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HomeMy WebLinkAbout23-096 Callander Associates Landscape Architecture, Inc_Amendment #1 dated 7-28-26 for Various City Projects1 FIRST AMENDMENT TO AGREEMENT 771 BETWEEN THE CITY OF CUPERTINO AND CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC FOR LANDSCAPE ARCHITECTURE SERVICES FOR VARIOUS CITY PROJECTS This First Amendment to Agreement 771 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 August 29, 2023 Agreement 771 (“Agreement”) was entered into by and between City and Contractor for Landscape Architecture Services for Various City Projects. 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 the undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: Term. This Agreement begins on the Effective Date and ends on December 31, 2031 (“Contract Time”), unless terminated earlier as provided herein. The City’s Director of Public Works 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. Paragraph 12 of the Agreement is modified to read as follows: 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 it has 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. Exhibit D of the agreement is replaced with a new Exhibit D-1 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 Senior Assistant City Attorney ATTEST: City Clerk Date CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Amount - $120,000 Service Order 1 Creekside Park 2024-177 $15,810 Amendment 1 Extend term to 12/31/2031 0 Total $104,190 Marie Mai Principal, CA #5369 07/28/2026 Michael K Woo 07/28/2026 Director of Public Works Lauren Sapudar 07/28/2026 Exh. D - Insurance Requirements for Design Professionals Contracts 1 Version: May 2025 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) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. 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 allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and 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. The City’s own insurance or self-insurance shall not be called upon. 2.Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D - 1 Insurance Requirements Design Professionals Contracts Exh. D - Insurance Requirements for Design Professionals Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 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 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis 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 policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage shall 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 if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers’ Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed 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. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 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 General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D - Insurance Requirements for Design Professionals Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). 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 Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A-VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including 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 indemnification, defense, and 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/coverages 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 4/7/2026 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Anni Owens 510-272-1465 CertsDesignPro@AssuredPartners.com License#:6003745 Hartford Fire Insurance Company 19682 CALLASS-01 Hartford Casualty Insurance Company 29424CallanderAssociatesLandscapeArchitecture,Inc. 12150 Tributary Point Drive,Suite 140; Gold River CA 95670-4259 Hartford Underwriters Insurance Company 30104 1713748630 C X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X X Y Y 57SBWBG9HBF 12/31/2025 12/31/2026 4,000,000 C 2,000,000 X X X No OwnedAuto Y Y 57SBWBG9HBF 12/31/2025 12/31/2026 C X X 1,000,000Y57SBWBG9HBF12/31/2025Y 12/31/2026 1,000,000 X 10,000 B X N Y 57WECAC1982 12/31/2025 12/31/2026 1,000,000 1,000,000 1,000,000 A Professional Liability Claims Made Form Y 57OH048571025 12/31/2025 12/31/2026 Per Claim Aggregate Limit $2,000,000 $4,000,000 Insured owns No Company Vehicles;therefore,hired/non-owned Auto is the maximum coverage that applies.The following policies are included in the underlying schedule of insurance for umbrella/excess liability:General Liability/Auto Liability/Employers Liability/Employee Benefits Liability.RRX:Any easement or license agreement,including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad. Project:Cupertino On-Call. City of Cupertino,it’s Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability See Attached... 30 Day Notice of Cancellation City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino CA 95014 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: CALLASS-01 1 1 AssuredPartners Design Professionals Insurance Services,LLC Callander Associates Landscape Architecture,Inc. 12150 Tributary Point Drive,Suite 140; Gold River CA 95670-4259 25 CERTIFICATE OF LIABILITY INSURANCE and auto liability as required per written contract.General Liability and Auto Liability are Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). DEDUCTIBLES:General Liability:-0-Auto Liability:-0-Workers'Compensation:-0-Professional Liability:$35,000 self-insured retention per claim.Professional Liability Retro Date:Prior Acts Date 11/01/1973.CANCELLATION:30 day notice will be sent to the certificate holder. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative (1) Printed in U.S.A.Form WC 04 03 06 Policy Expiration Date: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:Policy Number: Effective Date: Effective hour is the same as stated on the Information Pa e of the olic . Named Insured and Address: We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us 57WECAC1982 12/31/2025 Callander Associates Landscape Architecture,Inc. 12150 Tributary Point Drive,Suite 140; Gold River,CA 95670-4259 12/31/2026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: 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 contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, 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 any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES 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. 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; Policy #57SBWBG9HBF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (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 Paragraphs (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. (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; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work" and included within the "products-completed operations hazard", but only if: (i)The written contract, written agreement or permit 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, 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, including: (i)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 (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision 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 federal government, 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 in one of the categories or classes listed above in 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 performed by you or on your behalf; (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, written agreement or permit 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, 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 architectural, engineering or surveying services, 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, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 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. 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 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 required in a written contract, written agreement or permit; 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. 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 Policy # 57SBWBG9HBF 57SBWBG9HBF Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 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 under this Coverage Part 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 under this Coverage Part 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 under this Coverage Part 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 under this Coverage Part, 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 such 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 under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)You or any additional insured under this Coverage Part that is an individual; (2)Any partner, if you or an additional insured under this Coverage Part is a partnership; (3)Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5)Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6)Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: 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 Part 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. 4. 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. 5. 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. 6. 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, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (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 B. Exclusions. (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 B. Exclusions. (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. Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 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. 7. 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. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above, but is away for a short time on your business; or THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 26 10 18 Page 1 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.Amended Coverage: The following is added to Section A. COVERAGES: Coverage is extended to "bodily injury"and "property damage"arising out of the use of a "hired auto"or "non-owned auto". B.The following changes are made to Section B. EXCLUSIONS: 1.Exclusion g.Aircraft, Auto Or Watercraft does not apply to a "hired auto" or a "non-owned auto". 2.Exclusion e.Employer’s Liability does not apply to "bodily injury"to domestic "employees"not entitled to workers’ compensation benefits or to liability assumed by the insured under an "insured contract". 3.Exclusion f.Pollution is deleted and replaced by the following: (1)"Bodily injury"or "property damage"arising out of the actual,alleged or threatened discharge,dispersal, seepage, migration, release or escape of "pollutants": (a)That are, or that are contained in any property that is: (i)Being transported or towed by,handled,or handled for movement into,onto or from,the covered "auto"; (ii)Otherwise in the course of transit by or on behalf of the "insured"; or (iii)Being stored, disposed of, treated or processed in or upon the covered "auto". (b)Before the "pollutants"or any property in which the "pollutants"are contained are moved from the place where they are accepted by the insured for movement into or onto the covered "auto"; or (c)After the "pollutants"or any property in which the "pollutants"are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the insured. Paragraph (a)above does not apply to fuels,lubricants,fluids,exhaust gases or other similar "pollutants"that are needed for or result from the normal electrical,hydraulic or mechanical functioning of the covered "auto" or its parts, if: (i)The "pollutants"escape,seep,migrate,or are discharged or released directly from an "auto"part designed by its manufacturer to hold, store, receive, or dispose of such "pollutants"; and (ii)The "bodily injury"and "property damage"does not arise out of the operation of any equipment listed in Paragraphs 15.f.(2) and 15.f.(3) of the definition of "mobile equipment". Paragraphs (b)and (c)above do not apply to accidents that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (i)The "pollutants"or any property in which the "pollutants"are contained are upset,overturned or damaged as a result of the maintenance or use of a covered "auto"; and (ii)The discharge,dispersal,seepage,migration,release or escape of the "pollutants"is caused directly by such upset,overturn or damage as a result of the maintenance or use of a covered "auto". 4.The following exclusion is added: Fellow employee Coverage does not apply to "bodily injury"to any fellow "employee"of the insured arising out of the operation of an "auto" owned by the insured in the course of the fellow "employee’s" employment. 57SBWBG9HBF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 26 10 18 Page 2 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 5.The following exclusion is added: Care, Custody Or Control Coverage does not apply to "property damage"involving property owned or transported by the insured or in the insured’s care, custody or control. C.With respect to "hired auto"and "non-owned auto"coverage,Section C.WHO IS AN INSURED is deleted and replaced by the following: 1.The following are insureds: a.You. b.Your "employee" while using with your permission: (1)An "auto" you hire or borrow; or (2)An "auto" you don’t own, hire or borrow in your business or personal affairs; or (3)An "auto" hired or rented by your "employee" on your behalf and at your direction. c.Anyone else while using a "hired auto" or "non-owned auto" with your permission except: (1)The owner or anyone else from whom you hire or borrow an "auto". (2)Someone using an auto while he or she is working in a business of selling,servicing,repairing,parking or storing "autos" unless that business is yours. (3)Anyone other than your "employees",partners (if you are a partnership),members (if you are a limited liability company),or a lessee or borrower or any of their "employees",while moving property to or from an "auto". (4)A partner (if you are a partnership),or a member (if you are a limited liability company)for an "auto" owned by him or her or a member of his or her household. d.Anyone liable for the conduct of an insured described above but only to the extent of that liability. D.With respect to the operation of a "hired auto"or "non-owned auto"covered by this endorsement,the following changes are made to Section E. LIABILITY AND MEDICAL EXPENSES CONDITIONS : 1.The following condition is added: Other Insurance a.Except for any liability assumed under an "insured contract"the insurance provided by this endorsement is excess over any other collectible insurance. However,if your business is the selling,servicing,repairing,parking or storage of "autos",the insurance provided by this endorsement is primary when covered "bodily injury"or "property damage"arises out of the operation of a customer’s "auto" by you or your "employee". b.When this endorsement and any other endorsement,coverage part,or policy covers on the same basis, either excess or primary,we will pay only our share.Our share is the proportion that the Limit of Insurance of our endorsement bears to the total of the limits of all the endorsements,coverage parts,and policies covering on the same basis. 2.The following condition is added: Two Or More Coverage Parts, Endorsements, Or Policies Issued By Us If this endorsement and any other endorsement,coverage part or policy issued to you by us or any company affiliated with us apply to the same accident,the aggregate maximum Limit of Insurance under all the endorsements,coverage parts,or policies shall not exceed the highest applicable Limit of Insurance under any one endorsement,coverage part,or policy.This condition does not apply to any endorsement,coverage part,or policy issued by us or an affiliated company specifically to apply as excess insurance over this endorsement. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 26 10 18 Page 3 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 3.The following condition is added: Financial Responsibility Laws a.With respect to a “hired auto”or “non-owned auto”to which this insurance applies,when this endorsement is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law,the insurance provided by this endorsement 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 a “hired auto"or “non-owned auto”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. E.The following changes are made to Section F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS : 1.The following definition is added: "Hired auto"means any "auto"you lease,hire,rent or borrow.This does not include any auto you lease,hire,rent or borrow from any of 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. 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.The following definition is added: "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. Landscape Architecture Services for Various City Projects 1 of 11 Design Professional Agr (Master) / October 2021 DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC 1. PARTIES This Master 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 Various City Projects (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the Services “as needed” and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Service Orders. Before issuing a Service Order the City Director of Public Works/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter City Director of Public Works/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services, deliverables, schedule of performance, compensation, and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director of Public Works/Designee may streamline these procedures, e.g., conferring by telephone instead of a meeting, if it is in the City’s best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on July 31, 2026 (“Contract Time”), unless terminated earlier as provided herein. The City’s Director of Public Works 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 each Service Order, and under no circumstances should the Services go beyond the Contract Time. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate 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 each Service Order. Landscape Architecture Services for Various City Projects 2 of 11 Design Professional Agr (Master) / October 2021 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the Services on time. Consultant must respond promptly to the City’s Service Orders and any change orders that may be issued 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $120,000.00 (“Contract Price”), based on the budget and rates set forth 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 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within thirty (30) days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services; b. A succinct summary of the Services performed by each such individual; c. The time spent by each individual providing those Services; d. The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least thirty (30) days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant’s performance of the Services. Consultant is not entitled to health, workers’ compensation, or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best industry practices for similar services performed in the San Francisco Bay Area. Landscape Architecture Services for Various City Projects 3 of 11 Design Professional Agr (Master) / October 2021 5.3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that they are properly licensed, registered, and/or certified to perform the Services as required by law and that they have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subconsultants. Unless prior written approval from City is obtained, only Consultant’s employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants 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 Subconsultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all the tools, materials, and equipment required to perform the Services. 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 remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its Subconsultants, 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. Landscape Architecture Services for Various City Projects 4 of 11 Design Professional Agr (Master) / October 2021 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 or its Subconsultants in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Consultant in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product prepared/created by Consultant and its Subconsultants 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 Subconsultants 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 Subconsultants 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 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 4 (four) years from the date of City’s final payment. 8.2 City will have free and 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, Landscape Architecture Services for Various City Projects 5 of 11 Design Professional Agr (Master) / October 2021 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. 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 in connection with the Project and Services during the Contract Time and for one (1) year thereafter will reference City contributions in making the Project possible. The words “City of Cupertino” shall 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 City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active 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 Landscape Architecture Services for Various City Projects 6 of 11 Design Professional Agr (Master) / October 2021 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. 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. Landscape Architecture Services for Various City Projects 7 of 11 Design Professional Agr (Master) / October 2021 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 it has 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 local, state, and federal 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 Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Consultant understands that harassment and discrimination directed 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 Landscape Architecture Services for Various City Projects 8 of 11 Design Professional Agr (Master) / October 2021 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 agrees to abide by City policies and administrative rules prohibiting gifts to City 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 Abdulla Ahmed, 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 approval, the 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. 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. Landscape Architecture Services for Various City Projects 9 of 11 Design Professional Agr (Master) / October 2021 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. 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 files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceeding 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 attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section 18 survives 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 every kind or nature between the Parties, and supersedes any other agreements and understandings, either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of 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. 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. Landscape Architecture Services for Various City Projects 10 of 11 Design Professional Agr (Master) / October 2021 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 in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Abdulla Ahmed Email: AbdullaA@cupertino.org To Consultant: Callander Associates Landscape Architecture, Inc 12150 Tributary Point Drive, Suite 140 Gold River, CA 95670-4259 Attention: Marie Mai Email: mmai@callanderassociates.com 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] Landscape Architecture Services for Various City Projects 11 of 11 Design Professional Agr (Master) / October 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. 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 Marie Mai Marie Mai Principal, CA #5369 Aug 29, 2023 Christopher D. Jensen Jimmy Tan Assistant Director of Public Works Aug 29, 2023 Aug 29, 2023 EXHIBIT A SCOPE OF SERVICES Callender Associates Landscape Architecture, Inc. Exhibit A-Scope of Services Landscape Architecture Services 2023 Page 1 of 2 The CONSULTANT shall provide certain Landscape Architecture services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an “as needed” basis and only (1) upon written request from the CITY’s Director of Public Works or authorized Agent as defined in Section 11, PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER, Exhibit B. SECTION 1- GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY’s Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY’s designated Project Manager. SECTION 2. BASIC SERVICES The Consultant shall provide Landscape Architecture services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. A. General Performance Requirements Callender Associates Landscape Architecture, Inc. Exhibit A-Scope of Services Landscape Architecture Services 2023 Page 2 of 2 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. CITY retains the right to reject team members assigned by CONSULTANT or require replacement of team members. B. TASKS Consultant services for any assigned project under this Master Agreement may include, but is not limited to the following tasks: The Consultant scope of services may include, but is not limited to, master planning, feasibility studies, conceptual and/or schematic design, design development and construction documents, cost estimation for budget programming through final design, construction administration and program or project community workshops and/or surveys. Projects that may require Landscape Architectural services may include, but are not limited to parks, trails, paths, dog parks, athletic fields, skate parks, playgrounds (including all- inclusive), plazas, community gardens and other recreational facilities as well as other City- owned areas such as streetscapes. END OF EXHIBIT CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MA Date:Master Agreement Contract #: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: SO Acc't #:PO #: Project #:Date: Approvals Signatures: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance:Date: Encumbrance this Service Order: MA End Date: Consultant/ Contractor Manager/ Supervisor: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: City of Cupertino Master Agreement Service Order 191002 Exhibit B n Choose 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 T 650.375.1313 T 916.985.4366 T 408.275.0565 Recreate Educate Live+Work Connect Sustain Standard Schedule of Compensation 2023/2024 San Jose & Burlingame 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 + 15% printing and reproductions, postage and delivery, mileage, travel expenses (hotel / food), testing and outside services, and other project related expenses Communications and Insurance Surcharge 2.5% of total fees Subconsultant Administration 10% of Subconsultant Costs 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. 2023 2024 2025 2026 Principal $240/hour $249/hour $259/hour $269/hour Senior Associate $218/hour $227/hour $236/hour $246/hour Associate $208/hour $216/hour $225/hour $234/hour Arborist/Construction Manager $183/hour $191/hour $198/hour $206/hour Senior Project Manager $188/hour $195/hour $202/hour $211/hour Project Manager 1 $180/hour $187/hour $195/hour $203/hour Project Manager 2 $171/hour $177/hour $185/hour $192/hour Job Captain $158/hour $164/hour $171/hour $178/hour Designer 1 $148/hour $154/hour $161/hour $167/hour Designer 2 $135/hour $140/hour $146/hour $151/hour Assistant Designer $120/hour $125/hour $130/hour $135/hour Accounting $182/hour $189/hour $197/hour $205/hour Senior Project Administrator $138/hour $143/hour $149/hour $155/hour Project Administrator $123/hour $128/hour $134/hour $139/hour Exhibit C Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Jan. 2022 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 claim, $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 Jan. 2022 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 7/28/2023 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 Property &Casualty Insurance Company of Hartford 34690CallanderAssociates Landscape Architecture,Inc. 12150 Tributary Point Drive,Suite 140; Gold River CA 95670-4259 Hartford Fire Insurance Company 19682 777805209 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y 57SBWBM4627 12/31/2022 12/31/2023 4,000,000 A 2,000,000 X X Y Y 57SBWBM4627 12/31/2022 12/31/2023 A X X 1,000,000Y57SBWBM462712/31/2022Y 12/31/2023 2,000,000 B X Y Y 57WECAC1982 12/31/2022 12/31/2023 1,000,000 1,000,000 1,000,000 C Professional Liability Y 57OH048571022 12/31/2022 12/31/2023 $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:On Call Services.The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as Additional Insured for General and Auto Liability as required by written agreement.Commercial General Liability is primary and non-contributory and includes severability of interests per policy form.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers'Compensation.DEDUCTIBLES: General Liability:-0-Auto Liability:-0-Workers'Compensation:-0-Professional Liability:$35,000 self-insured retention per claim.Professional Liability Retro Date:Prior Acts Date 11/01/1973.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. 3ROLF\57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM (b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage"purpose by you, any of your that occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form,rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 3ROLF\57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation,insured under this provision only for that servicing or repair operations,period of time required by the contract,except such operations performedagreement or permit.at the vendor's premises inHowever, no such person or organization is an connection with the sale of theadditional insured under this provision if such product;person or organization is included as an (g)Products which, after distributionadditional insured by an endorsement issued or sale by you, have been labeledby us and made a part of this Coverage Part,or relabeled or used as aincluding all persons or organizations added container, part or ingredient of anyas additional insureds under the specific other thing or substance by or foradditional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "propertya. Vendors damage" arising out of the soleAny person(s) or organization(s) (referred to negligence of the vendor for itsbelow as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone elseout of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained inprovides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement.or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from(b)Any express warranty whom you lease equipment; but onlyunauthorized by you;with respect to their liability for "bodily(c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 3ROLF\57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM (2) e. Permits Issued By State Or PoliticalWith respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but"occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage"leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization whoconstruction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury",organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those actingonly with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premisesyour behalf:owned by or rented to you; or (a)In connection with your premises;(c)In connection with "your work" andorincluded within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions,"Bodily injury", "property damage" orreports, surveys, field orders, "personal and advertising injury"change orders, designs or arising out of the rendering of, or thedrawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 3ROLF\57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained by any one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To YouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc.Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits". the owner.2. Aggregate Limits In the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" and You Limit applies to all damage proximately"property damage" included in the caused by the same event, whether such"products-completed operations hazard" is damage results from fire, lightning or explosionthe Products-Completed Operations or any combination of these.Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person orb.Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations. permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in theowned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 3ROLF\57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records andapplicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; andseparately to each consecutive annual period and to (4)Assist us, upon our request, in theany remaining period of less than 12 months, starting enforcement of any right against anywith the beginning of the policy period shown in the person or organization that may beDeclarations, unless the policy period is extended liable to the insured because of injuryafter issuance for an additional period of less than 12 or damage to which this insurancemonths. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an2. Duties In The Event Of Occurrence, additional insured, such additional insuredOffense, Claim Or Suit must submit such claim or "suit" to thea. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply toit that we are notified as soon as the extent that you have agreed in apracticable of an "occurrence" or an written contract, written agreement oroffense which may result in a claim. To permit that this insurance is primary andthe extent possible, notice should include:non-contributory with the additional(1)How, when and where the "occurrence"insured's own insurance.or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to(3)The nature and location of any injury any additional insured only when suchor damage arising out of the "occurrence", offense, claim or "suit" is"occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additionalinsured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additionalclaim or "suit" and the date received;insured is a limited liability company;and (4)Any "executive officer" or insurance(2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additionalclaim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if youInsuredor an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 3ROLF\57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury"Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To Youdamages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages.6. Representations (5) Property Damage To Borroweda. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or(1)The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 3ROLF\57SBWBM4627 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self-added as an additional insured by that insured amounts under all that otherinsurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permitsadditional insured under this Coverage contribution by equal shares, we will followPart:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all orcontract, written agreement or part of any payment, includingpermit that this insurance is Supplementary Payments, we have madeprimary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must doinsurance, this insurance is nothing after loss to impair them. At ourprimary and we will not seek request, the insured will bring "suit" orcontribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave no duty under this Coverage Part to organization for all or part of any payment,defend the insured against any "suit" if any including Supplementary Payments, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no other also waive that right, provided the insuredinsurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract,rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 3ROLF\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) 3ROLF\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 thatthe maintenance or use of a covered liability."auto".D.With respect to the operation of a "hired auto" and4.With respect to this coverage, the following "non-owned auto", the following additionaladditional 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 anany fellow "employee" of the "insured""insured contract" the insurance provided byarising out of the operation of an "auto"this Coverage Form is excess over anyowned 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 3ROLF\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 3ROLF\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. Form WC 99 03 03 B Page 4 of 6Printed in U.S.A. (Ed. 8/00) Named Insured: Callander Associates Policy No. 57WECAC1982 Policy Period: 12/31/2022 to 12/31/2023 2nd Amendment with Callander Associates Landscape Architecture, Inc. Services for Various City Projects Final Audit Report 2026-07-28 Created:2026-07-28 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA0KKLoTjZAkvZVOpSItlsEsic9SuumqvL "2nd Amendment with Callander Associates Landscape Architec ture, Inc. Services for Various City Projects" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-07-28 - 6:18:45 PM GMT- IP address: 35.229.54.2 Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval 2026-07-28 - 7:49:29 PM GMT Email viewed by Jindy Gonzalez (jindyg@cupertino.org) 2026-07-28 - 7:49:38 PM GMT- IP address: 54.174.191.205 Document approved by Jindy Gonzalez (jindyg@cupertino.org) Approval Date: 2026-07-28 - 7:51:35 PM GMT - Time Source: server- IP address: 71.198.170.154 Document emailed to aracelia@cupertino.org for approval 2026-07-28 - 7:51:37 PM GMT Email viewed by aracelia@cupertino.org 2026-07-28 - 7:51:46 PM GMT- IP address: 54.235.10.242 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-07-28 - 8:22:11 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-07-28 - 8:22:13 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to mmai@callanderassociates.com for signature 2026-07-28 - 8:22:16 PM GMT Email viewed by mmai@callanderassociates.com 2026-07-28 - 9:03:32 PM GMT- IP address: 66.249.84.107 Signer mmai@callanderassociates.com entered name at signing as Marie Mai 2026-07-28 - 9:11:32 PM GMT- IP address: 50.242.98.57 Document e-signed by Marie Mai (mmai@callanderassociates.com) Signature Date: 2026-07-28 - 9:11:34 PM GMT - Time Source: server- IP address: 50.242.98.57 - Signature Appearance Selected: TYPE Document emailed to michaelw@cupertino.org for signature 2026-07-28 - 9:11:37 PM GMT Email viewed by michaelw@cupertino.org 2026-07-28 - 9:11:49 PM GMT- IP address: 3.223.141.26 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-07-28 - 9:26:35 PM GMT- IP address: 64.165.34.3 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-07-28 - 9:26:37 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2026-07-28 - 9:26:40 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2026-07-28 - 9:26:48 PM GMT- IP address: 44.192.39.135 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2026-07-28 - 9:56:30 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: IMAGE Document emailed to laurens@cupertino.org for signature 2026-07-28 - 9:56:32 PM GMT Email viewed by laurens@cupertino.org 2026-07-28 - 9:56:40 PM GMT- IP address: 54.87.136.43 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-07-28 - 10:01:36 PM GMT- IP address: 69.149.42.28 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-07-28 - 10:01:38 PM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE Agreement completed. 2026-07-28 - 10:01:38 PM GMT