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16-146 Harris & Associates, Development Review ServicesSECONDAMENDMENTTQAGREEMENTBEJWEEN THE CITY OF CUPERTINO AND HARRIS & ASSOCIATES FOR DEVELOPMENT REVIEW SERVICES This Second Amendment to Agreement between the City of Cupertino and Harris & Associates, for reference dated July 1, 2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Harris & Associates, a California Corporation, ("Consultant") whose address is 2 Salinas Street, Suite B, Salinas, CA 93901, and is made with reference to the following: RECITALS: A. On July l, 2016, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Development Review Services. The agreement will expire on June 30, 2017. B. On July 1, 2017, City and Consultant agreed to the First Amendment for Development Review Services, extending the term of the Agreement to June 30, 2018 . C. The Agreement and the First Amendments are collectively referred to as the "Agreement" unless otherwise indicated. D . City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. T ERM Paragraph 1 of the Agreement is modified to read as follows: The term of this agreement shall commence on July 1, 2016, and shall terminate on June 30, 2019, unless terminated earlier as set forth herein. 2. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit D -Insurance Requirements and Proof of Insurance 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. 1N WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO By ~------ Patrick Dobbins, Engineering Director Timm Borden, Director of Public Works ROYAL ~ By _____ __,~------ Chad Mosley, City Engineer ATTEST: Grace Schmidt, City Clerk 1 , / (, ( r EXPENDITURE DISTRIBUTION PO #2017-266 Acct #: 100-82-804 700-702 Original $15,000 Amendment #1: Extend date to 6/30/18 Amendment #2: Extend date to 6/30/19 Total: $15,000 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts 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 fl" 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 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory 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. V 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 . D Not required Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's V profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b . Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Jnsurance Requirements/or Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 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 policy. General v 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 insw:ance. 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 1 Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the V 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 duringthe 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 byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-Jnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 06/20/2018 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). PRODUCER 0757776 1-800 -877-4560 CONTACT NAME : HUB International Insurance Services Inc. PHONE 925 609-6500 I FAX 92 5 609-6550 (A/C No . Extl · (A/C Nol: P.O. Box 4047 E-MAIL ADDRESS : Concord, CA 94524 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Citizens Insurance Company of America INSURED INSURER B : Navigators Specialty Insurance Company Harris & Associates Inc. Travelers Property Casualty Co of Amer Attn : Susan Mandilag INSURER C: 1401 Willow Pass Road, Suite 500 INSURER D : Continental Casualty Company Concord, CA 94520 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 53129917 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERI OD INDIC ATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERT IFICATE MAY BE ISSUED OR MAY PERTAI N, THE INSURANCE AFFORD ED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXC LUSI ONS AN D CON DITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR /OLICY EFF (~~~J%/J~1 LTR TYPE OF INSURANCE ,.,~o un,n POLICY NUMBER MM/DD/YYYYl LIMITS A GENERAL LIABILITY ZBF9201722 08 ,/ 08 /01/17 08/01/18 EAC H OCCURRENCE $2,000,000 V -DAMAGE TO RENTED X COMMERC IAL GENERAL LIABILITY PREMISES <Ea occurrence! $1,000,000 -=:J CLAIMS -MA DE 0 OCCUR MED EXP (Any one person ) $10,000 X Ded : 0 PERSONAL & ADV IN JURY $2,000,000 -~ GENERAL AGGREGATE $4,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER : PRODUCTS -COMP/OP AGG $4,000,000 1 POLI CY rxl ~f 9r rxl LOG $ AUTOMOBILE LIABILITY COM BINED SINGLE LI MIT /Ea accide nt\ $ - ANY AUTO BODILY INJURY (Per pe rson) $ ,__ ALL OWNED -SCHEDULED AU TO S AUTOS BODILY INJURY (Per accide nt) $ ,__ -NON -OWN ED PROPERTY DAMAGE HIRED AUTOS AUTO S f Per accident' $ -- $ B UMBRELLA LIAB H OCCUR LA17EXC712701IC 08 /01 /1 08/01/18 EACH OCC UR RENCE $10 ,000,000 '-- X EXCESS LIAB CLA IMS-MADE AGGREGATE $10 ,000,000 OED I X I RETE NTION $ 0 $ C WORKERS COMPENSATION PJUB8166N36Al7 *V 08 /01/1 08/01/18 x I /;;gJTtJN;, I 10;~- AND EMPLOYERS ' LIABILITY Y I N ANY PROPRIETOR /PARTNER/EXECUTIVE ~ E.L. EACH ACC IDENT $1,000,000 ""' OFFICER/MEMBER EXC LUDED ? N NIA (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under $1,000,000 DESCRIPTION OF OPE RATIONS below E.L. DI SEAS E -POLI CY LIMIT D PROFESSIONAL LIABILITY AEH591891588 08/01/1 08/01/18 Per Claim 10,000,000 V Claims-Made Aggregate 10,000,000 Ded. Each Claim 150 ,0 00 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101 , Additional Remarks Schedul e, if more space is required) * Workers Compensation policy excludes monopolistic states ND, OH, WA, WY . General Liability Additional Insured status granted , if required by written contract/agreement , per attached forms MAN-0426 0715 & MAN-0427 0715 . City, its Council, boards & commissions, officers, employees & volunteers are additional insureds under General Liability if required by a written contract RE : Development Review Services (HA #1600801) CERTIFICATE HOLDER CANCELLATION 160-0801 (2 020) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . Winnie Pagan, PE 10300 Torre Ave. AUTHORIZED REPRESENTATIVE Cupert ino, CA 95014 ~ I USA © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD smandi lag 53129917 POLICY NUMB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAAEFULL Y. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION MAN-0426 07/15 This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organlzatlon(s): Locatlon(s) Of Covered Operations Blanket as Required By Written Contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. SECTION II -WHO IS AN INSURED Is amended to include as an additional insured the person(s) or organlzation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the addltlonal lnsured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of •your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. MAN·0426 07115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 POLICY NUMBER: ZBF9201722 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS MAN-0427 07/15 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Addltlonal lnsure.d Persori(s) Location And Description Of Completed Or Organizatlon(s): Operations Blanket as Required By Written Contract (If no entry appears above, information required to complete this endorsement will be shown in the Decfaratlons as applicable to this endorsement.) SECTION II -WHO IS AN INSURED is amended to include as an additional Insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage " caused, In whole or in part, by "your work ' at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". ALL OTHER TEAMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. MAN-0427 07/15 Includes copyrighted material of Insurance Services Otflce, Inc ., with Its pennlssion . Page 1 of 1 POLICY NUMBER: ZBF9201722 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Olher Insurance: Additional Insured -Primary and Non-Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II -WHO IS AN INSURED, is primary and non-contributory, the following applies : II other valid and collectible insurance is available to the Additional Insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: (1) Primary Insurance This Insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (a} For the sole negligence of the Additional Insured; (b) When the Additional Insured is an Additional Insured under another primary liability policy; or (c) When (2) below applies. If this insurance is primary, our obligations are not affected unless any of the other Insurance is also primary. Then, we will share with all that other insurance by the method described in (3) below. (2) Excesslnsurance (a) This Insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (I) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (Ill) That is insurance purchased by the Additional Insured to cover the Additional lnsured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I -COVERAGE A -BODILY INURY AND PROPERTY DAMAGE LIABILITY. (b) When this insurance Is excess, we will have no duty under Coverages A or B 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 insurad's rights against all those other insurers. (c) When this insurance ls excess over other lnsurarice, we will pay only our share of the amount of the loss, if ariy, that exceeds the su·m of: (I) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (II) 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 speclflcally to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. (3) Method Of Sharing (a) If all of 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. (b) 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 appllcable limit of insurance to the total applicable limits of insurance of all insurers. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED . 421-0452 12 14 Includes copyrighted materials of Insurance Services Office, Inc .. with Its permission . Page 1 of 1 n. .. Ar. POLICY NUMBER : ZBF9201722 08 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: BLANKET WITH WRITIEN CONTRACT Information required to complete this Schedule, if not shown above , will be shown in the Declarations . The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 0 your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above . CG 24 04 05 09 © Insurance Services Office, Inc ., 2008 Page 1 of 1 ....... TRAVELERSJ ONE TOWER SQUAR8 HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A)-001 POLICY NUMBE : (PJUB-8166N36-A-17) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be 02. 000 % of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CO.NTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Schedule Job Description This endorsement changes the policy to which it is attached and is effective on tt1e date issued unless otherwise stated . (The information below is required only when this endorsement ls issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE: 07 -27-17 Policy No. Endorsement No. Premium Countersigned by ___________ _ ST ASSIGN: Page 1 of 1 ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDOIYYYY) ~ 06/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTI:R 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 CERTIFICATI: HOLDER. IMPORTANT: If the certificate holder la an ADDITIONAL INSURED, the policy(lea} must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the tenns and conditions of Iha policy, certain pollcles may require an endorsemenL A statement on this certificate does not confer rf!lhts to the certificate holder In lieu of such endorsement(s). PROOUCER NAME~CT Marsh Sponsored Proorams Marsh Sponsored Programs t'!i!NJ. ~ -•· 1-877-320-9393 I rffc. Nol: 515-365-0895 a division or Marsh USA Inc. E-MAIL riskmanaaement@marshom.com Vendor 10: 31459 ADDRESS ' PO Box 14404 INSURERISI AFFORDING COVERAGE Des Moines, IA 50306-9686 NAIC# INSURER A : Old Reoubllc Insurance Comoanv 24147 INSURED INSURER 8 : HARRIS & ASSOCIATES, INC INSURER C: 1401 Willow Pass Road, Ste 500 Concord, CA 94520 INSURERD : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ASOVE 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 JS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDmONS OF SUCH PCLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR TYPE OF INSURANCE ADDL SUBR ll~~g~ 11~~~1 LTR POLICY NUMBER LIMITS COMMERCIAi. GENERAL UASIUTY EACH OCCURRENCE s -=i CV.IM$.MAOE D OCCUR ,n~,.e TO ""N' ~u -PDt:'MIC:.S:C:. IEa,._..,,_,.,..\ s -MEO EXP (Any OM penon) s PERSONAi. & ADV INJURY s -GEN\. AGGREGATi: LIMIT APPi.iE$ PER: GENERAlAGGREGATi: s q POLICY D ~:tr D LOC PRODUCTS • COMP/OP AGG $ OTHER : $ AUTOMOBIL! LIABILITY ' ii" fe~~~"!~.;'INGLE LIMIT s 1,000,000 A -X X L 100554,17 08/01/2017 08/01/2018 V X M.v Al/TO v' BODILY INJURY (Por po""'1J s -OWNED -SCHEDULED Al/TOSONLY AUTOS EODIL Y INJURY (Pit aecidtnll s -HIRED -NON.OWNED •ROPERTY OAMAGlc AIJTO SONLY AUTOSONlY fP•r~11nB s ,--s UMBREUAUAB HOCCUR EACH OCCURRENCE $ ,- EXCE9SUAB CIA MS-MAD E AGGREGATE s Deo I I RETENTION s s WORKERS COMPENSATION IHrn= I i ji~H· AND EMPLOYERS' LWIIUTY Y/N ANYPROPR IETOR/PARTNE RIE)I ECUTIVE D NIA E.L. EACH ACCIDEITT s OFF CERh.4EM8ER EXCl UDE D? (Mandalory In NH) E.L. DISEASE -EA EMPLOYEE S ~i;~:"PTl~~ ~1~PERA Tl ONS Mlow f;.L. DISEASE • POLICY LIMIT s DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Addl1lonol Rom1rf<o Schedut.. m1y b9 al!lched II"'"'" 1paco 11 roqult..i ) GPBR: 1XL1 Polley provides intec:tlon lor any & all operotlons/]obs perlormed by lhe named ln,,.•d wt,er• required by written e<>nlrael. Cert1nca10 holde, L, •n Add lUonal lm16ed where required by wr i~en <CnlJoCI . Waivo, al SubrogaUon included where required by wrfllen con~acL lnsl6ance ls primary and norxon!ffbutory. Ctty . b Co1.11cJI , boards & comnvsston,, ollkvn. emptoye11 & volunlaen are addHlonal lns16ed where required by vdlen conb'acs . RE · Development Ravtew Service• (HA 11600801) CERTIFICATE HOLDER CANCELLATION 160-0801 (2020) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City or Cupertino THE EXPIRATION DATE TMEREOF, NOTICE WILL BE DELIVERED IN Winnie Pagan, PE ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertlno, CA 95014 AUTIIDR~TlYE -~ I © 1988-2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 12981189 OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Schedule Any person(s) or organization(s) as required by written contract or agreement. 1. SECTION II -COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended to include the person(s) or organization(s) designated in the Schedule above but only for damages: a. Which are covered by this insurance; and b . Which you have agreed to provide in a written contract. 2. The limits of insurance afforded to such person(s) or organization(s) will be: a. The minimum limits of insurance which you agreed to provide, or b . The Hmits of insurance of this policy whichever is less. CA 560 002 1213 ~ Page 1 of 1 HARRIS & ASSOCIATES, INC 08/01/2017-08/01/2018 POLICY NUMBER: COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HARRIS & ASSOCIATES, INC Endorsement Effective Date: 08/01/2017 Name(s) Of Person(s) Or Organization(s): SCHEDUL E All persons or organizations as required by written contract or agreement. Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04441013 L100554•17 0 Insurance Services Office, Inc., 2011 HARRIS & ASSOCIATES. INC Page 1 of 1 OB/0112017 • 08/011201 B IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY . ADDITIONAL INSURED/DESIGNATED INSURED AMENDMENT -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM SCHEDULE Designated Person(s) or Organization(s): All persons or organizations where required by written contract . WHO IS AN INSURED (SECTION II) is amended to include the person(s) or organ ization(s) shown in the above Schedule, but only with respect to "accidents" arising out of work being performed for such person(s) or organization(s). As respects any person(s) or organization(s) shown in the above Schedule with whom you have agreed in a written contract to provide primary insurance on a non-contributory basis , this insurance will be primary to and non-contributing with any other insurance available to such person(s) or organizations(s). PCA 048 06 07 L 100554-17 Page 1 of 1 HARRIS & ASSOCIATES, INC 08/01/2017 • 08/01/2018 FIRST AMENDMENT TO CONSUL TANT SERVICES AGREEMENT BETWEEN THE CITY OF CUPERTINO AND HARRIS & AS SOCIA TES FOR DEVELOPMENT REVIEW SERVICES This First Amendment to the Consultant Services Agreement between the City of Cupertino and Harris & Associates, for reference dated J~ \ , 2017 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "Ci ty") and Harris & Associates, a California corporation, whose address is 2 Salinas St, Suite B, Salinas, CA 93901, (hereinafter "Consultant"), and is made with reference to the following: RECITALS: A. On July 1, 2016, an agreement was entered into by and between City and Consultant (hereinafter "Agreement"). B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 of the Agreement is modified to read as follows: 1. TERM The term of this agreement shall commence on July 1, 2016, and shall terminate on June 30, 2018, unless terminated earlier as set forth herein. 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. Page 1 of 2 Amendment IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT Harris & Associates Amendment CITY OF CUPERTINO A Municipal Corporation By ~~~ .... Dire~Works, Timm Borden Date ~/r & /1 z ---+-. -~+; ------ By at!) Chad Mosley, City Engineer APPROVED AS TO FORM : tf"{Yand ~ City Attorney ATTEST: By {;;Me~ Grace Schmidt, City Clerk C/ ~ -f 7 Total Amount $15,000 Amendment Amount $15,000 Account No. 100-82-804 700-702 ~ 2-a L ~ .1,-bl, Page 2 of 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (M MID D/YYYYJ ~ 07/27/2017 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pol i cy(ies} must be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on th i s certificate does not confer rights to the certificate holder in lieu of such endorsement(s}. PRO DU CER CONTACT NA ME : M a r s h Sponsore d Programs PH ON E 1-8 77-320-93 9 3 I f.,C3 No\: 515-365-089 5 IAtr-No C vt\• a divisio n of Mar sh USA In c. E-MAI L riskm a n a q e m e nt@ m a r s hpm.com Ve ndor ID : 31 4 59 ADDRE SS: PO B ox 14404 D es M oi nes, IA 503 06-9686 IN SURER /SJ AFFORDING COVE RA GE NA IC # IN SURER A : Old ReDubl ic In sura n ce C omDa nv 24 147 INS URED IN SURER B : HARRIS & ASSOCIATES, INC INSURER C : 1401 W ill ow P ass Roa d , Ste 500 Concord , CA 945 20 IN SURER D: INSURER E: IN SURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: TH IS IS TO CER TIF Y THAT THE POLIC IES OF INSURANC E LI ST ED BELO W HAVE BEEN ISS UED TO TH E IN SURED NAMED ABO VE FOR THE POLI CY PERIO D IN DIC ATED . NOTWITH STANDING ANY REQ UI REMEN T, TERM OR CO NDITI ON OF ANY CO NTRA CT OR OTHER DOC UMEN T WITH RESP ECT TO WHI CH THI S CER TI FICA TE MA Y BE ISSU ED OR MAY PERT AI N, THE IN SU RANC E AFFOR DED BY THE POLI CIES DES CRI BED HERE IN IS SUBJE CT TO ALL THE TE RMS, EXC LU SIONS AND CO NDITI ON S OF SUCH POLI CIE S. LI MIT S SHO WN MAY HAVE BEEN RE DU CED BY PAID CLAIMS . IN SR ADD L SUBR POL ICY EFF POLIC Y EXP LTR TYP E OF INSUR ANCE '"'~n ... ~ PO LI CY NUMBER IMMID DIYYYYl IM M/DDIYYYYl LIMITS COMM ERCIAL GENE RA L LI ABILI TY EACH OCCURRENCE $ -D CLA IMS ·MADE D OCCUR DAMAc.;E 10 I<CN TED PREMISES IEa occurrence) $ -MED EXP (Any one pe rson) $ PERSONAL & ADV INJU RY $ >-- GEN'L AGGREGATE LIMI T APPLIES PER : GENERAL AGGREGATE $ ~ D PRO D LOC PROD UCTS· COMP/OPAGG $ PO LI CY JEC T OTHER: $ AUTO MOBIL E LIAB ILITY fE~~~b~~~l lNGLE LI MI T S 1,000.000 - X ANY AUTO BODILY INJ URY (Per per son) $ >--ALL OWNED -SCHEDULED A AUTOS AUTOS X X L100554·17 08/01/2017 08/01/201 8 BODILY INJURY (Per acc ident) s >---NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per acc identl $ --s UMBRELLA LIAB H OCCUR EACH OCCURRE NCE $ >-- EXC ESSLIAB CLAIMS-MADE AGGREGATE $ OED I I RETE NTION $ $ WO RK ERS COMPENS ATION I ~ffTUT E I I OfH. AND EMPLOYERS' LIABILITY ER Y /N ANY PROPR IETOR/PAR TN ER/EXEC UTI VE D N/A E.L. EAC H ACC ID ENT $ OFF ICER /MEMBER EXCLUDED? (Mandatory In NH) E.L. DI SEAS E · EA EMP LOYEE $ gm~rtrri~ '/rf'gP ER ATIONS below E.L. DI SEA SE · POLICY LI MI T $ DES CRIPTION OF OPERATI ONS / LOCATI ONS /VEH ICL ES (A CO RD 10 1, Add ition al Remar ks Sc hedul e, may be att ach ed If more space Is requ ired) GPBR : 1XL1 Policy provides protection for a ny & a ll opera tions/jobs performed by th e named ins ured where required by wri tt en con tract. Certificate holder is an Additional In sured where required by writt en contract. Waiver of Subrogation included where required by written contract. Insurance is primary and non-co ntrib utory. RE : O n-call Esti mating Servic es Additiona l In sured: C ity and it s affil iates, officers, officia ls, partners, representa ti ves and agent s. CERTIFICATE HOLDER CANCELLATION 121-0101 (2017) SHOULD AN Y OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C ity of Cupert ino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN C a rme n Lynaugh ACCORDANCE WITH THE POLIC Y PROVISIONS . Public Works Project M a n a g e r 10300 Torre Ave nue AUTHOR l~TIVE C upe rtino, CA 9501 4 ·~ I © 1988-2014 ACORD CORPORATION. All rights reserved . ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 6 42 4346 OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Schedule Person(s) or Organization(s): 121-0101 (2017) City of Cupertino Carmen Lynaugh Public Works Project Manager 10300 Torre Avenue Cupertino, CA 95014 1. SECTION II -COVERED AUTOS LIABILITY COVERAGE , A. Coverage , 1. Who Is An Insured is amended to include the person(s) or organization(s) des ignated in the Schedule above but only for damages : a. Which are covered by this insurance; and b. Which you have agreed to provide in a written contract. 2. The limits of insurance afforded to such person(s) or organization(s) will be : a. The minimum limits of insurance which you agreed to provide, or b. The limits of insurance of this policy whichever is less. CA 560 002a 1213 L 100554-17 Page 1 of 1 HARRIS & ASSOCIATES , INC 08/01 /20 17 -08/0 1/2 018 POLICY NUMBER : COMMERCIAL AUTO CA 04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HARRIS & ASSOCIATES, INC Endorsement Effective Date: 08/01/2017 Name(s) Of Person(s) Or Organization(s): SCHEDULE All persons or organizations as required by written contract or agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown In the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04441013 L 100554-17 0 Insurance Services Office, Inc., 2011 HARR IS & ASSOCIATES, INC Page 1 of 1 08/01/2017 • 08/01/2018 IL 10 (12/06) OLD REPUBLIC INSU RANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED/DESIGNATED INSURED AMENDMENT -PRIMARY AND NON -CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE Designated Person(s} or Organization(s): All persons or organizations where required by written contract. WHO IS AN INSURED (S ECTION II) is amended to include the person(s} or organization(s) shown in the above Schedule, but only with respect to "accidents" arising out of work being performed for such person(s) or organization(s). As respects any person(s) or organization(s} shown in the above Schedule with whom you have agreed in a written contract to provide primary insurance on a non-contributory basis, this insurance will be primary to and non -contributing with any other insurance available to such person(s} or organizations(s). PCA 048 06 07 L 100554-17 '· Page 1 of 1 HARRIS & ASSOCIATES, INC 08/01/2017 • 08/01/2018 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND HARRIS & ASSOCIATES FOR DEVELOPMENT REVIEW SERVICES THIS AGREEMENT, is entered into this I st day of July, 2016, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Harris & Associates, a California Corporation whose address is 17450 Monterey Street, Suite 150 , Morgan Hill , California 95037 (hereinafter referred to as "Consultant") (collectively referred to as the "Parties"). RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupe11ino Municipal Code. B. Consultant is specially trained , experienced and competent to perform the special se rvices which will be required by this Agreement. C. Consultant possesses the skill, experience, abilit y, background , certification and knowledge to provide the services desc ribed in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for development review services upon the terms and conditions herein. NOW, THEREFORE, the Partie s mutually agree as follows: I. TERM The term of this Agreement shall commence on July 1, 20 I 6, and shall terminate on June 30, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set fo11h in Exhibit "B," attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed FIFTEEN THOUSAND dollars ($15,000.00) base d on the rates and terms set forth In Exhibit "A," which is attached hereto and incorporated herein by this reference. 4 . TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Page I of 10 Harris & Associates "On-call" Contract, FY 16 -17 Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents . Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, ifrequired, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his /her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION C~nsistent with City's policy prohibiting harassment and discrimination, Consultant agrees that it shall not harass or discriminate against a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis ofrace, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS IZl Standard Indemnification: Consultant shall, to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the negligent performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors . Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other cost s and fees of litigation. The acceptance of the Services by City shall not operate as a waiver of the right of indemnificat ion. The provisions of this Section survive the completion of the Services or termination of this Contract. Page 2 o f 10 Harris & Associates "On-call" Co n tract, FY 1 6-1 7 I 0. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement , Consultant shall furnish City with certificates showing the type , amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D ". Such ce11ificates, which do not limit Consultant's indemnification , shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail , Attention: City Manager." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he /she has agreed to provide comprehensive general and automotive liability insurance , Consultant shall look solely to his /her insurance for recovery. Consultant hereby grants to City, on behalfof any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein , a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C . Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Cit y shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. City, its City Council, boards and commissions, officers , employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance , required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled und er this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium , deductible po11ion of any loss, or expense of an y nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy . E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits . It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and /or limits shall be available to the additional insured City. Fu11hermore, the requirements for coverage and limits sh a ll be the minimum coverage and limits specified in this Agreement , or the broader coverage and maximum Page 3 of 10 Harris & Associates "On-call" Contract, FY 16-17 limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater . 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest , and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make ce11ain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, sublease , hypothecate, or transfer this Agreement , or any interest therein , directly or indirectly, by operation of Jaw or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void , and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a pai1nership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Page 4 of 10 Harris & Associates "On-call" Contract, FY 16 -17 agreement prior to commencement of any work and will provide proof of compliance to City. 14. PERMITS AND LICENSES Consultant, at his /her sole expense, shall obtain and maintain during the term of this Agreement , all appropriate permits , certificates and licenses including , but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 15 . REPORTS A. Each and every repo11, draft, work product, map , record and other document , hereinafter collectively referred to as "Report", reproduced , prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Repo11s created pursuant to this Agreement. Any Repo11 , information and data acquired or required by this Agreement shall become the prope11y of City , and all publication rights are reserved to City. Consultant may retain a copy of any rep011 furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant ma y be used by City in execution or implementation of: (I) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and /or ( 4) Other City projects as City deems appropriate. C. Consultant shall, at such time and in such form as City may require, furnish repo11s concerning the status of services requir ed under this Agreement. D. All Repo11s required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16 . RECORDS Consultant shall maintain complete and accurate records with respect to sales , costs, expenses , receipts and other such information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times , and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with suppo11ing documents , shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final pa yment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records , and the City's supplemental Pa ge 5 of IO Harris & Associates "On-call" Contract, FY 16-17 examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a po1tion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term , condition, or provision of this Agreement. 18. ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to: • Using paper products made with recycled content and recycled/remanufactured toner and ink jet cartridges ; • Printing with soy or low volatile organic compounds (VOC) inks ; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal's Industrial and Institutional Cleaners Standard ; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols . 19 . NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices , demands, requests , or approvals shall be addressed as follows: TO CITY: City of Cupe1tino 10300 Torre Ave. Cupertino CA 95014 Attention: Timm Borden, Director of Public Works TO CONSULT ANT: Harri s & Associates 17450 Monterey Street, Suite 150 Morgan Hill, CA 95037 Patrick Dobbins, Director of Community Services 20. TERMINATION Pa ge 6 of IO Harris & Associates "On-call" Contract, FY 16-17 In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option , at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination if for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant's failure to perform its material obligations under this Agreement. Upon termination , Consultant shall immediately deliver to the City any and all copies of studies, sketches , drawings , computations , and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. 22. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the pa1iies are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara , State of California. 23. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted, exhibited , displayed any signs , adve1iising, show bills , lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24 . WAIVER A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein , whether of the same or a different character. 25 . INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Paiiies, and all preliminary negotiations and agreements of Page 7 o f 10 Harris & Associates "On-call" Contract, FY 16-17 whatsoever kind or nature are merged herein . No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 28 . CAPTIONS AND TERMS The captions in this Agreement are for conv enience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF , the parties have caused the Agreement to be executed. CONSULTANT Harris & Associates B y:·~rt(__ ~·'N-5 Title ~ \'.ffiv\,Wl)v N\"<Jj Date: --~-----~ C$ APPROVED AS TO FORM : ~ ~ City Attorney ATTEST: b.dC, QQ_M{t /0,)/,/h C ity Clerk CITY OF CUPERTINO A Municipal Corporation .~ By ?,/ ~ TitleJ::i; @~ oF :t"-bk L.br~5 Date \ o~<Z,d th D O ve r $175,0 0-Council Approva l Required D O ve r $45,000-Department Head Ap proval Required I)<;) Up to $45,000-Des ignated Sup erv isor App roval Required RE ~J:i;.FORAPPROVAL Chad Mosley, Senior Civil Engineer Exh ibits: (C heck box fo r exhibits th at ap pl y to thi s co nt ract and att ach) IZI Exhibit "A"-Scope of Services Page 8 of 10 Harris & Asso ciates "On -call" Cont ract , FY 16-17 D Exhibit "B"-Schedule of Performance D Exhibit "C"-Compensation ~ Exhibit "D "-Insurance Requirements and Proof of Insurance D Exhibit "E"-Mandated Repo1ting Acknowledgement D Exhibit "F"-Background/Fingerprint/TB Declaration D Exhibit "G"-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H" -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION ACCOU N T N U M BER AMOUNT PO #2017-~le(;, $15,000 .00 Acct #: 100-82-804 700-702 Total: $15,000.00 9 Exhibit A Scope of Services and Compensation 1. Scope of Services: Consultant shall provide development review services as requested by the City of Cupertino. This includes the following: a) Meetings, communications and coordination with city staff b) Review and provide written comments on improvement plans, maps, technical studies, cost estimates and other supporting documents d) Site visits to observe existing condition (as needed) e) Coordinate with the applicant and/or applicant's engineer including participating at any meetings (as directed by city staff) IL Compensation: City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit shall not exceed $15,000 .00. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City . III. Rates: Bob Guletz, C ity Surveyo r $230 Patri ck Dobbins, Program Manager $225 Bob Williamson , Pl ,m Examin e r $150 Le o Bar<1jas , Plan Examiner $120 Other staff may be used on this contract with advanced approval by city staff. IV. Invoices In order to request payment, Consultant shall submit invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed during that quarter, personnel who performed the services, hours worked, task(s) for which work was performed). V. Reimbursable Expenses Normal project related reimbursable expenses such as printing, postage, delivery service, long distance phone calls, facsimile transmissions, mileage, and special project-related supplies. VI. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. IIJI Harris & Associates ... RATE SCHEDULE Applicable to "Development Review Services" for the City of Cupertino Effective August 1, 2016 -June 30, 2017 ENGINEERING SERVICES Pr o ject Di rec t ors and Prog ram Managers Senior Pr o ject Managers Project Managers Projec t Engineers Technicians Adminis t ration CONSTRUCTION MANAGEMENT Construction Managers Assis t ant Co n struc ti on Managers Inspec t ors (prevaili ng wage rate)* Inspect ors (non-prevailing wage rate) Adminis t ration HOURLY RATE $190-235 170 -225 150-200 135-175 100-160 75 -130 HOURLY RATE $150-220 135 -1 75 135-165 11 5-155 75 -1 30 Notes : Unless otherwise indicated in the cost proposa l, our hourly ra t es include most direc t costs such as travel, equipment, vehicles, computers, communications and reproduction (except large quant iti es such as construc t ion documents for bidding purposes ). *I nspec t o rs a re sub jec t t o th e Preva ilin g Wage Ra t es establi sh e d by the Californ ia Depart ment of Indus t rial Relat ions wh il e perform ing f ie ld dut ies on public ly funded projects. Subconsu ltant and vendor charges are subjec t t o a l 0% markup. Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (I) Workers' Compensation : Statutory coverage as required by the State of California. (2) Liability : (3) (4) Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100 ,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above . Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury : $500,00 0 each occurrence Property Damage : $100 ,000 each occurrence or Combined Single Limit: $500,000 each occurrence Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000 ,000.' 10