Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
21-241 Amendment #2 dated 11-9-22 Cala or Landscape Architecture Services for Design of a Community Garden at Wilson Park
1 SECOND AMENDMENT TO AGREEMENT 377 BETWEEN THE CITY OF CUPERTINO AND CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC FOR LANDSCAPE ARCHITECTURE SERVICES FOR DESIGN OF A COMMUNITY GARDEN AT WILSON PARK This Second Amendment to Agreement 377 between the City of Cupertino and Callander Associates Landscape Architecture, Inc is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Callander Associates Landscape Architecture, Inc, a Corporation (“Contractor”) whose address is 12150 Tributary Point Drive, Suite 140, Gold River, CA 95670, and is made with reference to the following: RECITALS: A. On November 02, 2021, Agreement 377 (“Agreement”) was entered into by and between City and Contractor for Landscape Architecture Services for Design of a Community Garden at Wilson Park. B. On March 03, 2022, City and Contractor entered into a First Amendment to the Agreement. C. The Agreement and First Amendment are collectively referred to as the “Agreement” unless otherwise indicated. D. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3.1 Term of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on June 30, 2023, unless terminated earlier as provided herein (“Contract Time”). 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. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-283 $43,043.00 Amendment #1 Additional Services $14,042.00 Amendment #2 Extend term to 06/30/2023 $0.00 Total $57,085.00 1429656.1 Marie Mai Principal Nov 9, 2022 Christopher D. Jensen CIP Manager Nov 9, 2022 Nov 9, 2022 1 FIRST AMENDMENT TO AGREEMENT 377 BETWEEN THE CITY OF CUPERTINO AND CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC FOR LANDSCAPE ARCHITECTURE SERVICES FOR DESIGN OF A COMMUNITY GARDEN AT WILSON PARK This First Amendment to Agreement 377 between the City of Cupertino and Callander Associates Landscape Architecture, Inc is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Callander Associates Landscape Architecture, Inc., a Corporation (“Contractor”) whose address is 12150 Tributary Point Drive, Suite 140, Gold River, CA 95670, and is made with reference to the following: RECITALS: A. On November 02, 2021 Agreement 377 (“Agreement”) was entered into by and between City and Contractor for Landscape Architecture Services for Design of a Community Garden at Wilson Park. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: Maximum Compensation: City will pay consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $57,085.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibit A of the Agreement is modified to include Exhibit A-1, Additional Services, attached hereto. 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $14,042.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibit A of the Agreement is modified to include Exhibit A-1, Additional Services, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC. By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-283 $43043.00 Amendment #1 Additional Services $14,042.00 Total $57,085.00 1429656.1 Marie Mai Principal Mar 3, 2022 Christopher D. Jensen Susan Michael CIP Manager Mar 3, 2022 Mar 3, 2022 www.callanderassociates.com BURLINGAME GOLD RIVER SAN JOSE 1633 Bayshore Highway, Suite 133 12150 Tributary Point Drive, Suite 140 2025 Gateway Place, Suite 285 Burlingame, CA 94010 Gold River, CA 95670 San Jose, CA 95110 650.375.1313 916.985.4366 408.275.0565 21059_ASA#1.doc Recreate Educate Live+Work Connect Sustain February 14, 2022 ADDITIONAL SERVICES AUTHORIZATION #1 TO: Ms. Lisa Cameli, Project Manager City of Cupertino, Public Works 10300 Torre Avenue Cupertino, CA 95014 (408) 777-1380 RE: WILSON PARK COMMUNITY GARDEN/Ceramic Studio ADA Access Based on our discussion, the City of Cupertino would like to provide an accessible path of travel from the public right-of-way (i.e., sidewalk) along Wintergreen Drive to the entrance of the existing ceramic studio building as part of the improvements for the Wilson Park Community Garden project. The pavement improvements for access to the ceramic studio will be incorporated into the community garden plan set that is already under contract. Callander Associates will evaluate design options for an accessible path of travel to the front entrance of the ceramic studio; addressing access deficiencies in the building interior or to the back entrance is excluded. Improvements are anticipated to include asphalt pavement and additional elements such as site furnishings, decorative concrete pavement, and drainage modifications. Planting and irrigation are not anticipated improvements and are therefore excluded. The design of the accessible path of travel to the ceramic studio will utilize the topographic survey prepared by MME dated October 4, 2021. The following additional services will be provided on this project in accordance with our agreement dated November 2, 2021 and are considered an amendment thereto: Scope 1.Staff Meeting #1: Review scope, schedule and cost for design and incorporation into the Wilson Park Community Garden plan set. 2.Site Investigation: Walk the site with park staff and review non-compliant access items #4-5 and Building 2 - Recreation items #4-1 and #8-1(Regrade surface) identified by the ADA Transition Plan dated 12/19/2014. Photo document conditions and take smart level readings as necessary. 3.Conceptual Alternative Sketches: Develop two (2) draft conceptual sketches at 1” = 10’ scale for the improvements showing different pavement layout options. Plans will be hand drawn in black and white for City review. Provide preliminary cost estimate for each alternative. Exhibit A-1 Additional Services Authorization #1 RE: WILSON PARK COMMUNITY GARDEN/Ceramic Studio ADA Access February 14, 2022 Page 2 of 2 21059_ASA#1.doc © copyrighted 2022 Callander Associates Landscape Architecture, Inc. 4.Staff Meeting #2: Review draft conceptual sketches with City staff in a single video conference call. Identify the preferred improvements within the conceptual alternatives and discuss refinements to be incorporated. Prepare a written meeting summary. 5.Refined Concept Sketch: Develop one (1) refined conceptual sketch incorporating the comments from city staff. Plan to be hand drawn in black and white. Update the preliminary cost estimate for the refined concept and send to the city for review and approval. 6.100% PS&Es: Incorporate the approved improvements into the 100% PS&Es prepared for the Wilson Park Community Garden. Plans, specifications and estimate for the pavement improvements associated with the ceramic studio will be integrated into the community garden plans as a single submittal. The preparation of a water ordinance landscape documentation plan, stormwater/c.3 management plan, and SWPPP are not anticipated to apply to the project and therefore excluded. CEQA clearance is assumed to be addressed by the City. 7.Accessibility Unreasonable Hardship Exemption Form: Utilizing cost figures from the ADA Transition Plan, incorporate line items to adjust those costs to address inflation, demolition, mobilization, and site preparation and prepare a project cost estimate representing the total cost of ADA improvements required by the Transition Plan. Prepare draft form for City review and final form incorporating City comments, utilizing cost estimates prepared by CALA in tasks 5 and 6. 8.Bid, Award, and Construction Support: Provide supplemental services to assist your project construction administrator. These services would be provided on an hourly basis as requested. Services could include: responses to bidder inquires, submittal reviews, responses to contractor Requests for Information, and attendance at the substantial completion walk-thru. Compensation Ceramic Studio ADA Access Tasks 1-7 (lump sum) ................................. $12,222 Ceramic Studio ADA Access Task 8(hourly, with an allowance of) ............ $1,280 Reimbursables ................................................................................................. $540 Total Estimated Compensation ................................................................ $14,042 Schedule Callander Associates will proceed to commence the above services upon receipt of a signed copy of this authorization. Additional Services Authorization #1 RE: WILSON PARK COMMUNITY GARDEN/Ceramic Studio ADA Access February 14, 2022 Page 3 of 2 21059_ASA#1.doc © copyrighted 2022 Callander Associates Landscape Architecture, Inc. Signatures Callander Associates Landscape Architecture, Inc. Agreed and authorized to proceed for: The City of Cupertino Marie Mai, PLA, ASLA, Principal Signature date Name & Title Attachment: Standard Schedule of Compensation dated 2022 San Jose (Cupertino) Project Limits Diagram, 2/14/2022 Notice: Landscape architects are licensed by the State of California. Terms and conditions are subject to change after ninety days. S D S D S D S D S D S D S D S D S D S D SD SD SD S D S D S D S D S D S D S D IIIII I I I I I I I I I I I I I I I I I I CC 1 203.33 MON 3 205.44 MAG4 208.00 MAG 7 209.36 X 203.50 203.57 203.70 203.77204.26204.18 204.05 203.94 203.54 203.56 203.62 204.07 204.08 204.15204.22 204.31 204.33 206.14 205.39205.11205.08 204.93 205.36205.48 204.11 204.08 204.88 205.66 204.36204.33 204.18 204.56 205.32 206.30 206.49 207.20206.96206.86 207.12 203.27 203.27 203.30 203.44 203.37 203.43 203.88 203.88 203.91 203.76 203.75 203.76 203.75203.93 203.93 203.89 203.80 203.96 204.09 204.08 203.29 200.51 200.23 203.98203.97 203.94 205.04 205.61 206.13 206.96 207.58 207.91 208.04 208.01 207.87 207.68 207.60 206.78 206.37 206.27 206.37 206.40206.32 206.49 206.57 206.18 206.14206.21 206.17 205.70 205.57 205.30 205.16 205.13 205.71 205.78 206.51 206.86 206.43 206.26 205.45 204.99 204.98 204.94 205.45205.49 205.24 204.98 204.98 204.88 200.98202.19 200.94 206.22 205.42 204.96 205.48 205.63 206.04 206.24206.20206.16206.18 206.12 206.02 205.50 204.99 205.98 203.89 203.81 203.71 203.85 203.84 204.04 204.09 204.29 203.96203.75 204.30 204.18 204.04 204.01 203.99 204.28204.39 204.63 204.63 205.72 206.22 205.69 206.18 206.24 206.32206.37 206.46 207.16 207.62 208.75 207.84 207.56 207.80 207.63 207.07 206.47 205.90 206.38 205.57205.82206.11208.53 208.71208.75 207.20 207.14 207.07 207.10 207.03 206.98 206.85 206.35 206.51 206.52 206.40 206.44 206.85 207.02 207.70207.70207.75 207.80 207.74 207.61 208.34 208.61 208.89 209.16 209.25209.08 209.01 206.75 206.66 206.38 206.41 206.87 207.15 207.42 207.29 207.07 207.12 207.18 207.60 207.88 207.93 207.95 208.22 207.09 207.32 206.53 206.44 206.55 206.54 206.86 205.70 206.44 206.56 206.50 204.16 205.01 204.95 204.53 204.52 206.72 206.19 206.12 8 T 8 T 10 T 16 R 12 R 32 R 8 R 209.21 203.13 202.93 202.99 202.33 201.54 200.43 202.55202.55202.55 203.13 202.55 201.36 201.38 202.58 203.06 205.09 209.25 209.32 209.38 209.47 209.49 209.52 209.52 209 56 209.45209.36 209.28 209.16 209.05 208.89 208.99 209.43209.44209.45209.41 207.11 207.17 207.16 207.04 207.06 206.95 206.54 206.78206.74 206.55 206.39 206.62 206.80 206.76 206.41 206.58 206.73206.64 206.49206.50206.46 206.43206.43 206.43 206.51 206.50206.55 206.54 206.54 206.40 206.44 206.62 206.06 206.54206.25206.13206.26206.40206.48206.56 207.38 207.44207.53 207.73 207.82 207.90 207.90 207.93 207.98 207.81 207.79 207.75 207.64 207.56 207.54 207.50 207.45 207.81 207.83 207.96 207.86 207.23207.24 207.21 207.18 207.20207.19 207.27 207.28 207.27 207.24 207.72 26 R 32R 14T 14T 14T 14T 206.62 206.49 206.87 207.03 207.02 207.15207.26 207.24207.19 207.12 207.15 208.74 209.48 208.20 207.90 208.47 208.13 207.58 208.19 207.89 208.11 207.18 206.43206.43 208.92 48 R 202.22 203.13 Project Amendment #1 Contract Number Date 2-Mar-22 CIP Proj #2020-01 Designer Callander Associates NWS#PVAR 002.02.02 Contracor Address 12150 Tributary Point Drive, Ste 140 Gold River, CA 95670 Acct'g #420-99-007-900905 Distribution Amendment # Consultant # Description Schedule Impact Revised Design Completion Date: Amount TOTAL FOR THIS PROJECT, TO DATE: Contract Amount: Design Services 43,043.00$ City Council Approved Contingency N/A City Council Approved Appropriation Limit 43,043.00$ Design Services Contract Amendments Original Contract Amount:43,043.00$ CA#Amount 1 14,042.00$ May add 30 Days for additional Design N/A Description $ 14,042.00 1 5183 Design services to incorporate ADA Improvements into work associated with Wilson Park Community Garden Project. Funding source to be via GL Account 420-99-007-900905 and NWS PVAR 002.02.02 SusanM@Cupertino.org; JuliaK@Cupertino.org; LisaC@Cupertino.org mmai@callanderassociates.com ADA Improvements for Citywide Community Gardens - Wilson Park 1 of 2 Total Contract Amendments 14,042.00$ Design Services - Revised Contract Amount 57,085.00$ Council Approval Needed?No Design Professional Reviewed By: Date: City Project Manager Reviewed By: Date:3/1/2022 Marie Mai 3/2/2022 Lisa Cameli 2 of 2 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 12/16/2021 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Doris A.Chambers (510)272-1499 Doris.Chambers@AssuredPartners.com License#:6003745 Sentinel Insurance Company 11000 CALLAASSO1 Trumbull Insurance Company 27120CallanderAssociates Landscape Architecture,Inc. 12150 Tributary Point Drive,Suite 140; Gold River CA 95670-4259 NAVIGATORS INSURANCE COMPANY 42307 1021537774 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y 57SBWBM4627 12/31/2021 12/31/2022 4,000,000 A 1,000,000 X X Y Y 57SBWBM4627 12/31/2021 12/31/2022 A X X 1,000,000Y57SBWBM462712/31/2021Y 12/31/2022 2,000,000 B XY57WECAC198212/31/2021 12/31/2022 1,000,000 1,000,000 1,000,000 C Professional Liability Y NY21DPLZ06S5EIV 12/31/2021 12/31/2022 $2,000,000 per Claim $4,000,000 Annl Aggr. The Excess-Umbrella Liability coverage is Following Form to the Commercial General Liability,Automobile Liability and Employers’Liability policies. REF:Project Name:Community Gardens Project.GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED:The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers.General Liability is Primary/Non-Contributory per policy form wording.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers Compensation.Professional Liability Retro Date:11/1/1973.Notice of Cancellation:It is understood and agreed that in the event of cancellation of the policy for any reason other than nonpayment of premium,30 days written notice will be sent to the certificate holder by mail.In the event the policy is cancelled for non payment of premium,10 days written notice will be sent to the above. 30 Days Notice of Cancellation. City of Cupertino 1300 Torre Avenue Cupertino CA 95014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A.It is agreed that paragraph (2)of subsections 6.d. and 6.f.of Section C. - WHO IS AN INSURED is replaced by the following: (2)The insurance afforded by paragraph (1)above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. 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 contract or agreement to provide for such additional insured. B.It is agreed that the following paragraphs are added to the end of subsections 1.and 8.of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES;and it is agreed the following paragraphs replace section b.of subsection 9.of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES.These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. 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 contract or agreement to provide for such additional insured. Policy #57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, 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; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a.through f.below are additional insureds when you have agreed, in a written Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.– Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"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; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)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; (e)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; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)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 (h)"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: (i)The exceptions contained in Subparagraphs (d)or (f); or (ii)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. (2)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. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b)"Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products- completed operations hazard", but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.– Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a.Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner, if you or an additional insured is a partnership; (3)Any manager, if you or an additional insured is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5)Any trustee, if you or an additional insured is a trust; or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3. Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you 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; (4) Aircraft, Auto Or Watercraft 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 A.– Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, 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. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Policy # 57SBWBM4627 57SBWBM4627 ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage is subject to all provisions in the moved from the place where they are BUSINESS LIABILITY COVERAGE FORM not accepted by the "insured" for movement into expressly modified herein:or onto the covered "auto"; or c.After the "pollutants" or any property in which the "pollutants" are contained areA. Amended Coverage: moved from the covered "auto" to the placeCoverage is extended to "bodily injury" and where they are finally delivered, disposed of"property damage" arising out of the use of a "hired or abandoned by the "insured".auto" and "non-owned auto". a.Paragraph above does not apply to fuels,B. Paragraph B. EXCLUSIONS is amended as lubricants, fluids, exhaust gases or otherfollows:similar "pollutants" that are needed for or 1.Exclusion g. Aircraft, Auto or Watercraft does result from the normal electrical, hydraulic not apply to a "hired auto" or a "non-owned or mechanical functioning of the covered auto"."auto" or its parts, if: 2.Exclusion e. Employers Liability does not (1)The "pollutants" escape, seep, migrate, apply to "bodily injury" to domestic "employees"or are discharged or released directly not entitled to workers’ compensation benefits from an "auto" part designed by its or to liability assumed by the "insured" under an manufacturer to hold, store, receive,or "insured contract".dispose of such "pollutants"; and 3.f. PollutionExclusion is replaced by the (2) The "bodily injury" and "property following:damage" does not arise out of the operation of any equipment listed in"Bodily injury" or "property damage" arising out paragraphs 15.b.and 15.c.of theof the actual, alleged or threatened discharge, definition of "mobile equipment".dispersal, seepage, migration, release or escape of "pollutants":Paragraphs b.and c.above do not apply to "accidents" that occur away from premisesa.That are, or that are contained in any owned by or rented to an "insured" with property that is: respect to "pollutants" not in or upon a (1)Being transported or towed by, handled,covered "auto" if:or handled for movement into, onto or (1)The "pollutants" or any property infrom, the covered "auto"; which the "pollutants" are contained are(2)Otherwise in the course of transit by or upset, overturned or damaged as aon behalf of the "insured"; or result of the maintenance or use of a (3)Being stored, disposed of, treated or covered "auto"; and processed in or upon the covered "auto". b.Before the "pollutants" or any property in which the "pollutants" are contained are Form SS 04 38 09 09 Page 1 of 3 © 2009, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission) Policy #57SBWBM4627 (2)The discharge, dispersal, seepage,company) for an "auto" owned by him or her migration, release or escape of the or a member of his or her household. "pollutants" is caused directly by such d.Anyone liable for the conduct of an "insured" upset, overturn or damage as a result of described above but only to the extent of that the maintenance or use of a covered liability. "auto".D.With respect to the operation of a "hired auto"and 4.With respect to this coverage, the following "non-owned auto", the following additional additional exclusions apply:conditions apply: a. Fellow employee 1. OTHER INSURANCE Coverage does not apply to "bodily injury"to a.Except for any liability assumed under an any fellow "employee" of the "insured""insured contract" the insurance provided by arising out of the operation of an "auto"this Coverage Form is excess over any owned by the "insured" in the course of the other collectible insurance. fellow "employee’s" employment.However, if your business is the selling, b. Care, custody or control servicing, repairing, parking or storage of Coverage does not apply to "property "autos", the insurance provided by this damage" involving property owned or endorsement is primary when covered transported by the "insured" or in the "bodily injury" or "property damage" arises "insured’s" care, custody or control.out of the operation of a customer’s "auto" by you or your "employee".C.With respect to "hired auto" and "non-owned auto" coverage, Paragraph C. WHO IS AN INSURED is b.When this Coverage Form and any other deleted and replaced by the following:Coverage Form or policy covers on the same basis, either excess or primary, weThe following are "insureds": will pay only our share. Our share is thea.You.proportion that the Limit of Insurance of our b.Your "employee" while using with your Coverage Form bears to the total of the permission:limits of all the Coverage Forms and policies covering on the same basis.(1)An "auto" you hire or borrow; or 2. TWO OR MORE COVERAGE FORMS OR(2)An "auto" you don’t own, hire or borrow in POLICIES ISSUED BY USyour business or personal affairs; or If the Coverage Form and any other Coverage(3)An "auto" hired or rented by your Form or policy issued to you by us or any"employee" on your behalf and at your company affiliated with us apply to the samedirection. "accident", the aggregate maximum Limit ofc.Anyone else while using a "hired auto" or "non-Insurance under all the Coverage Forms orowned auto" with your permission except:policies shall not exceed the highest applicable (1)The owner or anyone else from whom you Limit of Insurance under any one Coverage hire or borrow an "auto".Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an(2)Someone using an auto while he or she is affiliated company specifically to apply asworking in a business of selling, servicing, excess insurance over this Coverage Form.repairing, parking or storing "autos" unless that business is yours.E.The following definitions are added: (3)Anyone other than your "employees",G. LIABILITY AND MEDICAL EXPENSES partners (if you are a partnership), members DEFINITIONS: (if you are a limited liability company), or a 1."Hired auto" means any "auto" you lease,lessee or borrower or any of their hire, rent or borrow. This does not include"employees", while moving property to or any auto you lease, hire, rent or borrowfrom an "auto".from any of your "employees", your partners (4)A partner (if you are a partnership), or a (if you are a partnership), members (if you member (if you are a limited liability are a limited liability company), Page 2 of 3 Form SS 04 38 09 09 Policy #57SBWBM4627 or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2."Non-owned auto " means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a."Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b.Customer’s "auto" that is in your care, custody or control for service. Form SS 04 38 09 09 Page 3 of 3 Policy #57SBWBM4627 EXTENDED OPTIONS 1. Employers’ Liability Insurance 4. Foreign Voluntary Compensation and Employers’ Liability ReimbursementItem 3.B. Information Pageof the is replaced by the following:A. How This Reimbursement Applies B. Employers’ Liability Insurance:This reimbursement provision applies to bodily injury by accident or bodily injury by disease.Part Two1. of the policy applies to work in Bodily injury includes resulting death.each state listed in Item 3.A. 1. The bodily injury must be sustained by an officer or employee.The Limits of Liability under Part Two are 2. The bodily injury must occur in the coursethe higher of: of employment necessary or incidental to work in a country not listed in ExclusionBodily Injury C.1. of this provision.$500,000 Each Accidentby Accident 3. Bodily injury by accident must occur during the policy period.Bodily Injury $500,000 Policy Limitby Disease 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee’s $500,000 Each Employee last exposure to those conditions of yourby Disease employment must occur during the policy period.OR B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page.you whether such amounts are: EXTENDED OPTIONSThis provision 1 of does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited.officers or employees were subject to any workers’ compensation law of the state ofIn this provision the limits are changed from hire of the individual employee.$500,000 $1,000,000to in California. 2. sums to which Part Two (Employers’2. Unintentional Failure to Disclose Hazards Liability Insurance) would apply if theIf you unintentionally should fail to disclose all Country of Employment were shown inexisting hazards at the inception date of your Item 3.A. of the Information Page.policy, we shall not deny coverage under this C. Exclusionspolicy because of such failure. This insurance does not cover:3. Waiver of Our Right To Recover From Others 1. any occurrences in the United States,A. We have the right to recover our payments Canada, and any country or jurisdictionfrom anyone liable for an injury covered by this which is the subject of trade or economicpolicy. We will not enforce our right against sanctions imposed by the laws orany person or organization for whom you regulations of the United States ofperform work under a written contract that America in effect as of the inception daterequires you to obtain this agreement from us. of this policy.This agreement shall not operate directly or 2. any obligation imposed by a workers’indirectly to benefit anyone not named in the compensation or occupational diseaseagreement. law, or similar law.B. This provision 3. does not apply in the states 3. bodily injury intentionally caused orof Pennsylvania and Utah. aggravated by you. FormWC990303B Page 4 of 6Printed in U.S.A. (Ed. 8/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Process Date:11/19/20 Page 1 of 6 Policy Expiration Date: 12/31/22 © 2000, The Hartford WORKERS’ COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Endorsement Number:Policy Number: 57 WEC AC1982 Effective Date: 12/31/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE 12150 TRIBUTARY POINT DR STE 140 GOLD RIVER CA 95670 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I PARTS ONE and TWO 01 We Will Also Pay PART - THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C. Exclusions D. Before We Pay E. Recovery From Others F. Employers’ Liability Insurance EMPLOYERS’ LIABILITY STOP GAP ENDORSEMENT 06 Employers’ Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B. Part One Does Not Apply C. Application of Coverage D. Additional Exclusions E. West Virginia EXTENDED OPTIONS 01 Employers’ Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A. How This Reimbursement Applies B. We Will Reimburse C. Exclusions D. Before We Pay E. Recovery From Others F. Reimbursement For Actual Loss Sustained G. Repatriation H. Endemic Disease 05 Longshore and Harbor Workers’ Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 2 of 6 SECTION I PARTS ONE and TWO 1.WE WILL ALSO PAY D.We Will Also Pay of Part One (WORKERS’ COMPENSATION INSURANCE); and E.We Will Also Pay of Part Two (EMPLOYERS’LIABILITY INSURANCE)is replaced by the following: We Will Also Pay We will also pay these costs,in addition to other amounts payable under this insurance, as part of any claim,proceeding,or suit we defend: 1.reasonable expenses incurred at our request,INCLUDING loss of earnings; 2.premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3.litigation costs taxed against you; 4.interest on a judgment as required by law until we offer the amount due under this law; and 5.expenses we incur. PART THREE 2.How This Insurance Applies Paragraph 4.of A.How This Insurance Applies of Part 3 (Other States Insurance)is replaced by the following: 4.If you have work on the effective date of this policy in any state not listed in Item 3.A.of the Information Page,coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3.Transfer Of Your Rights and Duties C.Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death,we will cover your legal representative as insured. 4.Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge,the broader coverage will apply to this policy.It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION ANDEMPLOYERS’ LIABILITY COVERAGE 5.Voluntary Compensation Insurance A.How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease.Bodily injury includes resulting death. 1.The bodily injury must be sustained by any officer or employee not subject to the workers’compensation law of any state shown in Item 3.A.of the Information Page. 2.The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A.of the Information Page. 3.The bodily injury must occur in the United States of America,its territories or possessions,or Canada,and may occur elsewhere if the employee is a United States or Canadian citizen,or otherwise legal resident,and legally employed,in the United States or Canada and temporarily away from those places. 4.Bodily injury by accident must occur during the policy period. 5.Bodily injury by disease must be caused or aggravated by the conditions of the Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 3 of 6 officer’s or employee’s employment.The officer’s or employee’s last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B.We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers’ compensation law of any state shown in Item 3.A.of the Information Page.We will pay those amounts to the persons who would be entitled to them under the law. C.Exclusion This insurance does not cover: 1.any obligation imposed by workers’ compensation or occupational disease law or any similar law. 2.bodily injury intentionally caused or aggravated by you. 3.officers or employees who have elected not to be subject to the state workers’ compensation law. 4.partners or sole proprietors not covered under the Standard Sole Proprietors, Partners,Officers and Others Coverage Endorsement. D.Before We Pay Before we pay benefits to the persons entitled to them, they must: 1.Release you and us,in writing,of all responsibility for the injury or death. 2.Transfer to us their right to recover from others who may be responsible for the injury or death. 3.Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things,our duty to pay ends at once.If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E.Recovery From Others If we make a recovery from others,we will keep an amount equal to our expenses of recovery and the benefits we paid.We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others,they must reimburse us for the benefits we paid them. F.Employers’ Liability Insurance Part Two (Employers’Liability Insurance)applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5.does not apply in New Jersey or Wisconsin. EMPLOYERS’ LIABILITY STOP GAP COVERAGE 6.Employers’ Liability Stop Gap Coverage A.This coverage only applies in Montana,North Dakota,Ohio,Washington,West Virginia and Wyoming. B.Part One (Workers’Compensation Insurance) does not apply to work in states shown in Paragraph A above. C.Part Two (Employers’Liability Insurance)applies in the states,shown in Paragraph A.,as though they were shown in Item 3.A.of the Information Page. D.Part Two,Section C.Exclusions is changed by adding these exclusions. This insurance does not cover; 5.bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur.However,the cost of defending such claims or suits in Ohio is covered. 13.bodily injury sustained by any member of the flying crew of any aircraft. 14.any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers’compensation law or laws of a state shown in Paragraph A. E.This insurance applies to damages for which you are liable under West Virginia Code Annot.S 23- 4-2. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 4 of 6 EXTENDED OPTIONS 1.Employers’ Liability Insurance Item 3.B.of the Information Page is replaced by the following: B.Employers’ Liability Insurance: 1.Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2.The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2.Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy,we shall not deny coverage under this policy because of such failure. 3.Waiver of Our Right To Recover From Others A.We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B.This provision 3.does not apply in the states of Pennsylvania and Utah. 4.Foreign Voluntary Compensation and Employers’ Liability Reimbursement A.How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1.The bodily injury must be sustained by an officer or employee. 2.The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1.of this provision. 3.Bodily injury by accident must occur during the policy period. 4.Bodily injury by disease must be caused or aggravated by the conditions of your employment.The officer or employee’s last exposure to those conditions of your employment must occur during the policy period. B.We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1.voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers’compensation law of the state of hire of the individual employee. 2.sums to which Part Two (Employers’Liability Insurance)would apply if the Country of Employment were shown in Item 3.A.of the Information Page. C.Exclusions This insurance does not cover: 1.any occurrences in the United States, Canada,and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2.any obligation imposed by a workers’ compensation or occupational disease law, or similar law. 3.bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 5 of 6 4.liability for any consequence,whether direct or indirect,of war,invasion,act of Foreign enemy,hostilities (whether war be declared or not),civil war,rebellion, revolution,insurrection or military or usurped power.No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D.Before We Pay Before we reimburse you for the benefits to the persons entitled to them,you must have them: 1.release you and us,in writing,of all responsibility for the injury or death, 2.transfer to us their right to recover from others who may be responsible for their injury or death, 3.cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things,our duty to reimburse ends at once.If they claim damages from us for the injury or death,our duty to reimburse ends at once. E.Recovery From Others If we make a recovery from others,we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it.If persons entitled to the benefits make a recovery from others,they must repay us for the amounts that we have reimbursed you. F.Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain.In order for you to recover loss or expenses under this reimbursement you must: 1.actually sustain and pay the loss or expense in money after trial, or 2.secure our consent for the payment of the loss or expense. G.Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1.to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2.in the event of death,to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H.Endemic Disease The word “disease”includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers’ compensation law. 5.Longshore and Harbor Workers’Compensation Act Coverage General Section C.Workers’Compensation Law is replaced by the following: C.Workers’ Compensation Law Workers’Compensation Law means the workers or workers’compensation law and occupational disease law of each state or territory named in Item 3.A.of the Information Page and the Longshore and Harbor Workers’Compensation Act (33 USC Sections 901-950).It includes any amendments to those laws that are in effect during the policy period.It does not include any other federal workers or workers’compensation law,other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers’Liability Insurance),C. Exclusions,exclusion 8,does not apply to work subject to the Longshore and Harbor Workers’ Compensation Act. This coverage does not apply to work subject to the Defense Base Act,the Outer Continental Shelf Lands Act,or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 6 of 6 SECTION III 1.SCHEDULE OF COVERED STATES A.This endorsement only applies in the states listed in this Schedule of Covered States. B.If a state,shown in Item 3.A.of the Information Page,approves this endorsement after the effective date of this policy,this endorsement will apply to this policy.The coverage will apply in the new state on the effective date of the state approval C.Schedule of Covered States: CA Countersigned by Authorized Representative Landscape Architecture Services for Design of a Community Garden at Wilson Park 1 of 11 Design Professional Agr (Single) / October 2021 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Callander Associates Landscape Architecture, Inc (“Consultant”), a Corporation for Landscape Architecture Services for Design of a Community Garden at Wilson Park (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2022, unless terminated earlier as provided herein (“Contract Time”). 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. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate Landscape Architecture Services for Design of a Community Garden at Wilson Park 2 of 11 Design Professional Agr (Single) / October 2021 opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $43,043.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $43,043.00 (“Lump Sum Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City’s reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $0.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. Landscape Architecture Services for Design of a Community Garden at Wilson Park 3 of 11 Design Professional Agr (Single) / October 2021 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the S an Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant 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. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’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 Consultant. 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 Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City Landscape Architecture Services for Design of a Community Garden at Wilson Park 4 of 11 Design Professional Agr (Single) / October 2021 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. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time, Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), 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 a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar Landscape Architecture Services for Design of a Community Garden at Wilson Park 5 of 11 Design Professional Agr (Single) / October 2021 items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment. 8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement. 8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY / SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) 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 Agreement, 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 or active Landscape Architecture Services for Design of a Community Garden at Wilson Park 6 of 11 Design Professional Agr (Single) / October 2021 negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation. c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. Landscape Architecture Services for Design of a Community Garden at Wilson Park 7 of 11 Design Professional Agr (Single) / October 2021 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City. 11.4 Consultant 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 Consultant 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. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Landscape Architecture Services for Design of a Community Garden at Wilson Park 8 of 11 Design Professional Agr (Single) / October 2021 Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Lisa Cameli, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Marie Mai, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City. Landscape Architecture Services for Design of a Community Garden at Wilson Park 9 of 11 Design Professional Agr (Single) / October 2021 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City 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. This Section 18 survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this 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. Landscape Architecture Services for Design of a Community Garden at Wilson Park 10 of 11 Design Professional Agr (Single) / October 2021 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 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. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery 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:Lisa Cameli Email: LisaC@cupertino.org To Consultant: Callander Associates Landscape Architecture, Inc 12150 Tributary Point Drive, Suite 140, Gold River, CA 95670 Attention: Marie Mai Email: mmai@callanderassociates.com 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Landscape Architecture Services for Design of a Community Garden at Wilson Park 11 of 11 Design Professional Agr (Single) / October 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO CALLANDER ASSOCIATES LANDSCAPE A Municipal Corporation ARCHITECTURE, INC By Name Title Date By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Principal Nov 2, 2021 Marie Mai Christopher D. Jensen Susan Michael Nov 2, 2021 Capital Improvements Program Manager Susan Michael Nov 2, 2021 www.callanderassociates.com BURLINGAME GOLD RIVER SAN JOSE 1633 Bayshore Highway, Suite 133 12150 Tributary Point Drive, Suite 140 2025 Gateway Place, Suite 285 Burlingame, CA 94010 Gold River, CA 95670 San Jose, CA 95110 650.375.1313 916.985.4366 408.275.0565 Recreate Educate Live+Work Connect Sustain October 14, 2021 lisac@cupertino.org TO: Ms. Lisa Cameli, Project Manager City of Cupertino, Public Works 10300 Torre Avenue Cupertino, CA 95014 (408) 777-1380 RE: WILSON PARK COMMUNITY GARDEN/landscape architectural services Dear Lisa, We understand that the City of Cupertino would like to provide a community garden at Wilson Park. The location of the community garden has been identified by the City per the attached ‘Project Limit Diagram’ dated October 7, 2021. The community garden will use McClellan Ranch Community Gardens as a precedent for design, but incorporate refinements including use of more economical materials and smaller plot sizes to maximize the number of potential users and manage construction budget. The Building Department is anticipated to require that path of travel improvements identified in the 2015 ADA Transition Plan equal to approximately 20% of the construction cost of the community gardens be incorporated into project plans. The shortest and most accessible path between the proposed garden and public sidewalk for each site are shown in the Limit Diagrams. In addition, the City would like for an on-street ADA parking stall with parallel access aisle, signage, and curb ramp to be located on Wintergreen Drive. Sandis will provide civil engineering design for the off-site improvements. Under contract to the City, CALA shall prepare plans and specifications of the proposed improvements, which include completion of the following tasks in chronological order. The items shown in bold-face italics are documents that we would prepare as part of our tasks. Documents shall be provided in electronic pdf format unless otherwise noted. AutoCAD files in dwg format shall also be provided for construction document plans. 1.0 PRELIMINARY DESIGN 1.01 Kick-off/Staff Meeting #1: Review scope, schedule and cost for design and construction services with City staff. Review process and identify available and required documents. Submit written meeting summary. 1.02 Background Document Review: Obtain and review background documents, including the ADA Transition Plan, topographic survey, as-built drawings showing underground utilities and irrigation layout, and other information provided by the City. Exhibit A, B, C City of Cupertino RE: WILSON PARK COMMUNITY GARDEN/landscape architectural services October 14, 2021 Page 2 of 4 PJ484_SCO.doc © copyrighted 2021 Callander Associates Landscape Architecture, Inc. 1.03 Conceptual Alternative Sketches: Develop two (2) draft conceptual sketches for the community garden to show layout options. Plans will be hand drawn in black and white for City review. 1.04 Staff Meeting #2: Review draft conceptual sketches with City staff in a single video conference call. Identify the preferred improvements within the conceptual alternatives and discuss refinements to be incorporated into a preferred plan. Prepare a written meeting summary. 1.05 Preferred Plan: Based on staff input, develop a single garden plan at 1”=20’ scale and color render for community presentation purposes. 1.06 Preliminary Cost Estimate: Prepare a preliminary estimate of probable construction costs and provide electronic copy with the preferred plan submittal. 1.07 Community Meeting: Attend a public meeting and assist City staff in presenting the proposed community garden plan and soliciting input from the community. The meeting will reiterate input received during the outreach process for the Citywide Parks and Recreation Master Plan that indicated the community’s support for a community garden. The meeting will also provide the community with an opportunity to provide limited input on the details of the garden design. Prepare a written meeting summary. 1.08 Building Department Review Call: Review the garden plan with the building department on a single call to obtain input on project ADA and parking requirements. Refinements to the layout to incorporate Building Department and community input will be made as part of the construction document phase. Prepare a written call summary. 2.0 CONSTRUCTION DOCUMENTS 2.01 Irrigation Site Investigation: Walk the site with park staff that has knowledge regarding the existing irrigation operations. Using as-built drawings, identify irrigation modifications required to accommodate the community garden. 2.02 Construction Documents – 75% Submittal: Prepare construction documents to a 75% level of completion. Plans shall be prepared at 1”=20’ scale on 24x36-inch sheet size. Submit to Building Department for comment and approval. Package to include: Cover sheet (1 sheet) BMPs (1 sheet) Erosion control and demolition plan (1 sheet) Grading and drainage plan (1 sheet) Site construction plan (1 sheet) Irrigation modifications plan (1 sheet) Off-site plan (1 to 2 sheets) for ADA stall Construction details (2 to 4 sheets) Technical specifications City of Cupertino RE: WILSON PARK COMMUNITY GARDEN/landscape architectural services October 14, 2021 Page 3 of 4 PJ484_SCO.doc © copyrighted 2021 Callander Associates Landscape Architecture, Inc. Note: Due to the nature and extent of the proposed improvements, preparation of a water ordinance landscape documentation plan, planting plan, stormwater/c.3 management plan, and SWPPP are not anticipated to apply to the project and therefore are excluded. CEQA clearance is assumed to be addressed by the City. 2.03 Cost Estimate – 75%: Update the estimate of probable construction costs and provide electronic copy of updated construction cost estimate. 2.04 Staff Meeting #3: Review the 75% submittal, cost estimate, and Building comments in a single work session with City staff. Prepare a written meeting summary. 2.05 Bid Submittal (Building Permit Approval): Based on comments received on the 75% submittal, develop construction documents to a bid submittal level of completion. City shall be responsible for the preparation of the ‘front end’ of the Project Manual. Provide the bid submittal, including stamped and signed plans and specifications, for building permit approval and bidding. 3.0 BIDDING AND CONSTRUCTION SUPPORT 3.01 Bidding and Construction Support: During the bidding and construction period we would like to provide you with supplemental services to assist your project construction administrator. These services would be provided on an hourly basis as requested. Services could include: responses to bidder inquires, submittal reviews, responses to contractor Requests for Information, and attendance at the substantial completion walk-thru. 4.0 NOT USED 5.0 ADDITIONAL SERVICES 5.01 All tasks not specifically noted above could be performed as additional services. These tasks would include, but not be limited to, all revisions or additional submittals required by the City or any other agency’s review, other meetings, additional design studies, meeting notifications, geotechnical pavement recommendations, traffic engineering, topographic surveying, planting design, irrigation design for individual garden plots, commission or council presentation materials, arborist services, CEQA clearance assistance, SWPPP, stormwater design, or other tasks not specifically noted in the foregoing. These services would be billed hourly or on a lump sum fee basis to be documented in a written amendment to this agreement. 6.0 REIMBURSABLE EXPENSES 6.01 In addition to billing for the above services, we would bill for all printing and reproduction, delivery, the communication and insurance surcharge, and other reimbursable expenses as noted in the attached Standard Schedule of City of Cupertino RE: WILSON PARK COMMUNITY GARDEN/landscape architectural services October 14, 2021 Page 4 of 4 PJ484_SCO.doc © copyrighted 2021 Callander Associates Landscape Architecture, Inc. Compensation. You should establish a tentative budget for these expenses (see 7.0 Compensation Summary below). These costs will be itemized on our invoice and compared monthly with the total allowances to assist you in monitoring these costs. 7.0 COMPENSATION SUMMARY 1.0 Preliminary Design, CALA (lump sum) ............................................................... $9,897 Sandis (lump sum) ................................................................................................. $1,650 2.0 Construction Documents, CALA (lump sum) ................................................... $14,550 Sandis (lump sum) ................................................................................................. $9,350 3.0 Bidding and Construction Support, CALA (hourly, with an allowance of) ............ $3,536 Sandis (hourly, with an allowance of)) ....................................................................... $2,750 6.0 Reimbursable Expenses (allowance) .................................................................. $1,310 Total Estimated Compensation ................................................................................ $43,043 If you have any further thoughts or questions, please call. Should this proposal be acceptable to you, please provide a copy of the City’s service order. Sincerely, 10/14/21 Marie Mai, Principal Callander Associates Landscape Architecture, Inc. Attachments: Standard Schedule of Compensation dated 2021 San Jose (Cupertino) Project Limits Diagram, 10/7/21 Notice: Landscape architects are licensed by the State of California. Terms and conditions are subject to change after ninety days. www.callanderassociates.com BURLINGAME GOLD RIVER SAN JOSE 1633 Bayshore Highway, Suite 133 12150 Tributary Point Drive, Suite 140 2025 Gateway Place, Suite 285 Burlingame, CA 94010 Gold River, CA 95670 San Jose, CA 95113 T 650.375.1313 T 916.985.4366 T 408.275.0565 Recreate Educate Live+Work Connect Sustain Standard Schedule of Compensation 2021 (Cupertino) General The following list of fees and reimbursable expense items shall be used in the provision of services described in the agreement. These amounts shall be adjusted in January, upon issuance of an updated Standard Schedule of Compensation: Hourly Rates Reimbursable Expenses Rates Expenses cost + 10% printing and reproductions, postage and delivery, mileage, travel expenses (hotel / food), testing and outside services, and other project related expenses Subconsultant Administration cost + 10% Communications and Insurance Surcharge 2.5% of total fees Payments Payments are due within ten days after monthly billing. Callander Associates reserves the right to suspend services for non-payment if payment is not received within a period of 60 days after invoice date. Additionally invoices 60 days past due are subject to a 1.5% per month interest charge. Retainer amounts, if indicated, are due upon signing the agreement and shall be applied to the final invoice for the project. Principal $217 /hour Senior Associate $198 /hour Associate $188 /hour Construction Manager $166 /hour Senior Project Manager $170 /hour Project Manager 1 $163 /hour Project Manager 2 $154 /hour Job Captain $143 /hour Designer 1 $134 /hour Designer 2 $122 /hour Assistance Designer $109 /hour Accounting $165 /hour Senior Project Administrator $125 /hour Project Administrator $112 /hour PROJECT LIMIT DIAGRAMS Cupertino Community Gardens October 7, 2021 Page 1 of 1 Wilson Park – garden limits Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 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 CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 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 10/18/2021 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Doris A.Chambers 510-465-3090 Doris.Chambers@AssuredPartners.com License#:6003745 Sentinel Insurance Company 11000 CALLAASSO1 Trumbull Insurance Company 27120CallanderAssociates Landscape Architecture,Inc. 12150 Tributary Point Drive,Suite 140; Gold River CA 95670-4259 NAVIGATORS INSURANCE COMPANY 42307 1089321901 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y 57SBWBM4627 12/31/2020 12/31/2021 4,000,000 A 1,000,000 X X Y Y 57SBWBM4627 12/31/2020 12/31/2021 A X X 1,000,000Y57SBWBM462712/31/2020Y 12/31/2021 2,000,000 B X N Y 57WECAC1982 12/31/2020 12/31/2021 1,000,000 1,000,000 1,000,000 C Professional Liability Y CM20DPLZ06S5EIV 12/31/2020 12/31/2021 $2,000,000 $4,000,000 per Claim Annl Aggr. The Excess-Umbrella Liability coverage is Following Form to the Commercial General Liability,Automobile Liability and Employers’Liability policies. REF:Project Name:Community Gardens Project.GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED:The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers.General Liability is Primary/Non-Contributory per policy form wording.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers Compensation.Professional Liability Retro Date:11/1/1973.Notice of Cancellation:It is understood and agreed that in the event of cancellation of the policy for any reason other than nonpayment of premium,30 days written notice will be sent to the certificate holder by mail.In the event the policy is cancelled for non payment of premium,10 days written notice will be sent to the above. 30 Days Notice of Cancellation. City of Cupertino 1300 Torre Avenue Cupertino CA 95014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A.It is agreed that paragraph (2)of subsections 6.d. and 6.f.of Section C. - WHO IS AN INSURED is replaced by the following: (2)The insurance afforded by paragraph (1)above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. 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 contract or agreement to provide for such additional insured. B.It is agreed that the following paragraphs are added to the end of subsections 1.and 8.of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES;and it is agreed the following paragraphs replace section b.of subsection 9.of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES.These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. 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 contract or agreement to provide for such additional insured. Policy #57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, 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; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a.through f.below are additional insureds when you have agreed, in a written Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.– Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"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; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)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; (e)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; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)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 (h)"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: (i)The exceptions contained in Subparagraphs (d)or (f); or (ii)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. (2)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. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b)"Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products- completed operations hazard", but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.– Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a.Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner, if you or an additional insured is a partnership; (3)Any manager, if you or an additional insured is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5)Any trustee, if you or an additional insured is a trust; or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3. Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you 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; (4) Aircraft, Auto Or Watercraft 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 A.– Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. Policy # 57SBWBM4627 57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, 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. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Policy # 57SBWBM4627 57SBWBM4627 ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage is subject to all provisions in the moved from the place where they are BUSINESS LIABILITY COVERAGE FORM not accepted by the "insured" for movement into expressly modified herein:or onto the covered "auto"; or c.After the "pollutants" or any property in which the "pollutants" are contained areA. Amended Coverage: moved from the covered "auto" to the placeCoverage is extended to "bodily injury" and where they are finally delivered, disposed of"property damage" arising out of the use of a "hired or abandoned by the "insured".auto" and "non-owned auto". a.Paragraph above does not apply to fuels,B. Paragraph B. EXCLUSIONS is amended as lubricants, fluids, exhaust gases or otherfollows:similar "pollutants" that are needed for or 1.Exclusion g. Aircraft, Auto or Watercraft does result from the normal electrical, hydraulic not apply to a "hired auto" or a "non-owned or mechanical functioning of the covered auto"."auto" or its parts, if: 2.Exclusion e. Employers Liability does not (1)The "pollutants" escape, seep, migrate, apply to "bodily injury" to domestic "employees"or are discharged or released directly not entitled to workers’ compensation benefits from an "auto" part designed by its or to liability assumed by the "insured" under an manufacturer to hold, store, receive,or "insured contract".dispose of such "pollutants"; and 3.f. PollutionExclusion is replaced by the (2) The "bodily injury" and "property following:damage" does not arise out of the operation of any equipment listed in"Bodily injury" or "property damage" arising out paragraphs 15.b.and 15.c.of theof the actual, alleged or threatened discharge, definition of "mobile equipment".dispersal, seepage, migration, release or escape of "pollutants":Paragraphs b.and c.above do not apply to "accidents" that occur away from premisesa.That are, or that are contained in any owned by or rented to an "insured" with property that is: respect to "pollutants" not in or upon a (1)Being transported or towed by, handled,covered "auto" if:or handled for movement into, onto or (1)The "pollutants" or any property infrom, the covered "auto"; which the "pollutants" are contained are(2)Otherwise in the course of transit by or upset, overturned or damaged as aon behalf of the "insured"; or result of the maintenance or use of a (3)Being stored, disposed of, treated or covered "auto"; and processed in or upon the covered "auto". b.Before the "pollutants" or any property in which the "pollutants" are contained are Form SS 04 38 09 09 Page 1 of 3 © 2009, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission) Policy #57SBWBM4627 (2)The discharge, dispersal, seepage,company) for an "auto" owned by him or her migration, release or escape of the or a member of his or her household. "pollutants" is caused directly by such d.Anyone liable for the conduct of an "insured" upset, overturn or damage as a result of described above but only to the extent of that the maintenance or use of a covered liability. "auto".D.With respect to the operation of a "hired auto"and 4.With respect to this coverage, the following "non-owned auto", the following additional additional exclusions apply:conditions apply: a. Fellow employee 1. OTHER INSURANCE Coverage does not apply to "bodily injury"to a.Except for any liability assumed under an any fellow "employee" of the "insured""insured contract" the insurance provided by arising out of the operation of an "auto"this Coverage Form is excess over any owned by the "insured" in the course of the other collectible insurance. fellow "employee’s" employment.However, if your business is the selling, b. Care, custody or control servicing, repairing, parking or storage of Coverage does not apply to "property "autos", the insurance provided by this damage" involving property owned or endorsement is primary when covered transported by the "insured" or in the "bodily injury" or "property damage" arises "insured’s" care, custody or control.out of the operation of a customer’s "auto" by you or your "employee".C.With respect to "hired auto" and "non-owned auto" coverage, Paragraph C. WHO IS AN INSURED is b.When this Coverage Form and any other deleted and replaced by the following:Coverage Form or policy covers on the same basis, either excess or primary, weThe following are "insureds": will pay only our share. Our share is thea.You.proportion that the Limit of Insurance of our b.Your "employee" while using with your Coverage Form bears to the total of the permission:limits of all the Coverage Forms and policies covering on the same basis.(1)An "auto" you hire or borrow; or 2. TWO OR MORE COVERAGE FORMS OR(2)An "auto" you don’t own, hire or borrow in POLICIES ISSUED BY USyour business or personal affairs; or If the Coverage Form and any other Coverage(3)An "auto" hired or rented by your Form or policy issued to you by us or any"employee" on your behalf and at your company affiliated with us apply to the samedirection. "accident", the aggregate maximum Limit ofc.Anyone else while using a "hired auto" or "non-Insurance under all the Coverage Forms orowned auto" with your permission except:policies shall not exceed the highest applicable (1)The owner or anyone else from whom you Limit of Insurance under any one Coverage hire or borrow an "auto".Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an(2)Someone using an auto while he or she is affiliated company specifically to apply asworking in a business of selling, servicing, excess insurance over this Coverage Form.repairing, parking or storing "autos" unless that business is yours.E.The following definitions are added: (3)Anyone other than your "employees",G. LIABILITY AND MEDICAL EXPENSES partners (if you are a partnership), members DEFINITIONS: (if you are a limited liability company), or a 1."Hired auto" means any "auto" you lease,lessee or borrower or any of their hire, rent or borrow. This does not include"employees", while moving property to or any auto you lease, hire, rent or borrowfrom an "auto".from any of your "employees", your partners (4)A partner (if you are a partnership), or a (if you are a partnership), members (if you member (if you are a limited liability are a limited liability company), Page 2 of 3 Form SS 04 38 09 09 Policy #57SBWBM4627 or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2."Non-owned auto " means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a."Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b.Customer’s "auto" that is in your care, custody or control for service. Form SS 04 38 09 09 Page 3 of 3 Policy #57SBWBM4627 EXTENDED OPTIONS 1. Employers’ Liability Insurance 4. Foreign Voluntary Compensation and Employers’ Liability ReimbursementItem 3.B. Information Pageof the is replaced by the following:A. How This Reimbursement Applies B. Employers’ Liability Insurance:This reimbursement provision applies to bodily injury by accident or bodily injury by disease.Part Two1. of the policy applies to work in Bodily injury includes resulting death.each state listed in Item 3.A. 1. The bodily injury must be sustained by an officer or employee.The Limits of Liability under Part Two are 2. The bodily injury must occur in the coursethe higher of: of employment necessary or incidental to work in a country not listed in ExclusionBodily Injury C.1. of this provision.$500,000 Each Accidentby Accident 3. Bodily injury by accident must occur during the policy period.Bodily Injury $500,000 Policy Limitby Disease 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee’s $500,000 Each Employee last exposure to those conditions of yourby Disease employment must occur during the policy period.OR B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page.you whether such amounts are: EXTENDED OPTIONSThis provision 1 of does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited.officers or employees were subject to any workers’ compensation law of the state ofIn this provision the limits are changed from hire of the individual employee.$500,000 $1,000,000to in California. 2. sums to which Part Two (Employers’2. Unintentional Failure to Disclose Hazards Liability Insurance) would apply if theIf you unintentionally should fail to disclose all Country of Employment were shown inexisting hazards at the inception date of your Item 3.A. of the Information Page.policy, we shall not deny coverage under this C. Exclusionspolicy because of such failure. This insurance does not cover:3. Waiver of Our Right To Recover From Others 1. any occurrences in the United States,A. We have the right to recover our payments Canada, and any country or jurisdictionfrom anyone liable for an injury covered by this which is the subject of trade or economicpolicy. We will not enforce our right against sanctions imposed by the laws orany person or organization for whom you regulations of the United States ofperform work under a written contract that America in effect as of the inception daterequires you to obtain this agreement from us. of this policy.This agreement shall not operate directly or 2. any obligation imposed by a workers’indirectly to benefit anyone not named in the compensation or occupational diseaseagreement. law, or similar law.B. This provision 3. does not apply in the states 3. bodily injury intentionally caused orof Pennsylvania and Utah. aggravated by you. FormWC990303B Page 4 of 6Printed in U.S.A. (Ed. 8/00) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 1 of 6 Process Date:11/19/20 Policy Expiration Date:12/31/21 © 2000, The Hartford WORKERS’ COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number:57 WEC AC1982 Endorsement Number: Effective Date:12/31/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE 12150 TRIBUTARY POINT DR STE 140 GOLD RIVER CA 95670 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I PARTS ONE and TWO 01 We Will Also Pay PART - THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A.How This Insurance Applies B.We Will Pay C.Exclusions D.Before We Pay E.Recovery From Others F.Employers’ Liability Insurance EMPLOYERS’ LIABILITY STOP GAP ENDORSEMENT 06 Employers’ Liability Stop Gap Coverage A.Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B.Part One Does Not Apply C.Application of Coverage D.Additional Exclusions E.West Virginia EXTENDED OPTIONS 01 Employers’ Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A.How This Reimbursement Applies B.We Will Reimburse C.Exclusions D.Before We Pay E.Recovery From Others F.Reimbursement For Actual Loss Sustained G.Repatriation H.Endemic Disease 05 Longshore and Harbor Workers’ Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 2 of 6 SECTION I PARTS ONE and TWO 1.WE WILL ALSO PAY D.We Will Also Pay of Part One (WORKERS’ COMPENSATION INSURANCE); and E.We Will Also Pay of Part Two (EMPLOYERS’LIABILITY INSURANCE)is replaced by the following: We Will Also Pay We will also pay these costs,in addition to other amounts payable under this insurance, as part of any claim,proceeding,or suit we defend: 1.reasonable expenses incurred at our request,INCLUDING loss of earnings; 2.premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3.litigation costs taxed against you; 4.interest on a judgment as required by law until we offer the amount due under this law; and 5.expenses we incur. PART THREE 2.How This Insurance Applies Paragraph 4.of A.How This Insurance Applies of Part 3 (Other States Insurance)is replaced by the following: 4.If you have work on the effective date of this policy in any state not listed in Item 3.A.of the Information Page,coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3.Transfer Of Your Rights and Duties C.Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death,we will cover your legal representative as insured. 4.Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge,the broader coverage will apply to this policy.It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION ANDEMPLOYERS’ LIABILITY COVERAGE 5.Voluntary Compensation Insurance A.How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease.Bodily injury includes resulting death. 1.The bodily injury must be sustained by any officer or employee not subject to the workers’compensation law of any state shown in Item 3.A.of the Information Page. 2.The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A.of the Information Page. 3.The bodily injury must occur in the United States of America,its territories or possessions,or Canada,and may occur elsewhere if the employee is a United States or Canadian citizen,or otherwise legal resident,and legally employed,in the United States or Canada and temporarily away from those places. 4.Bodily injury by accident must occur during the policy period. 5.Bodily injury by disease must be caused or aggravated by the conditions of the Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 3 of 6 officer’s or employee’s employment.The officer’s or employee’s last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B.We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers’ compensation law of any state shown in Item 3.A.of the Information Page.We will pay those amounts to the persons who would be entitled to them under the law. C.Exclusion This insurance does not cover: 1.any obligation imposed by workers’ compensation or occupational disease law or any similar law. 2.bodily injury intentionally caused or aggravated by you. 3.officers or employees who have elected not to be subject to the state workers’ compensation law. 4.partners or sole proprietors not covered under the Standard Sole Proprietors, Partners,Officers and Others Coverage Endorsement. D.Before We Pay Before we pay benefits to the persons entitled to them, they must: 1.Release you and us,in writing,of all responsibility for the injury or death. 2.Transfer to us their right to recover from others who may be responsible for the injury or death. 3.Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things,our duty to pay ends at once.If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E.Recovery From Others If we make a recovery from others,we will keep an amount equal to our expenses of recovery and the benefits we paid.We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others,they must reimburse us for the benefits we paid them. F.Employers’ Liability Insurance Part Two (Employers’Liability Insurance)applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5.does not apply in New Jersey or Wisconsin. EMPLOYERS’ LIABILITY STOP GAP COVERAGE 6.Employers’ Liability Stop Gap Coverage A.This coverage only applies in Montana,North Dakota,Ohio,Washington,West Virginia and Wyoming. B.Part One (Workers’Compensation Insurance) does not apply to work in states shown in Paragraph A above. C.Part Two (Employers’Liability Insurance)applies in the states,shown in Paragraph A.,as though they were shown in Item 3.A.of the Information Page. D.Part Two,Section C.Exclusions is changed by adding these exclusions. This insurance does not cover; 5.bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur.However,the cost of defending such claims or suits in Ohio is covered. 13.bodily injury sustained by any member of the flying crew of any aircraft. 14.any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers’compensation law or laws of a state shown in Paragraph A. E.This insurance applies to damages for which you are liable under West Virginia Code Annot.S 23- 4-2. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 4 of 6 EXTENDED OPTIONS 1.Employers’ Liability Insurance Item 3.B.of the Information Page is replaced by the following: B.Employers’ Liability Insurance: 1.Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2.The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2.Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy,we shall not deny coverage under this policy because of such failure. 3.Waiver of Our Right To Recover From Others A.We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B.This provision 3.does not apply in the states of Pennsylvania and Utah. 4.Foreign Voluntary Compensation and Employers’ Liability Reimbursement A.How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1.The bodily injury must be sustained by an officer or employee. 2.The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1.of this provision. 3.Bodily injury by accident must occur during the policy period. 4.Bodily injury by disease must be caused or aggravated by the conditions of your employment.The officer or employee’s last exposure to those conditions of your employment must occur during the policy period. B.We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1.voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers’compensation law of the state of hire of the individual employee. 2.sums to which Part Two (Employers’Liability Insurance)would apply if the Country of Employment were shown in Item 3.A.of the Information Page. C.Exclusions This insurance does not cover: 1.any occurrences in the United States, Canada,and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2.any obligation imposed by a workers’ compensation or occupational disease law, or similar law. 3.bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 5 of 6 4.liability for any consequence,whether direct or indirect,of war,invasion,act of Foreign enemy,hostilities (whether war be declared or not),civil war,rebellion, revolution,insurrection or military or usurped power.No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D.Before We Pay Before we reimburse you for the benefits to the persons entitled to them,you must have them: 1.release you and us,in writing,of all responsibility for the injury or death, 2.transfer to us their right to recover from others who may be responsible for their injury or death, 3.cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things,our duty to reimburse ends at once.If they claim damages from us for the injury or death,our duty to reimburse ends at once. E.Recovery From Others If we make a recovery from others,we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it.If persons entitled to the benefits make a recovery from others,they must repay us for the amounts that we have reimbursed you. F.Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain.In order for you to recover loss or expenses under this reimbursement you must: 1.actually sustain and pay the loss or expense in money after trial, or 2.secure our consent for the payment of the loss or expense. G.Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1.to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2.in the event of death,to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H.Endemic Disease The word “disease”includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers’ compensation law. 5.Longshore and Harbor Workers’Compensation Act Coverage General Section C.Workers’Compensation Law is replaced by the following: C.Workers’ Compensation Law Workers’Compensation Law means the workers or workers’compensation law and occupational disease law of each state or territory named in Item 3.A.of the Information Page and the Longshore and Harbor Workers’Compensation Act (33 USC Sections 901-950).It includes any amendments to those laws that are in effect during the policy period.It does not include any other federal workers or workers’compensation law,other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers’Liability Insurance),C. Exclusions,exclusion 8,does not apply to work subject to the Longshore and Harbor Workers’ Compensation Act. This coverage does not apply to work subject to the Defense Base Act,the Outer Continental Shelf Lands Act,or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 6 of 6 SECTION III 1.SCHEDULE OF COVERED STATES A.This endorsement only applies in the states listed in this Schedule of Covered States. B.If a state,shown in Item 3.A.of the Information Page,approves this endorsement after the effective date of this policy,this endorsement will apply to this policy.The coverage will apply in the new state on the effective date of the state approval C.Schedule of Covered States: CA Countersigned by Authorized Representative Cala Amendment 2 for Landscape Architecture Services for Design of a Community Garden at Wilson Park Final Audit Report 2022-11-09 Created:2022-11-09 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAu3fHd5gIISZ-Hw_Fdf2t81XWnLrPmlSG "Cala Amendment 2 for Landscape Architecture Services for De sign of a Community Garden at Wilson Park" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-11-09 - 1:58:29 AM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2022-11-09 - 2:01:04 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2022-11-09 - 2:15:40 AM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-11-09 - 2:15:42 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-11-09 - 4:35:25 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to mmai@callanderassociates.com for signature 2022-11-09 - 4:35:27 PM GMT Email viewed by mmai@callanderassociates.com 2022-11-09 - 5:00:48 PM GMT- IP address: 66.249.84.234 Signer mmai@callanderassociates.com entered name at signing as Marie Mai 2022-11-09 - 7:49:29 PM GMT- IP address: 50.242.98.57 Document e-signed by Marie Mai (mmai@callanderassociates.com) Signature Date: 2022-11-09 - 7:49:31 PM GMT - Time Source: server- IP address: 50.242.98.57 Document emailed to christopherj@cupertino.org for signature 2022-11-09 - 7:49:33 PM GMT Email viewed by christopherj@cupertino.org 2022-11-09 - 8:11:25 PM GMT- IP address: 104.28.123.106 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-11-09 - 8:12:09 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-11-09 - 8:12:11 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Susan Michael AIA (susanm@cupertino.org) for signature 2022-11-09 - 8:12:13 PM GMT Email viewed by Susan Michael AIA (susanm@cupertino.org) 2022-11-09 - 8:30:10 PM GMT- IP address: 104.47.73.126 Document e-signed by Susan Michael AIA (susanm@cupertino.org) Signature Date: 2022-11-09 - 8:30:26 PM GMT - Time Source: server- IP address: 76.103.131.113 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-11-09 - 8:30:28 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-11-09 - 8:59:23 PM GMT- IP address: 104.28.123.99 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-11-09 - 8:59:38 PM GMT - Time Source: server- IP address: 104.28.116.161 Agreement completed. 2022-11-09 - 8:59:38 PM GMT