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21-014 David J Powers & Associates, Environmental Review for Various City Projects, Master Agreement #2021-017Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH DAVID J POWERS & ASSOCIATES 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and David J Powers & Associates (“Contractor”) a Corporation for Environmental Review for Various City Projects, 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 June 30, 2023 (“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. Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 2 of 9 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. 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 $100,000.00 (“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 Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 3 of 9 or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information 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. Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 4 of 9 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. 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 an y 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. Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 5 of 9 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction. 11.5. 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. Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 6 of 9 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. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 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 David Stillman 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 Demitri Loukas 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. Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 7 of 9 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. 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 Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 2020 Page 8 of 9 court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 Attention: David Stillman Email: davids@cupertino.org To Contractor: David J Powers & Associates 1871 The Alameda, Suite 200 San Jose CA 95126 Attention: Demitri Loukas Email: dloukas@davidjpowers.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 Master Agreement for Environmental Review for Various City Projects Master Professional/Specialized Services Agreement/ Rev. Nov. 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 David J Powers & Associates By Name Title Date Tax I.D. No.: APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Akoni Danielsen President Jan 28, 2021 Akoni Danielsen Heather M. Minner Roger Lee Jan 28, 2021 Director of Public Works Roger Lee Jan 28, 2021 David J. Powers & Associates, Inc. 1 Quality Environmental Review Makes a Difference Master Agreement City of Cupertino January 20, 2021 Primary Contact The primary David J. Powers & Associates, Inc. (DJP&A) contact information is provided below. Name: Demitri Loukas Direct: (408) 454-3422 Email: dloukas@davidjpowers.com Scope of Services David J. Powers & Associates, Inc. (DJP&A) will provide qualified personnel, equipment and materials required to provide environmental consulting service to the City of Cupertino. Schedule of Performance To be determined at time service order agreement(s) issued. Exhibit A David J. Powers & Associates, Inc. 2 Quality Environmental Review Makes a Difference Charge Rate Schedule1 Title Hourly Rate Senior Principal $300 Principal Project Manager $275 Senior Environmental Specialist $240 Senior Project Manager $215 Environmental Specialist $200 Biologist $190 Project Manager $190 Associate Project Manager $160 Assistant Project Manager $130 Researcher $115 Draftsperson/Graphic Artist $120 Document Processor/Quality Control $110 Administrative Manager $110 Office Support $95 Notes: Materials, outside services, and subconsultants include a 15 percent administration fee. Mileage will be charged per the current IRS standard mileage rate at the time costs occur. Subject to revision January 1, 2021. 1 David J. Powers & Associates, Inc. provides regular, clear and accurate invoices as the work on this project proceeds, in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures, nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested, the service can be provided on a time and materials basis. Any fees charged to DJP&A for Client’s third-party services related to invoicing, insurance certificate maintenance, or other administrative functions will be billed as a reimbursable expense. David J. Powers & Associates, Inc. Quality Environmental Review Makes a Difference Terms and Conditions 1. Notice. Notice shall be deemed received (i) on the date when either personally delivered, (ii) the next day when sent by email, (iii) the next day when sent by overnight mail, or (iv) three (3) days after deposited in the U.S. Mail, sent by certified mail, return receipt requested, postage prepaid to the last known address for the party on the records of the other party. 2. Entire Agreement. This Agreement contains the entire and complete understanding and agreement between the parties hereto and any prior or contemporaneous oral or written agreement not contained herein shall be of no further force or effect. 3. Due Date, Interest and Attorneys' Fees. All invoices are absolutely due and payable in full within ten (10) days from receipt; provided that they will be deemed late if not paid in full by the thirtieth (30th) day from receipt of the invoice from DJP&A. All due and unpaid amounts shall bear and incur interest at the rate of one and one-half percent (1 ½%) per month calculated on the basis of actual days from the beginning of the eleventh (11th) day until paid. If any action is taken to collect for non-payment of any invoice, the prevailing party, in addition to any other relief which the court may grant, shall be reimbursed for attorneys' fees and actual cost incurred. In addition, the prevailing party shall, as a separate item, also be reimbursed for attorneys' fees and costs incurred in enforcing and recovering under any judgment, and further this post- judgment attorneys' fees provision is intended to be severable from the other provisions of the contract and is intended to survive any judgment and is not to be deemed merged into the judgment. Notwithstanding any other actions taken or available remedies to DJP&A, in addition to and not instead of any other actions or remedies DJP&A may have or have already taken, DJP&A shall have the option in its sole discretion, if payment in full of all unpaid invoices is not received within sixty (60) days of the receipt of the invoice from DJP&A, to stop or cease any and all work remaining to be performed under the agreement upon three (3) days prior written notice to the Client. DJP&A may exercise this option to stop or cease work at any time after the sixty (60) day period and shall not be deemed to have waived its right to exercise this option not withstanding any actions taken or not taken by DJP&A, except a written waiver specifically referencing this option signed by DJP&A. The Client understands and acknowledges that if DJP&A exercises its option to cease its work hereunder that the timing and completion of DJP&A’s work would be delayed and not completed within any time periods indicated in the scope of work until payment in full of all outstanding amounts is received by DJP&A from the Client. The Client understands and knowingly waives any claim for damages or injuries caused by DJP&A’s stopping or ceasing to continue its work until payment in full is received. 4. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California. The parties agree that the exclusive jurisdiction and venue for all Federal and State Court actions, including arbitrations, arising out of or in connection to this contract shall be only bought and maintained in Santa Clara County, California. 5. Amendments and Changes. No amendments, changes or modification of this Agreement shall be valid and binding unless in writing and signed by authorized representatives by both parties. 6. Additional Work. Notwithstanding the above, the client may verbally authorize DJP&A to perform additional work beyond the scope of the work indicated in this Agreement and DJP&A may subsequently David J. Powers & Associates, Inc. 2 Quality Environmental Review Makes a Difference confirm the additional work authorized by client in writing along with the costs for the additional work. If the Client does not correct, disagree or reject the additional work set forth in the writing from DJP&A within two (2) business days of receipt of the writing from DJP&A, the Client shall irrevocably be deemed to have consented and agreed to the terms, price and scope of work set forth in the writing received from DJP&A. 7. Severability. If any term or provision is held or deemed to be void or unenforceable, the rest of the terms and conditions shall be interpreted and enforced as if said void or unenforceable term or provision was not contained herein. 8. Interpretation. Both parties acknowledge that they have had adequate time to review and understand this Agreement and any unclear or ambiguous term or provision shall not be more strongly construed against the party drafting this Agreement. 9. Authority. The person executing this Agreement represents and warrants to the other party that it has the authority and power to bind its party to all the terms and conditions contained herein and additional work authorizations. 10. Counterparts and Electronic Signatures. This Agreement may be signed in counterparts, which together shall constitute one and the same instrument. An electronic or faxed copy of a party’s signature shall be deemed binding and conclusive on said party to the same extent as an original signature. 11. No Representation or Warranty by DJP&A. DJP&A does not represent, warrant or guaranty that it will make any particular finding or result regarding the work and investigation it is providing under this Agreement and the Scope of Work. 12. Limitation of Liability. DJP&A’s liability on any claim by the Client of any kind (excluding bodily injury or death) based on contract, warranty, tort (including negligence), strict liability or otherwise, for any loss or damage arising out of, connected with, or resulting from this Agreement or from the performance or breach thereof, or from services covered by or furnished under this Agreement, will in no case exceed the total amount actually received by DJP&A under this Agreement. In no event will DJP&A be liable for special, incidental, exemplary or consequential damages including but not limited to loss of profits or revenue to Client arising out of the work performed by DJP&A under the Agreement. 13. Dispute Resolution/Attorney’s Fees. All disputes, claims, and causes of action, in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation (other for the non-payment of monies owed by Client to DJP&A) shall be pursued and resolved solely and exclusively by final, binding and confidential arbitration through Judicial Arbitration & Mediation Services/Endispute, Inc. (“JAMS”) under the then existing JAMS arbitration rules. The parties understand and agree that this provision waives their right to a jury trial on these claims. This arbitration shall be held in Santa Clara County. Nothing in this provision is intended to prevent DJP&A from pursuing a civil suit to collect on monies owed by Client, or either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. The arbitrator shall have the authority to allocate the expenses relating to the arbitration in the manner the arbitrator determines to be appropriate, after taking into account the relative success and reasonableness of the arguments and positions advanced by the parties in the arbitration, and the arbitrator also shall have the authority to award the prevailing party its reasonable attorneys’ fees and other costs if it determines that the other party’s arguments or positions were frivolous or were otherwise made in bad faith. 14. Incorporation by Reference. The Client understands and agrees that all of the terms and provisions contained in the terms and conditions set forth above shall be incorporated by reference and shall be included in and shall be deemed part of the agreement with Client. Revised: April 30, 2020 – Services Agreements 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 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. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, 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 Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. 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. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT #:MA Date: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Email Address: 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: 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: Consultant: CIP Manager: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: MA End Date: Encumbrance this Service Order: City of Cupertino Master Agreement Service Order 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 10 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 1/22/2021 (HD)Heffernan Insurance Brokers 1350 Carlback Avenue Walnut Creek CA 94596 Elizabeth Lee 925-934-8500 925-934-8278 elizabethl@heffins.com Travelers Property Casualty Company of America 25674 DAVIJPO-01 The Hanover American Insurance Company 36064DavidJ.Powers &Associates,Inc. 1871 The Alameda,Suite 200 San Jose CA 95126 Continental Casualty Company 20443 The Travelers Indemnity Company of Connecticut 25682 616528931 A X 2,000,000 X 1,000,000 5,000 2,000,000 4,000,000 X Y Y 6809N8316252047 12/3/2020 12/3/2021 4,000,000 D 1,000,000 X Y Y BA2R124741 12/3/2020 12/3/2021 A X X 1,000,000CUP9N831926204712/3/2020 12/3/2021 1,000,000 B XYWH39816300081/13/2021 1/13/2022 1,000,000 1,000,000 1,000,000 C Professional Liability Pollution Incident Liability EEH288347490 3/26/2020 3/26/2021 PER CLAIM AGGREGATE $2,000,000 $2,000,000 All California Operations as per contract on file with Insured.City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as an additional insured on the General Liability and Automobile Liability policies per the attached endorsements,if required. Waiver of Subrogation is included on General Liability,Automobile Liability and Workers Compensation per the attached endorsement,if required. City of Cupertino Public Works Department 10300 Torre Ave Cupertino CA 95014 POLICY NUMBER: BA-2R124741 CAGPLCY.PLAACAFULLY. AUCVAGPLU his endorsement modifies insurance provided under the following: BSNSS VGF GAL CPF CVAGhis endorsement broadens coverage.However,coverage for any injury,damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the overage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.he following listing is a general cover- age description only.imitations and exclusions may apply to these coverages.ead all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A.BLAKAAL U.AU,VUAL AAA LCC QUPCALB.PLYAU .WAVF UCBLGLAC.PLYAU J.PAL PPY.UPPLAY PAYCA LK.ABAG .ALCALACAPACY L.AULALAGAP F.AUPYCAL AAG.BLAKWAVF UBGA G.PYCAL AAGAPA XPCAL A.BLAKAAL Uperforming duties related to the conduct of your business.he following is added to Paragraph A.1.,Who s An nsured ,of CCVAU2.he following replaces Paragraph b.in B.5., LABLY CVAG:ther nsurance,of CV BU- AUC:ny person or organization who is required under a written contract or agreement between you and b.For Hired uto Physical Damage over- that person or organization,that is signed and age,the following are deemed to be cov- executed by you before the "bodily injury"or ered "autos"you own: "property damage"occurs and that is in effect (1)ny covered "auto"you lease,hire, during the policy period,to be named as an addi- rent or borrow;andtionalinsuredisan"insured"for overed utos (2)ny covered "auto"hired or rented byiability overage,but only for damages to which your "employee"under a contract inthisinsuranceappliesandonlytotheextentthat an "employee's"name,with yourpersonororganizationqualifiesasan"insured" permission,while performing dutiesundertheWhos n nsured provision contained related to the conduct of your busi-in Section . ness.B.PLYAU However,any "auto"that is leased,hired, 1.he following is added to Paragraph A.1., rented or borrowed with a driver is not a Who s An nsured ,of CCV- covered "auto". AULABLY CVAG: C.PLYAU n "employee"of yours is an "insured"while he following is added to Paragraph A.1.,Who soperatingacovered"auto"hired or rented An nsured ,of CCVAUunder a contract or agreement in an "em- LABLY CVAG:ployee's"name,with your permission,while CA 4 20 02 15 ©2015 he ravelers ndemnity ompa ny.ll rights reserved.Page 1 of 3 ncludes copyrighted material of nsurance Services ffice,nc.with its permission. POLICY NUMBER: BA-2R124741 (2)n adjustment for depreciation and physicalny "employee"of yours is an "insured"while us- ing a covered "auto"you don't own,hire or borrow condition will be made in determining actual in your business or your personal affairs.cash value in the event of a total "loss". .UPPLAY PAYCA(3)f a repair or replacement results in better Lthan like kind or quality,we will not pay for the amount of betterment.1.he following replaces Paragraph A.2.a.(2)of CCVAULABLY (4)deductible equal to the highest Physical CVAG:Damage deductible applicable to any owned covered "auto".(2)p to $3,000 for cost of bail bonds (in- (5)his overage xtension does not apply to:cluding bonds for related traffic law viola- tions)required because of an "accident"(a)ny "auto"that is hired,rented or bor- we cover.We do not have to furnish rowed with a driver;or these bonds. (b)ny "auto"that is hired,rented or bor- 2.he following replaces Paragraph A.2.a.(4)of rowed from your "employee". CCVAULABLY G.PYCAL AAGAPACVAG: XPCAL (4)ll reasonable expenses incurred by the he following replaces the first sentence in Para-"insured"at our request,including actual graph A.4.a.,ransportation xpenses ,oflossofearningsupto$500 a day be- CPYCAL AAGCV-cause of time off from work. AG: .ALCALACAPACY We will pay up to $50 per day to a maximum of he following replaces Paragraph C.1.of C-$1,500 for temporary transportation expense in- CVAU:curred by you because of the total theft of a cov- 1."railers"with a load capacity of 3,000 ered "auto"of the pri ate passenger type.v pounds or less designed primarily for travel .AU,VUAL AAA LCC on public roads.QUPCAL F.AUPYCAL AAGParagraph C.1.b.of CPYCAL he following is added to Paragraph A.4.,Cover-AAGCVAGis deleted. age xtensions,of CPYCAL .WAVF UCBLGLA AAGCVAG: he following is added to Paragraph .,educti- ired Auto Physical amage Coverage ble,of CPYCAL AAG CVAG:f hired "autos"are covered "autos"for overed utos iability overage but not covered "autos"No deductible for a covered "auto"will apply to for Physical Damage overage,and this policy glass damage if the glass is repaired rather than replaced.also provides Physical Damage overage for an owned "auto",then the Physical Damage over-J.PAL PPY age is extended to "autos"that you hire,rent or he following is added to Paragraph A.4.,Cover- borrow subject to the following:age xtensions ,of CPYCAL AAGCVAG:(1)he most we will pay for "loss"to any one "auto"that you hire,rent or borrow is the Personal Property Coverage lesser of:We will pay up to $400 for "loss"to wearing ap- (a)$50,000;parel and other personal property which is: (1)wned by an "insured";and(b)he actual cash value of the damaged or stolen property as of the time of the (2)n or on your covered "auto". "loss";or his coverage only applies in the event of a total (c)he cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality.age. Page 2 of 3 ©2015 he ravelers ndemnity ompan y.ll rights reserved.CA 4 20 02 15 ncludes copyrighted material of nsurance Services ffice,nc.with its permission. POLICY NUMBER: BA-2R124741 K.ABAG(2)ny: he following is added to Paragraph B.3.,xclu-(a)verdue lease or loan payments at the sions,of CPYCAL AAGtime of the "loss"; CVAG: (b)Financial penalties imposed under a xclusion 3.a.does not apply to "loss"to one or lease for excessive use,abnormal wear more airbags in a covered "auto"you own that in-and tear or high mileage; flate due to a cause other than a cause of "loss" (c)Security deposits not returned by the les-set forth in Paragraphs A.1.b.and A.1.c.,but sor;only: (d)osts for extended warranties,redit ifea.f that "auto"is a covered "auto"for ompre- nsurance,Health,ccident or Disabilityhensiveoverage under this policy; nsurance purchased with the loan or b.he airbags are not covered under any war- lease;and ranty;and (e)arry-over balances from previous loans c.he airbags were not intentionally inflated. or leases. We will pay up to a maximum of $1,000 for any .BLAKWAVF UBGA one "loss". he following replaces Paragraph A.5.,ransferL.AULALAGAP f ights f ecovery Against thers o Us, he following is added to Paragraph A.4.,Cover-of CV BUAUC- age xtensions ,of CPYCAL : AAGCVAG: 5.ransfer f ights f ecovery Against Auto Loan Lease Gap Coverage for Private thers o Us Passenger ype Vehicles We waive any right of recovery we may have n the event of a total "loss"to a covered "auto"of against any person or organization to the ex-the private passenger type shown in the Schedule tent required of you by a written contract exe-or Declarations for which Physical Damage ov- cuted prior to any "accident"or "loss",pro-erage is provided,we will pay any unpaid amount vided that the "accident"or "loss"arises out ofdue on the lease or loan for such covered "auto" the operations contemplated by such con-less the following: tract.he waiver applies only to the person or(1)he amount paid under the Physical Damage organization designated in such contract.overage Section of the policy for that "auto"; and CA 4 20 02 15 ©2015 he ravelers ndemnity ompa ny.ll rights reserved.Page 3 of 3 ncludes copyrighted material of nsurance Services ffice,nc.with its permission. POLICY NUMBER: BA-2R124741 POLICY NUMBER: 6809N8316252047 David J Powers Master Agreement for Environmental Review for Various City Projects Final Audit Report 2021-01-28 Created:2021-01-27 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAZCu5yXgiZX07iF4wqZYTcJhDkDiT6ljJ "David J Powers Master Agreement for Environmental Review fo r Various City Projects" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-01-27 - 6:27:54 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2021-01-27 - 6:30:17 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2021-01-27 - 7:07:25 PM GMT - Time Source: server- IP address: 64.178.242.15 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-01-27 - 7:07:27 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-01-27 - 7:31:41 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Akoni Danielsen (adanielsen@davidjpowers.com) for signature 2021-01-27 - 7:31:44 PM GMT Email viewed by Akoni Danielsen (adanielsen@davidjpowers.com) 2021-01-27 - 9:28:43 PM GMT- IP address: 76.216.1.59 Document e-signed by Akoni Danielsen (adanielsen@davidjpowers.com) Signature Date: 2021-01-28 - 4:30:23 PM GMT - Time Source: server- IP address: 76.216.1.59 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-01-28 - 4:30:26 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-01-28 - 7:07:46 PM GMT- IP address: 104.143.195.220 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-01-28 - 7:08:16 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Roger Lee (rogerl@cupertino.org) for signature 2021-01-28 - 7:08:18 PM GMT Email viewed by Roger Lee (rogerl@cupertino.org) 2021-01-28 - 7:33:26 PM GMT- IP address: 104.47.74.126 Document e-signed by Roger Lee (rogerl@cupertino.org) Signature Date: 2021-01-28 - 8:02:32 PM GMT - Time Source: server- IP address: 24.4.161.237 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-01-28 - 8:02:35 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-01-28 - 8:58:03 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-01-28 - 8:58:09 PM GMT - Time Source: server- IP address: 148.64.105.190 Agreement completed. 2021-01-28 - 8:58:09 PM GMT