services during the construction, the CM observes a safety violation or other unsafe condition on or about the site or surrounding area which have a immediate or potential or actual adverse effect on life or property, the CM is authorized, without prior notice to the CITY or prior directive by the CITY, to take all actions deemed necessary and appropriate by the CM under the then existing circumstances to prevent such actual or potential adverse effect. CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 7 of 9 h. CM shall become familiar with all CEQA documents and permit requirements from other agencies having jurisdictions over the site or work that will affect the project and the construction site. CM shall be responsible for monitoring all aspects of the project as it relates to the requirements. CM shall monitor the Contractor’s compliance with all requirements of the CEQA documents and permits by other agencies. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing if Contractor is not following all requirements. 6) Contract Change Order (CCO) processing, CM services may include but are not limited to the following: a. Coordinate and disseminate correspondence, drawings and other written materials by and between the Contractor, the CITY and the design consultants relating to changes to the project. CM will coordinate the Contractor’s performance of changes authorized by the CITY. CM shall maintain a log or other written records to monitor the pendency and disposition of change and CCOs to keep the CITY advised of the status of the same and the actual or potential impact of any particular change or CCO or the cumulative effects thereof on the construction cost or time for completion of construction of the project. b. Assist the CITY and design consultant in evaluation of requests for the Contactor for issuance of CCOs, assist in negotiations with the Contractor relative to the CCOs proposals and the adjustment of the contract price or the contract time under the construction contract. CM will make recommendations to the CITY and the design consultant for handling and disposition of the Contractor’s proposal relative to the changes. If a change to the construction contract is approved or authorized by the CITY, CM will assist the CITY and the design consultant in the preparation of a CCO reflecting such approved or authorized change to the construction contract. The CM is not authorized, without the prior consent and approval of the CITY, to effectuate or authorize any change to the work of the project. The CM shall be liable to the CITY for all direct and consequential costs, losses or damage resulting from the CM’s direction or authorization of effectuate a change to the work of the project without the prior direction and authorization by the CITY. 7) Claims handling, CM service may include but are not limited to the following: a. Assist the design consultant in the review, evaluation and processing of claims asserted by the Contractor; CM will make recommendations to the CITY as to merit, handling and disposition of Contractor’s claims. Except in the event that the CM is alleged to have caused or contributed to the circumstances giving rise to a Contractor claim or other Contractor demand for compensation, services of the CM to prepare documentation or provide testimony in a mediation, arbitration or judicial proceeding arising out of such a claim or demand for compensation shall be deemed additional services. If the CM is alleged to have CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 8 of 9 caused or contributed to a Contractor claim, the CM’s claims handling services, including without limitation, claims analysis, assistance in preparing briefs/graphic materials in connection with negotiations or dispute resolution proceeding relating to a Contractor claim shall be deemed part of the CM’s basic services under this agreement. 8)CM equipment, CM may provide the following equipment necessary to carry out CM duties: a. Provide all equipment, furnishings and other items necessary to complete the services required for the project. Including without limitation, trailer, computers, related hardware, software, vehicles, cell phones, office equipment and copiers. Task 4 – Inspections and Testing – work may include but is not limited to the following: 1) CM shall conduct routine inspection of the construction work over the course of construction to ensure compliance of the work with the construction contract, including all drawings and specifications. 2) CM shall monitor the contractor’s compliance with required Regulatory Agency Permit inspections and advise CITY of coordination problems and Contractor’s compliance with permit/inspection requirements. 3) CM shall engage the necessary subconsultants to perform the necessary inspections and testing as required for the project. CM shall schedule and coordinate with the contractor and subconsultant for the necessary testing and inspection for the project. 4)Compensation to the CM for inspections and testing by subconsultant shall be for the actual billed amount only, no mark up or overhead will be allowed for these subcontracted services. CM shall bill monthly for actual inspections and testing completed. CM shall attach copies of subconsultants’ invoice for verification of cost being billed. Task 5 – Post-Construction Phase – work may include but is not limited to the following: 1) Contractor closeout document review, CM services may include but are not limited to the following: 2) Receive from the Contractor the closeout documents and items to be submitted by the Contractor under the terms of the Construction Contract upon completion of its obligations under the Construction Contract. The CM shall review each Contractor’s closeout submittals to determine conformity with the requirements of the Construction Contract. If the CM determines that any Contractor’s closeout submittals are not in conformity with requirements of the construction contract, the CM shall make recommendations to the CITY for measures to secure compliance with the requirements of the construction contract. The CM shall deliver to the CITY all of the Contractor’s CSG Consultants, Inc. Exhibit A-Scope of Services Construction Management Services 2020-2022 Page 9 of 9 closeout submittals, including the Contractor’s as-build drawings which the CM shall transmit to the design consultant for preparation of the record drawings. The CM shall monitor the design consultant’s preparation and completion of the project record drawings prior to delivering to the CITY. 3) Within thirty (30) days of the date of issuance of a Certificate of Final Completion for the construction contract, the CM shall assemble and deliver to the CITY all of the records maintained by the CM relating to the project. CSG Consultants, Inc. Construction Management Services 2020-22 Exhibit A-Compensation Page 1 of 2 COMPENSATION The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant’s total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Compensation, of the Master Agreement. Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City. Consultant Hourly Rate(s) The Consultant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: Labor Category Master Agreement Hourly Rate Resident Engineer $200 Assistant Resident Engineer / Office Engineer $170 Construction Inspector $145 Reimbursable Expenses Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate. Such expenses include, but are not limited to: •Individual or multiple document reproductions that exceed 50 pages; •Drawing or bid set reproductions; •Software required by City other than Microsoft Word, Excel, PowerPoint, and Project; Adobe Acrobat; and a photo editor program. •Travel expenses to the extent allowed by City policy; •Sub-consultants required by project scope of services; COMPENSATION CSG Consultants, Inc. Construction Management Services 2020-22 Exhibit A-Compensation Page 2 of 2 •Safety equipment required by City policy or the project scope of services; •Mass mailing notifications; •Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Section 14, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order. The City shall compensate the Consultant for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration. Reimbursable expenses shall be separately identified on the Consultant invoice. Method of Payment The Consultant shall submit an invoice to the City by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be emailed to PWInvoices@Cupertino.org and the Project Manager or mail to the City at: Attention: John Raaymakers, Public Works Project Manager City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All Consultant payments shall be addressed to: CSG Consultants, Inc. 3150 Almaden Expressway, Ste 255 San Jose, CA 95118 Attention: Nourdin Khayata, PE END OF EXHIBIT Revised: July 13, 2020 – Public Works Contracts 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A.Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C.Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control ("CDC") on "high risk" categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D.Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals on any project site or work area performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. In particular, Contractor must comply with the provisions of the County’s Mandatory Directive for Construction Projects (attached hereto), as applicable. Further, as long as required by the operative Health Order or Mandatory Directive for Construction Projects, or other Health Laws, these measures shall include, but are not limited to, the following best practices: 1. Information. Inform all workers of the Social Distancing Requirements and these best practices, including any updates or modifications, and require compliance as a condition to being present on the project site or work area. Revised: July 13, 2020 – Public Works Contracts 2 2. Social Distancing Protocol. Fill out and submit the newest version of the Social Distancing Protocol to the County, using the County’s online form available at https://www.sccgov.org/sites/covid19/Pages/social-distancing-protocol.aspx. 3. Sick Workers. Prohibit any individuals who have been tentatively or conclusively diagnosed with COVID-19 or who have any symptoms of illness, including the following, from entering or remaining on the project site or work area: fever, cough, shortness of breath, sore throat, body aches, chills, sudden loss of smell or taste or other flu-like symptoms. Encourage sick workers to get immediate medical attention. 4. Signage/Posters. As required, post or distribute (1) the most updated version of the COVID-19 PREPARED Sign, and (2) a Social Distancing Protocol Visitor Information Sheet. 5. Face Coverings. Everyone at a job site must wear a face covering at all time, except children under the age of 2, people who are medically prevented from wearing a face covering, and for communication by or with people who are hearing impaired. 6. Sanitary Facilities. Ensure adequate handwashing and/or hand-sanitizing facilities are available at all times and encourage frequent handwashing and/or hand-sanitizing throughout the day as specified below. Portable sanitary facilities must be serviced and cleaned on a daily basis. Provide hand sanitizer in or around all toilet facilities and common areas, including project trailers. a. Handwashing. Wash hands using soap and water for at least 20 seconds. b. Hand-sanitizer. Use a hand sanitizer that contains at least 60-95% alcohol when handwashing is not immediately available. c. Paper Products. Ensure that toilet paper, tissues, and paper towels are available as appropriate, with designated receptacles for disposal. 7. Distancing. Prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception of any physical contact required for worker safety or to comply with safety Laws. Avoid sharing tools to the extent possible. Require workers to provide their own transportation where possible and to avoid having more than two workers in a vehicle. 8. Groups/Meetings/Site Access. Avoid any group gatherings of 10 or more people. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to the project site or any work area to workers who are necessary to perform the work at that time. Allow non-essential Revised: July 13, 2020 – Public Works Contracts 3 personnel to work from home to the extent possible. Avoid all non-essential travel. Do not stack trades if possible. 9. Frequent Cleaning. Provide for regular and appropriate cleaning of all high touch surfaces at a project site or work area, including, but not limited to, shared tools or equipment, doorknobs and handles, toolboxes, sanitary facilities, common break areas, keypads, touch screens, project trailer surfaces and equipment, light or power switches, workstations, countertops, break areas, and the like. Clean and/or disinfect any reusable items or equipment. Clean surfaces of shared vehicles, including steering wheels, gear shifts, handles, instrument panels, etc. Ensure that cleaning products are used correctly and safely, and avoid cleaning techniques, such as use of pressurized air or water sprays, that may generate bioaerosols. 10. Personal Protective Equipment. When workers cannot avoid close proximity or physical contact, e.g., based on applicable safety laws, or are otherwise at risk for exposure to COVID-19, ensure that the affected workers are provided with appropriate personal protective equipment ("PPE"), which may include disposable gloves and/or other PPE. Instruct workers to wash or sanitize hands after removing gloves or other PPE. Ensure that all personal protective equipment is disposed of properly. 11. Water and Food. Prohibit shared or communal food or common water coolers. Provide individual water bottles for workers or instruct workers to bring their own. 12. Enforcement. Immediately eject any worker who fails or refuses to comply with the Health Laws, Social Distancing Requirements, or these best practices from the project site until or unless the Project Manager issues a written authorization for the worker to return, subject to full compliance. F. Proof of Compliance. If Contractor is subject to the Mandatory Directive for Construction Projects, Contractor must provide to the City the name and contact information for its designated site-specific COVID-19 supervisor(s). E. Oversight. In other to ensure that all workers comply with the Social Distancing Requirements to the extent possible, Contractor shall designate a named individual to have primary responsibility for implementation and enforcement of the Social Distancing Requirements and these best practices, and to serve as the primary point of contact with the City in this regard. Contractor shall promptly inform the City of the name of this individual. F. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. Revised: July 13, 2020 – Public Works Contracts 4 G. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. Attachments to Exhibit A-A Santa Clara County Mandatory Directive for Construction Projects 1228578.5 Effective July 13, 2020sccgov.org/coronavirus ConstructionProjects MANDATORY DIRECTIVE: Issued: July 7, 2020 County of Santa Clara Public Health Department Health Officer 976 Lenzen Avenue, 2nd Floor San José, CA 95126 408.792.5040 Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 1 of 12 Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian County Executive: Jeffrey V. Smith MANDATORY DIRECTIVE FOR CONSTRUCTION PROJECTS *Please confirm that your facility and/or construction project jobsite may open under the State Order. Where there is a difference between the local County Order and the State Order, the more restrictive order must be followed. The State also has specific guidance for certain facilities that must be followed in addition to this mandatory directive.* Issued: July 7, 2020 Information on the State’s Order and State guidance is available at covid19.ca.gov. While the construction industry is critical to ensuring a safe and sufficient supply of residential and commercial space, construction work can also pose significant risks to public health due to the COVID-19 pandemic. Because construction projects typically involve many workers actively working on a jobsite at the same time, often in close proximity to one another or sharing equipment, businesses and individuals performing and overseeing construction projects must take extra precautions to reduce the risk of COVID-19 transmission for workers, visitors, and others. This Directive applies to all construction projects, but the restrictions vary by the size of the project, as specified below. “Construction project” means any work (including a public works project) carried out in connection with the construction, alteration, conversion, fitting-out, remodel, renovation, refurbishment, demolition, decommissioning, or dismantling of a building or other structure; the preparation of a physical site for any such activity; and education or training at which any such activity is taught through onsite practice or experience. “Construction project” does not include architectural, design, financial, or administrative work related to a construction project, unless that work occurs at the construction jobsite. “Construction project” also does not include basic repair or maintenance work, which means a repair or maintenance job that requires no more than 2 workers and no more than 2 days and that is not architecturally, financially, or administratively associated with an active construction project. This Directive explains how construction projects may operate. This Directive is mandatory, and failure to follow it is a violation of the Health Officer’s Order issued on July 2, 2020 (“Order”). Construction projects must comply with the Order and all requirements of this Directive. Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 2 of 12 The Order Issued July 2 The Order imposes several restrictions on all businesses and activities to ensure that the County stays as safe as possible, including but not limited to the following: The Social Distancing Protocol: All businesses must fill out and submit the newest version of the Social Distancing Protocol to the County using the online form, available here. The Protocol is submitted under penalty of perjury, meaning that everything written on the form must be truthful and accurate to the best of the signer’s knowledge, and submitting false information is a crime. The Protocol must be distributed to all workers, and it must be accessible to all officials who are enforcing the Order. Businesses are responsible for ensuring that workers understand and are trained on Protocol requirements in a language that they understand. For any business that only performs services for dispersed facilities or worksites that the business does not own or operate, the business must complete a Social Distancing Protocol for its operation as a whole. For any business that has a facility, but also provides services at dispersed facilities or worksites that the business does not own or operate, the business must complete a Social Distancing Protocol for its own facility and provide that Protocol to the owners or operators of any facility where it operates. Example: A construction company serves as a subcontractor on various jobsites throughout the County and also operates a base facility within the County, where it maintains its vehicles and equipment. The subcontractor must complete a Social Distancing Protocol for its base facility. It must also distribute the Protocol to the owners or operators of the jobsites to which it sends its workers. The subcontractor’s workers must be given a copy of, be trained on, and comply with the measures in both the subcontractor’s Social Distancing Protocol and the Social Distancing Protocol for any jobsite at which they are performing work. • Signage: All businesses must print (1) an updated COVID-19 PREPARED Sign and (2) a Social Distancing Protocol Visitor Information Sheet, and both must be posted prominently at all facility entrances. These are available for printing after submission of the Social Distancing Protocol online. Businesses do not need to post these documents if they do not have their own facility or worksite and only perform services for dispersed facilities or worksites that the business does not own or operate. • Face Coverings: Everyone at a business facility or worksite must wear a face covering at all times (except very young children, people for whom face coverings are medically inadvisable, or for communication by or with people who are hearing impaired). Face coverings must be worn even while working at a construction project. Workers do not need to wear face covering if it would create a risk to the person related to their work, in accordance with local, state, or federal workplace safety guidelines. Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 3 of 12 • Density Limitation: All businesses must limit the number of people who may be inside the facility at the same time. For staff members, the limit is 1 person per 250 gross square feet of indoor facility space (this means total space, including areas open only to staff like storage rooms). For members of the public, the limit is 1 person per 150 square feet of space open to the public. The density requirements tell businesses how many people (staff or clients) they can let inside the facility before another person leaves. Children under 12 who are accompanying a parent or guardian do not count against the limit, but everyone age 12 and over does. This Directive describes a limited exception to the density limitation applicable only to construction project jobsites. See the Order and the FAQ page for more details. In addition to these general requirements applicable to all businesses under the Order, construction projects must comply with the following directives. Construction Projects on Own Residence Exempted This Directive does not apply to construction projects where a person is performing construction on their current residence alone or solely with members of their own household. Rules for Single-Worker Construction Projects This section lists the requirements for construction projects performed by only 1 worker, such as someone who is working alone on a kitchen remodel project. This section for single-worker projects does not apply to construction projects that involve multiple workers, even if only 1 worker is at the jobsite at any time; those projects must follow the Rules For All Construction Projects, which are listed in the next section. a. If the worker is working for a business, the worker must comply with the Social Distancing Protocol of that business. b. The worker must maintain 6 feet of social distance from all other people at all times, including when entering and leaving the work area or building. c. The worker must use and properly wear face coverings. In addition, the worker must wear other personal protective equipment (PPE) appropriate for use in construction, including gloves, goggles, and/or face shields. d. To the extent possible, the worker must seal off the work area so that there is a barrier between the worker and any other people in the building. For example, a worker performing construction in the hallway of a residence must install a barrier (such as plastic sheeting) between the area where the worker is working and the rest of the hallway. Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 4 of 12 e. The worker must frequently wash hands with soap and water for at least 20 seconds or use hand sanitizer with at least 60% alcohol. f. The worker must not work or come to the jobsite if the worker has a fever, cough, or any other COVID-19 symptoms. g. The worker must maintain records of the dates and times the worker was at the jobsite and must make those records immediately available upon request to any County official. h. If the worker tests positive for COVID-19, the worker must notify the County Public Health Department within 4 hours of learning of the positive result by following the instructions at www.sccsafeworkplace.org. Rules for All Construction Projects (Except Single-Worker Construction Projects) This section lists requirements for all construction projects (other than single-worker construction projects). *Note: Large Construction Projects must also follow additional requirements, which are described beginning on page 9.* 1. Responsibilities of the General Contractor and Subcontractors a. The business with the responsibility to oversee a construction project, described in this Directive as the “General Contractor,” must complete and submit a Social Distancing Protocol specific to the construction project jobsite. (The General Contractor may also need to submit social distancing protocols for its base facility or for other jobsites subject to this Directive.) b. The General Contractor is responsible for ensuring that all work and operations at the construction jobsite is performed in compliance with the Order, this Directive, and the jobsite-specific Social Distancing Protocol. c. The General Contractor must train its workers to comply with the Order, this Directive, and the jobsite-specific Social Distancing Protocol. d. Subcontractors do not need to submit their own jobsite-specific Social Distancing Protocols for the same site, but the General Contractor must not allow any subcontractor onto the jobsite unless that subcontractor has given the General Contractor a signed certification that: i. the subcontractor has reviewed the Order and this Directive and will comply with them; Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 5 of 12 ii. the subcontractor has reviewed the General Contractor’s jobsite-specific Social Distancing Protocol and trained its workers on that Protocol; and iii. the subcontractor has completed and submitted its own Social Distancing Protocol covering its operations, and has provided a copy of that Protocol to the General Contractor. 2. General Contractors and Subcontractors Must Report COVID-19 Positive Cases a. Whenever the General Contractor learns that a person who has tested positive for COVID-19 was at the jobsite within 48 hours of the date they were tested or within 48 hours of becoming symptomatic, the General Contractor must immediately implement the jobsite-specific Social Distancing Protocol’s procedures for when a person tests positive for COVID-19. All positive cases must be reported by following the instructions at www.sccsafeworkplace.org. b. All subcontractors must immediately (within 1 hour, regardless of the time of day) alert the General Contractor as soon as they learn that an employee has tested positive who is currently at the jobsite, or who was at the jobsite within 48 hours of the date they were tested or within 48 hours of becoming symptomatic. This reporting requirement is in addition to the subcontractor’s own reporting requirements under the Order and the procedures in the subcontractor’s Social Distancing Protocol. 3. Cleaning After Positive Case Identified Upon learning of a confirmed positive case at the jobsite within the last 48 hours, any location where the infected worker was known to have been present must be immediately closed and sanitized. Work in these locations must cease until sanitization is complete. 4. General Contractor is Responsible for Ensuring the Jobsite is Operated Safely Following All Legal Requirements a. The General Contractor must ensure that everyone at the jobsite—including its own workers, the subcontractors’ workers, and visitors—complies with the Order, this Directive, the jobsite-specific Social Distancing Protocol, and any other laws and regulations that apply to the work (for example, OSHA and Cal-OSHA requirements). If there is a conflict in what different laws require, the strictest standard applies. b. The General Contractor’s responsibility for ensuring jobsite compliance under this paragraph 4 does not, however, relieve any subcontractors of their own responsibilities under the Order, their Social Distancing Protocol, this Directive, and all other applicable laws and regulations. Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 6 of 12 c. Any worker, or any subcontractor, may file a complaint that the General Contractor has not complied with the Order, this Directive, or the jobsite-specific Social Distancing Protocol, or that the General Contractor has failed to require others to comply. Complaints may be filed through the County Office of Labor Standards Enforcement Advice Line (866-870-7725) or website (www.sccfairworkplace.org). 5. Designated COVID-19 Supervisor(s) a. The General Contractor must designate a site-specific COVID-19 Supervisor or Supervisors to enforce the jobsite-specific Social Distancing Protocol and this Directive. The designated COVID-19 Supervisor(s) must be present at the jobsite at all times during construction activities. The COVID-19 Supervisor may be an on-site worker who is designated to serve in this role. The General Contractor must prominently post a sign at all entrances to the jobsite clearly identifying the COVID-19 Supervisor(s) by name and providing their phone number and email address. b. The designated COVID-19 Supervisor(s) must review this Directive and the jobsite-specific Social Distancing Protocol with all workers and other persons at the jobsite. The General Contractor is responsible for making sure this occurs. c. The COVID-19 Supervisor must monitor and ensure implementation at the jobsite of all requirements in this Directive, the jobsite-specific Social Distancing Protocol, and the Order. 6. Seal Off Area of Construction Project from Other Parts of Occupied Sites Where construction work occurs within an occupied residential or commercial building, all of the following rules apply: a. Work areas must, to the extent feasible, be sealed off from the remainder of the building (and from the remainder of the unit, if work is performed within a residential unit) with physical barriers such as plastic sheeting or closed doors sealed with tape. b. If possible, workers must access the work area from entry/exit door(s) different from the entry/exit door(s) used by residents or occupants accessing the remainder of the building that is not under construction. c. Available windows and/or doors must be used to ventilate the work area during the workday and any other times work is performed. d. If residents or occupants have access to the work area between workdays, the Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 7 of 12 work area must be cleaned and sanitized at the beginning and at the end of workdays. e. Every effort must be taken to minimize contact between workers and residents or occupants, including maintaining a minimum of at least 6 feet of social distancing at all times. 7. Personal Protective Equipment (PPE) The General Contractor must obtain, provide at no cost to workers, and require that all workers use personal protective equipment (PPE) appropriate for use in construction, including gloves, goggles, face shields, and face coverings as appropriate for the activity being performed. Face coverings must be worn in compliance with the State’s mandatory Guidance for the Use of Face Coverings and any additional directives issued by the County Health Officer. At no time may medical-grade PPE be used at a construction site unless it is required due to the medical nature of the jobsite or local, state, or federal workplace safety requirements. 8. Social Distancing, Sanitizing, and other Measures a. The General Contractor must: i. Ensure compliance at the jobsite with the Order’s density limitations except to the extremely limited extent a higher density is temporarily necessary to safely carry out a specific job function. 1. The density limitations apply to all indoor areas where construction work is actively being performed. Density limitations do not apply to staging areas or lay-down areas that are separate from the area where construction work is actively being performed. ii. Stagger shifts, breaks, and trade-specific work as necessary to reduce density and allow for easy maintenance of minimum 6-foot distancing. Staggered shifts and breaks must comply with applicable wage and hour laws. 1. All persons must maintain minimum 6-foot distancing except to the extremely limited extent shorter distances are temporarily necessary to safely carry out a specific job function. iii. Eliminate or resolve “choke points” and “high-risk areas” where workers are unable to maintain 6-foot social distancing. The General Contractor must prohibit or limit use of these areas to ensure that 6-foot distance can easily be maintained between individuals. Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 8 of 12 iv. If possible, ensure workers eat their meals and take their breaks outdoors, and maintain social distancing during meals and breaks. v. Prohibit gatherings of any size on the jobsite (except for meetings required by this Directive), including gatherings for breaks or eating. Sharing of any food or beverage is strictly prohibited. vi. Cal-OSHA requires employers to provide water. Water must be provided in single-serve containers. vii. Prohibit use of microwaves, water coolers, and other similar shared equipment. b. Workers must: i. Unless strictly necessary to carry out a job function, maintain at all times at least 6-foot social distancing from fellow workers and all site visitors, including delivery workers, design professionals and other project consultants, government agency representatives (including building and fire inspectors), and residents at residential construction sites. ii. Not carpool to and from the jobsite except with others living within the same household unit, or if necessary because they have no alternative means of transportation. If workers from different households must carpool, they must wear face coverings while riding together in the same vehicle, sit at the greatest distance possible, and maintain ventilation by keeping windows open as feasible. 9. Notice for Workers and Visitors of Required Practices The General Contractor must prominently post a notice at all entrances to the jobsite visible to all workers and visitors instructing workers and visitors to do the following: a. Do not touch your face with unwashed hands or with gloves. b. If equipment is shared, it must be fully sanitized before and after each use. c. Wash your hands often with soap and water for at least 20 seconds each time, or use hand sanitizer with at least 60% alcohol. d. Clean and disinfect objects and surfaces you touch often, such as work stations, keyboards, telephones, handrails, machines, shared tools, elevator control buttons, and doorknobs. e. Cover your mouth and nose with a tissue or cloth when you cough or sneeze, or Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 9 of 12 cough or sneeze into your elbow/sleeve – never into your hands. f. Do not enter the jobsite if you have a fever, cough, or other COVID-19 symptoms. If you feel sick, or have been exposed to anyone who is sick, stay at home. g. Constantly make sure you are staying at least 6 feet away from co-workers at all times, unless it is absolutely necessary to get closer to complete a task for the construction project. h. Do not carpool to and from the jobsite with anyone except members of your own household, or if necessary because you have no alternative means of transportation. If you carpool with people from another household, you must wear a face covering while riding together in the same vehicle. i. Do not share phones or PPE. Posters conforming to this requirement are available for download at https://www.sccgov.org/sites/covid19/Pages/learn-what-to-do-flyers.aspx. 10. Cooperate with County’s Case Investigation and Contact Tracing Efforts The General Contractor must maintain a daily attendance log of all workers and visitors at the jobsite that includes contact information (including name, phone number, address, and email) and the date, time, and duration of each person’s presence at the jobsite. If someone on the jobsite tests positive for COVID-19, the General Contractor is legally required to assist the County Public Health Department in any case investigation and contact tracing efforts. 11. Monitor and Inform Supervisors and Subcontractors of Revised Requirements The General Contractor must regularly check for revisions to the Order, this Directive, relevant industry-specific guidance published by the California Department of Public Health, and other relevant rules or guidance. The General Contractor must inform all jobsite supervisors (including the designated COVID-19 Supervisor(s), all field supervisors, foremen, and safety directors) and all subcontractors of any revisions or additions to the requirements for construction projects. Additional Rules for Large Construction Projects This section describes additional requirements that apply only to Large Construction Projects. 12. What is a Large Construction Project? A “Large Construction Project” is a construction project that meets any of the following Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 10 of 12 specifications: a. For residential projects, any single-family, multi-family, senior, student, or other residential construction project consisting of 10 or more units; or b. For commercial projects, any construction project consisting of 20,000 or more square feet of floor area; or c. For mixed-use construction projects, any construction project that meets either of the specifications above in Subparagraphs (a) and (b); or d. Any infrastructure project that requires 20 or more workers at the jobsite at any one time. 13. COVID-19 Supervisor’s Additional Compliance, Monitoring, and Remediation Responsibilities a. The designated COVID-19 Supervisor must: i. Conduct daily briefings in person (with proper social distancing) or by teleconference that must cover the following topics: 1. New jobsite rules and pre-jobsite travel restrictions for the prevention of COVID-19 community spread. 2. Review of sanitizing and hygiene procedures. 3. Worker feedback on improving safety and sanitizing. 4. Coordination of construction site daily cleaning/sanitization requirements. 5. Any newly available information regarding COVID-19. 6. Emergency protocols in the event of an exposure or suspected exposure to COVID-19. ii. Each day, verify and record verification that each jobsite is compliant with this Directive. The General Contractor must collect each written verification, store them for at least 1 year, and make them immediately available upon request to any County official. iii. Conduct the following activities to make sure that the jobsite is ready to fix any violations of this Directive: Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 11 of 12 1. Develop a remediation plan; 2. If any non-compliance is identified, ensure that the remediation plan is implemented, and post the remediation plan at all entrances to the jobsite during the remediation period; 3. Stop any construction activity until the jobsite is back in compliance; and 4. Report repeated non-compliance with this Directive to the appropriate jobsite supervisors and the permitting agency for the local government where the project is located. b. The General Contractor is responsible for making sure the designated COVID-19 Supervisor takes all of these steps. 14. Jobsite Safety Accountability Supervisor (JSAS) The General Contractor must assign a COVID-19 Third-Party Jobsite Safety Accountability Supervisor (JSAS) for the jobsite. The JSAS may not be an employee of the General Contractor. The JSAS must at a minimum hold an OSHA-30 certificate and first-aid training, or equivalent credentials, from within the past 2 years. The JSAS must be trained in the requirements in this Directive and the jobsite-specific Social Distancing Protocol and must verify compliance with those requirements, including by visual inspection and random interviews with workers. The JSAS must inspect the jobsite as often as needed to ensure consistent compliance, but not less than once per week. The JSAS must inspect the jobsite during normal construction hours. a. The General Contractor must prominently post a sign at all entrances to the jobsite visible to all workers and visitors that clearly identifies the JSAS for the jobsite by name and providing their phone number and email address. b. Within 7 calendar days of each jobsite visit, the JSAS must complete a written assessment identifying any failure to comply with this Directive. The written assessment must be copied, stored, and, produced upon request to the County or local permitting agency. c. If the JSAS discovers that a jobsite is not in compliance with this Directive and the jobsite-specific Social Distancing Protocol, the JSAS must work with the designated COVID-19 Supervisor to develop and implement a remediation plan. d. The JSAS must coordinate with the designated COVID-19 Supervisor to prohibit continuation of any work activity not in compliance with this Directive or the jobsite-specific Social Distancing Protocol. The JSAS must make sure that the Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 12 of 12 work activity does not resume until the noncompliance is fixed and the continuing work is compliant with this Directive. e. The remediation plan must be sent to the local permitting agency and a designated County official within 5 calendar days of the JSAS’s discovery of the failure to comply. 15. Translation for Non-English-Speaking Workers The General Contractor must translate (and, where otherwise required, post) all of the following documents as necessary to ensure that all non-English-speaking workers are able to understand the documents: a. The Notice for Workers and Visitors of Required Practices described in Paragraph 9 (on page 8). b. The remediation plan described in Paragraph 13.a.iii.1 (on page 11). Stay Informed For answers to frequently asked questions about this industry and other topics, please see the FAQ page. Please note that this Directive may be updated. For up-to-date information on the Health Officer Order, visit the County Public Health Department’s website at www.sccgov.org/coronavirus. EXHIBIT B SERVICE ORDER PROCESS 4Leaf, Inc. Exhibit B-Service Order Process Construction Management Services 2020-22 Page 1 of 1 The CONSULTANT shall provide services under this Master Agreement on an “as needed” basis and only (1) upon written request from the CITY’s Director of Public Works or authorized Agent as defined in Section 14 , Project Coordination, and (2) as defined in a fully executed Service Order.. SECTION 1- SERVICE ORDER INITIATION A. The City Public Works Director or his designee shall provide written request for Consultant services as defined in this agreement. The Consultant and City shall meet to discuss the services after which the consultant shall provide a written proposal including specific scope of services, performance schedule, and compensation to the City. B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of the Service Order. C. The City shall prepare a Project Service Order consistent with the City’s standard form, Service Order, and Attachment A. The Service Order shall, at a minimum, include (1) specific scope of services, deliverables, schedule of performance, and compensation. SECTION 2- SERVICE ORDER EXECUTION D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Section 14 of the Master Agreement, Project Coordination, and the date signed. E. The Consultant shall begin work on the scope of services only after receipt of a fully executed authorized Service Order defining those services. Consultant understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City. F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the Master Agreement. CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MA Date:Master Agreement Contract #: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget : SO Acc't #:PO #: Project #:Date: Approvals Signatures: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance:Date: Encumbrance this Service Order: MA End Date: Consultant/ Contractor Manager/ Supervisor: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: City of Cupertino Master Agreement Service Order 191002 n Choose Insurance Requirements for Professional/Specialized Services Agreement 1 Version: Sept. 2019 Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor'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 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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. (Not required if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement 2 Version: Sept. 2019 available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’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 Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. 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 Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original 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 to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. 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 2/3/2020 Arthur J. Gallagher & Co. Insurance Brokers of CA, Inc. LIC #0726293 1255 Battery Street, Suite 450 San Francisco CA 94111 415-536-8617 415-536-8627 certrequests@ajg.com Arch Insurance Company 11150 CSGCONS-01 Redwood Fire and Casualty Insurance Co 11673CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 Zurich American Insurance Company of IL 27855 Travelers Property Casualty Co of America 25674 274054137 C X 1,000,000 X 500,000 5,000 1,000,000 2,000,000 X CPO-7414724-00 2/2/2020 12/4/2020 2,000,000 No Ded C 1,000,000 X CPO-7414724-00 2/2/2020 12/4/2020 No Ded D X X 5,000,000ZUP-21P37869-20-NF 2/2/2020 12/4/2020 5,000,000 X 0 B X N Y CSWC036787 12/4/2019 12/4/2020 No Ded 1,000,000 1,000,000 1,000,000 A Professional Liability retro date: 1/1/1991 Y PAAEP0008804 12/4/2019 12/4/2020 Each Claim Aggregate Deductible: $5,000,000 $5,000,000 $50,000 RE: Vallco Town Center City of Cupertino 10300 Torre Avenue Cupertino CA 95014 General Liability Supplemental Coverage Endorsement U-GL-1345-B CW (04/13) Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add’l. Prem. Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following changes apply to this Coverage Part. However, endorsements attached to this Coverage Part will supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement. A.Broadened Named Insured 1.The following is added to Section II – Who Is An Insured: Any organization of yours, other than a partnership or joint venture, which is not shown in the Declarations, and over which you maintain an ownership interest of more than 50% of such organization as of the effective date of this Coverage Part, will qualify as a Named Insured. However, such organization will not qualify as a Named Insured under this provision if it: a.Is newly acquired or formed during the policy period; b.Is also an insured under another policy, other than a policy written to apply specifically in excess of this Coverage Part; or c.Would be an insured under another policy but for its termination or the exhaustion of its limits of insurance. Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of more than 50% in the organization during the policy period. 2.The last paragraph of Section II – Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. B.Newly Acquired or Formed Organizations as Named Insureds 1.Paragraph 3. of Section II – Who Is An Insured is replaced by the following: 3.Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain an ownership interest of more than 50% of such organization, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization. CPO-7414724-00 02/02/2020 12/04/2020 N/A N/A N/A U-GL-1345-B CW (04/13) Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. The last paragraph of Section II – Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. C. Insured Status – Employees Paragraph 2.a.(1) of Section II – Who Is An Insured is replaced by the following: 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However: Paragraphs (1)(a) and (1)(d) do not apply to your "employees" or "volunteer workers", who are not employed by you or volunteering for you as health care professionals, for "bodily injury" arising out of "Good Samaritan Acts" while the "employee" or "volunteer worker" is performing duties related to the conduct of your business. "Good Samaritan Acts" mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received. Paragraphs (1)(a), (b) and (c) do not apply to any "employee" designated as a supervisor or higher in rank, with respect to "bodily injury" to co-"employees". As used in this provision, "employees" designated as a supervisor or higher in rank means only "employees" who are authorized by you to exercise direct or indirect supervision or control over "employees" or "volunteer workers" and the manner in which work is performed. D. Additional Insureds – Lessees of Premises 1. Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. This provision does not apply after the person or organization ceases to lease or rent premises from you. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III – Limits Of Insurance: U-GL-1345-B CW (04/13) Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph D.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations. E. Additional Insured – Vendors 1. The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property damage" included in the "products-completed operations hazard": Section II – Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph E. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business: However, the insurance afforded to such vendor: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage Part. U-GL-1345-B CW (04/13) Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the vendor is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph E.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations. F. Additional Insured – Managers, Lessors or Governmental Entity 1. Section II – Who Is An Insured is amended to include as an insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omission of those acting on your behalf; and resulting directly from: a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage" or offense that caused "personal and advertising injury"; b. To any person or organization included as an insured under Paragraph 3. of Section II – Who Is An Insured; c. To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires; d. To any: (1) Owners or other interests from whom land has been leased by you; or (2) Managers or lessors of premises, if: (a) The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant in that premises; (b) The "bodily injury", "property damage" or "personal and advertising injury" arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (c) The premises are excluded under this Coverage Part. 3. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph F.1. above (of this endorsement); or U-GL-1345-B CW (04/13) Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations. G. Damage to Premises Rented or Occupied by You 1. The last paragraph under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Section III – Limits Of Insurance. 2. Paragraph 6. of Section III – Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner. H. Broadened Contractual Liability The "insured contract" definition under the Definitions Section is replaced by the following: "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage", or "personal and advertising injury" arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. I. Definition – Specific Perils The following definition is added to the Definitions Section: "Specific perils" means: a. Fire; b. Lightning; c. Explosion; U-GL-1345-B CW (04/13) Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. Windstorm or hail; e. Smoke; f. Aircraft or vehicles; g. Vandalism; h. Weight of snow, ice or sleet; i. Leakage from fire extinguishing equipment, including sprinklers; or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam. J. Limited Contractual Liability Coverage – Personal and Advertising Injury 1. Exclusion e. of Section I – Coverage B – Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if: (a) The "personal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment; (b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and (c) The "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury" described in Paragraph (a) above, provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same written contract or written agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. Paragraph 2.d. of Section I – Supplementary Payments – Coverages A and B is replaced by the following: d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; 3. The following is added to the paragraph directly following Paragraph 2.f. of Section I – Supplementary Payments – Coverages A and B: Notwithstanding the provisions of Paragraph 2.e.(2) of Section I – Coverage B – Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance. K. Supplementary Payments The following changes apply to Supplementary Payments – Coverages A and B: Paragraphs 1.b. and 1.d. are replaced by the following: U-GL-1345-B CW (04/13) Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. L. Broadened Property Damage 1. Property Damage to Contents of Premises Rented Short-Term The paragraph directly following Paragraph (6) in Exclusion j. of Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III – Limits Of Insurance. 2. Elevator Property Damage a. The following is added to Exclusion j. of Section I – Coverage A – Bodily Injury And Property Damage Liability: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy. b. The following is added to Section III – Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 per "occurrence". 3. Property Damage to Borrowed Equipment a. The following is added to Exclusion j. of Section I – Coverage A – Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow from others at a jobsite. b. The following is added to Section III – Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to equipment you borrow from others is $25,000 per "occurrence". M. Expected or Intended Injury or Damage Exclusion a. of Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. N. Definitions – Bodily Injury The "bodily injury" definition under the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease. O. Insured Status – Amateur Athletic Participants Section II – Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for: a. "Bodily injury" to: (1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic activities; or U-GL-1345-B CW (04/13) Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company) while participating in such amateur athletic activities; or b. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by: (1) Your "employee", "volunteer worker" or any person you sponsor; or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). P. Non-Owned Aircraft, Auto and Watercraft Exclusion g. of Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or (6) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". Q. Definitions – Leased Worker, Temporary Worker and Labor Leasing Firm 1. The "leased worker" and "temporary worker" definitions under the Definitions Section are replaced by the following: "Leased worker" means a person leased to you by a "labor leasing firm" under a written agreement between you and the "labor leasing firm", to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". "Temporary worker" means a person who is furnished to you to support or supplement your work force during "employee" absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short- term workload conditions. "Temporary worker" does not include a "leased worker". 2. The following definition is added to the Definitions Section: "Labor leasing firm" means any person or organization who hires out workers to others, including any: a. Employment agency, contractor or services; b. Professional employer organization; or U-GL-1345-B CW (04/13) Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. c. Temporary help service. R. Definition – Mobile Equipment Paragraph f. of the "mobile equipment" definition under the Definitions Section is replaced by the following: f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. S. Definitions – Your Product and Your Work The "your product" and "your work" definitions under the Definitions Section are replaced by the following: "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. "Your work": a. Means: (1) Work, services or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your work"; and (2) The providing of or failure to provide warnings or instructions. T. Priority Condition The following paragraph is added to Section III – Limits Of Insurance: U-GL-1345-B CW (04/13) Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. In the event a claim is made or "suit" is brought against more than one insured seeking damages because of "bodily injury" or "property damage" caused by the same "occurrence" or "personal and advertising injury" caused by the same offense, we will apply the Limits of Insurance in the following order: (a) You; (b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability com pany) or "employees"; and (c) Any other insured in any order that we choose. U. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II – Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV – Commercial General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; U-GL-1345-B CW (04/13) Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I – Coverage A – Bodily Injury And Property Damage Liability; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. W. Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV – Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Coverage will continue to apply if you unintentionally: a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Commercial General Liability Conditions is replaced by the following: 8. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-1345-B CW (04/13) Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Y. Liberalization Condition The following condition is added to Section IV – Commercial General Liability Conditions: Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. All other terms and conditions of this policy remain unchanged. Coverage Extension Endorsement U-CA-424-D CW (8/05) Page 1 of 3 Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add’l. Prem Return Prem. CPO-7414724-00 02/02/2020 12/04/2020 N/A $ N/A $ N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Broad Named Insured Amendment Subsidiaries and Newly Acquired or Formed Organizations With regards to this endorsement, the words "you" and "your" refer to the Named Insured shown in the Declarations. The Named Insured shown in the Declarations is amended to include: A. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the policy. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. B. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: 1. That is a partnership, joint venture or limited liability company; 2. That is an "insured" under any other policy; 3. That has exhausted its Limit of Insurance under any other policy; or 4. 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. 2. Amendment - Supplementary Payments Paragraphs A.2.a.(2) and A.2.a.(4) of Section II – Liability Coverage are replaced by the following: 2. Coverage Extensions a. Supplementary Payments In addition to the Limit of Insurance, we will pay for the "insured": (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law 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 earnings up to $500 a day because of time off from work. U-CA-424-D CW (8/05) Page 2 of 3 3. Fellow Employee Paragraph B.5. Fellow Employee Exclusion of Section II – Liability Coverage does not apply if you have worker's compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. Lease Gap Coverage Section III – Physical Damage Coverage is amended by the addition of the following: In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. 5. Physical Damage – Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III – Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". 6. Airbag Coverage The following is added to Paragraph B.3.a. of Section III – Physical Damage Coverage: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 7. Two or More Deductibles The following is added to Paragraph D. Deductible of Section III – Physical Damage Coverage: If an accident is covered both by this policy or coverage form and by another policy or coverage form issued to you by a Zurich Financial Services Group company, the following applies for each covered "auto" on a per vehicle basis: A. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; B. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. U-CA-424-D CW (8/05) Page 3 of 3 8. Amended Duties in the Event of Accident, Claim, Suit or Loss The requirement in A.2.a. Duties In The Event of Accident, Claim, Suit or Loss of Section IV – Business Auto Conditions that you must notify us of an "accident" applies only when the "accident" is known to: A. You, if you are an individual; B. A partner, if you are a partnership; C. A member, if you are a limited liability company; or D. An executive officer or insurance manager, if you are a corporation. 9. Unintentional Failure to Disclose Hazards The following is added to Paragraph B. General Conditions of Section IV – Business Auto Conditions: We will not deny coverage under this Coverage Form if you unintentionally: A. Fail to disclose any hazards existing at the inception date of your policy; or B. Make an error, omission, or improper description of autos or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. 12/04/2019 CSWC036787 PAAEP0008804 December 4, 2019 Construction Management Services Final Audit Report 2020-10-22 Created:2020-10-15 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAB6G7DiatZlfHaz0fJtpJAuFl9-mtPmWy "Construction Management Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2020-10-15 - 2:46:00 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2020-10-15 - 2:51:27 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2020-10-15 - 2:52:48 PM GMT - Time Source: server- IP address: 64.178.242.15 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-10-15 - 2:52:50 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-10-15 - 4:31:09 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Nourdinkhayata (nourdin@csgengr.com) for signature 2020-10-15 - 4:31:12 PM GMT Email viewed by Nourdinkhayata (nourdin@csgengr.com) 2020-10-15 - 4:54:15 PM GMT- IP address: 166.216.158.115 Document e-signed by Nourdinkhayata (nourdin@csgengr.com) Signature Date: 2020-10-15 - 4:56:41 PM GMT - Time Source: server- IP address: 166.216.158.115 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-10-15 - 4:56:44 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-10-22 - 4:04:51 PM GMT- IP address: 181.215.222.124 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-10-22 - 4:05:29 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Deborah L. Feng (debf@cupertino.org) for signature 2020-10-22 - 4:05:31 PM GMT Email viewed by Deborah L. Feng (debf@cupertino.org) 2020-10-22 - 5:26:28 PM GMT- IP address: 104.47.45.254 Document e-signed by Deborah L. Feng (debf@cupertino.org) Signature Date: 2020-10-22 - 5:26:52 PM GMT - Time Source: server- IP address: 73.170.107.104 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-10-22 - 5:26:54 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-10-22 - 5:29:35 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-10-22 - 5:29:42 PM GMT - Time Source: server- IP address: 148.64.105.190 Agreement completed. 2020-10-22 - 5:29:42 PM GMT