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21-213 Silicon Valley Bicycle Coalition, Bicycle Safety Training of City Elementary and Middle SchoolsBicycle Safety Training of City Elementary and Middle Schools
Page 1 of 9 Professional/Consulting Contracts /Version: August 2021
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and Silicon Valley Bicycle Coalition (“Contractor”), a Non-Profit for Bicycle Safety Training of
City Elementary and Middle Schools, and is effective on the last date signed below (“Effective
Date”).
2. SERVICES
Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in
Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry
out its work in compliance with any applicable local, State, or Federal order regarding COVID-19.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on June 30, 2023 (“Contract
Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the
effective date and shall be completed by June 30, 2023. The City’s appropriate department head
or the City Manager may extend the Contract Time through a written amendment to this
Agreement, provided such extension does not include additional contract funds. Extensions
requiring additional contract funds are subject to the City’s purchasing policy.
3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the
Schedule of Performance, attached and incorporated here Exhibit B.
3.3 Time is of the essence for the performance of all the Services. Contractor must have
sufficient time, resources, and qualified staff to deliver the Services on time.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Services an amount that will based on actual costs but that will be capped so as not to exceed
$18,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and
rates included in Exhibit C, Compensation attached and incorporated here. The maximum
compensation includes all expenses and reimbursements and will remain in place even if
Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted
without prior written approval of City.
4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty (30) days of completion of
Services, Contractor must submit a requisition for final and complete payment of costs and pending
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claims for City approval. Failure to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor
and any of its employees, agents, and subcontractors shall not have any claim under this Agreement
or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security,
disability, unemployment, workers compensation or employee benefits of any kind. Contractor
shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or
charges applicable to Contractor’s business including, but not limited to, federal and state income
taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf
of Contractor. Should any court, arbitrator, or administrative authority, including but not limited
to the California Public Employees Retirement System (PERS), the Internal Revenue Service or
the State Employment Development Division, determine that Contractor, or any of its employees,
agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in
amounts payable under this Agreement, or to promptly remint to City any payments due by the
City as a result of such determination, so that the City’s total expenses under this Agreement are
not greater than they would have been had the determination not been made.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidential details the
disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence
all City information provided by City to Contractor and use it only to perform this Agreement.
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Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, “Work Product”), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall be shown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising
out of this Agreement is considered “works for hire” and all copyrights to the Work Product will
be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.
Contractor may use copies of the Work Product for promotion only with City’s written approval.
7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this
Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City
may use or modify the Work Product of Contractor or its sub-contractors prepared or created under
this Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor’s performance, benchmarks and deliverables, which must be available
to City for review and audit. The records and supporting documents must be kept separa te from
other records and must be maintained for four (4) years from the date of City’s final payment.
9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
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therein, directly or indirectly, by operation of law or otherwise, without prior written consent of
City. Any attempt to do so will be null and void. Any changes related to the financial control or
business nature of Contractor as a legal entity is considered an assignment of the Agreement and
subject to City approval, which shall not be unreasonably withheld. Control means fifty percent
(50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, dur ing the term of
this Agreement and for one year thereafter, will reference the City’s contributions in making the
project possible. The words “City of Cupertino” will be displayed in all pieces of publicity,
including flyers, press releases, posters, brochures, public service announcements, interviews and
newspaper articles. No signs may be posted, exhibited or displayed on or about City property,
except signage required by law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City,
from and against any and all liability, damages, claims, actions, causes of action, demands,
charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to
litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from
this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or performance
of Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City’s confidential and proprietary Information;
(e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark,
or service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must
accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request,
Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this
Agreement.
11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’
compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in
the Agreement shall be construed to give rise to an implied right of indemnity in favor of
Contractor against City or any Indemnitee.
11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order, or other transaction.
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11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this Section 11 from each and every subcontractor, or any other person o r
entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.
Failure of City to monitor compliance with these requirements imposes no additional obligations
on City and will in no way act as a waiver of any rights hereunder.
11.6. This Section 11 shall survive termination of the Agreement.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as
Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as
required by City. City will not execute the Agreement until City approves receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations
covered, and the effective and expiration dates of coverage. Failure to comply with this provision
may result in City, at its sole discretion and without notice, purchasing insurance for Contractor
and deducting the costs from Contractor’s compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and
regulations applicable to this Agreement. Contractor will promptly notify City of changes in the
law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor
is responsible for verifying the employment authorization of employees performing the Services,
as required by the Immigration Reform and Control Act.
13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If
the Scope of Services includes a “public works” component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious
creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy,
age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome
(AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination
laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735,
1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination,
Contractor understands that harassment and discrimination directed toward a job applicant, an
employee, a City employee, or any other person, by Contractor or its employees or sub-contractors
will not be tolerated. Contractor agrees to provide records and documentation to the City on
request necessary to monitor compliance with this provision.
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable
to this Agreement and must avoid any conflict of interest. Contractor warrants that no public
official, employee, or member of a City board or commission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be
required to file a conflict of interest form if Contractor makes certain governmental decisions or
serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of
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Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and
employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all
other rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager. The City assigns Cherie Walkowiak as the City’s representative for all
purposes under this Agreement, with authority to oversee the progress and performance of the
Scope of Services. City reserves the right to substitute another Project manager at any time, and
without prior notice to Contractor.
Contractor Project Manager. Subject to City approval, Contractor assigns Chelsea Biklen as its
single Representative for all purposes under this Agreement, with authority to oversee the progress
and performance of the Scope of Services. Contractor’s Project manager is responsible for
coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule
of Performance. Contractor must regularly update the City’s Project Manager about the progress
with the work or any delays, as required under the Scope of Services. City written approval is
required prior to substituting a new Representative.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts therefor at any time. Contractor will be
compensated for satisfactory Services performed through the date of abandonment, and will be
given reasonable time to assemble the work and close out the Services. With City’s pre-approval
in writing, the time spent in closing out the Services will be compensated up to a maximum of ten
percent (10%) of the total time expended to date in the performance of the Services.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid
for satisfactory Services rendered through the date of termination, but final payment will not be
made until Contractor closes out the Services and delivers the Work Product.
17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to
this Agreement must be filed with the Superior Court for the County of Santa Clara, State of
California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending 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.
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18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the
prevailing party will be entitled to reasonable attorney fees and costs.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City’s waiver of a breach shall not constitute waiver of another provision or breach.
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between
the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written,
between the Parties. Any modification of this Agreement will be effective only if in writing and
signed by each Party’s authorized representative. No verbal agreement or implied covenant will
be valid to amend or abridge this Agreement. If there is any inconsistency between any term,
clause, or provision of the main Agreement and any term, clause, or provision of the attachments
or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will
be inferred herein. Either party may request an amendment to cure mistaken insertions or
omissions of required provisions. The Parties will collaborate to implement this Section, as
appropriate.
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in
no way affect, limit, or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found
by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in
force and effect to the extent allowed by such ruling. All other terms and provisions of this
Agreement or their application to specific situations shall remain in full force and effect. The
Parties agree to work in good faith to amend this Agreement to carry out its intent.
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25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law,
and Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino
Office of the City Manager
10300 Torre Ave.
Cupertino, CA 95014
Attention: Cherie Walkowiak
Email: cheriew@cupertino.org
To Contractor:
Silicon Valley Bicycle Coalition
96 N 3rd St, Suite 375
San Jose, CA 95112
Attention: Chelsea Biklen
Email: chelsea@bikesiliconvalley.org
27. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that
Contractor has full right, power, and authority to enter into and carry out all actions contemplated
by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a
legally binding obligation of Contractor. This Agreement may be executed in counterparts, each
one of which is deemed an original and all of which, taken together, constitute a single binding
instrument.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation
By By
Name Name
Title Title
Date Date
Shiloh Ballard
Executive Director
Sep 16, 2021
Shiloh Ballard
Sep 16, 2021
Transportation Manager
David Stillman
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APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Christopher D. Jensen
Sep 16, 2021
Exhibit A
Scope of Work
Silicon Valley Bicycle Coalition for the
City of Cupertino Safe Routes to School Program
Aug 16, 2021-June 30, 2023
Task: Bicycle Education
Silicon Valley Bicycle Coalition (SVBC) will provide bicycle safety education and on-bike skills
training for schools. SVBC may provide in-class education, bike rodeos, and group rides.
All events will be subject to Santa Clara County public health guidelines and accommodations
and could include:
• Canceling or postponing in-person events
• Limiting size of in-person events to 14 students or less
• Social distancing between SVBC staff and students
• Wearing of face masks
• COVID-19 health waivers and checklists before the event
• Other requirements/guidelines as they arise.
See here for more information: https://www.cdph.ca.gov/Programs/CID/DCDC/Pages/COVID-
19/K-12-Guidance-2021-22-School-Year.aspx
The City of Cupertino will:
1. Provide adequate facilities to host activities provided by SVBC
2. Coordinate with school administrators
3. Promote activities to school teachers, parents, and students
SVBC will:
1. Provide staff and equipment required to conduct educational presentations, bicycle
rodeos, and group rides.
2. Work with City of Cupertino to schedule bicycle education, including presentations,
rodeos, and workshops.
Task Schedule:
• The bike rodeo and workshop dates are to be scheduled
• SVBC will arrive one hour prior to each bike rodeo and workshop to set up the skills
course
Task Payment:
Cost for each:
• bike rodeo is $750
• classroom bike presentation is $300
• bike workshop (which includes a bike safety presentation, skills drills, then a
neighborhood ride) is $1350
Payment will be made to Silicon Valley Bicycle Coalition within 30 days following completion of
contracted service.
Exhibit B
Schedule of Performance
Silicon Valley Bicycle Coalition for the
City of Cupertino Safe Routes to School Program
Aug 16, 2021-June 30, 2023
Silicon Valley Bicycle Coalition (SVBC) will provide bicycle safety education and on-bike skills
training for schools. SVBC may provide in-class education, bike rodeos, and group rides. This
work will take place during the 2021 and 2022 school years, approximately from Aug 16, 2021-
June 30, 2023. Classes, rodeos, and workshops will be scheduled in collaboration with City of
Cupertino and the schools.
Exhibit C
Compensation
Silicon Valley Bicycle Coalition for the
City of Cupertino Safe Routes to School Program
Aug 16, 2021-June 30, 2023
Cost for each:
• bike rodeo is $750
• classroom presentation is $300
• bike workshop (which includes a bike safety presentation, skills drills, then a
neighborhood ride) is $1350
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EXHIBIT D
INSURANCE REQUIREMENTS
For Services and Activities Involving Children
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the performance of the
work hereunder and the results of that work by the Contractor, his agents, representatives, employees,
or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office (“ISO”) Form CG 00 01
covering CGL on an “occurrence” basis, including property damage, bodily injury and personal &
advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit
applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25
03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
a) It shall be a requirement under this agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or limits
shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits
specified in this agreement; or (2) the broader coverage and maximum limits of coverage of
any insurance policy, whichever is greater.
b) Additional Insured coverage under Contractor's policy shall be "primary and non-
contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at
least as broad as ISO CG 20 10 04 13
c) The limits of insurance required may be satisfied by a combination of primary and umbrella
or excess insurance, provided each policy complies with the requirements set forth in this
Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision
that such coverage shall also apply on a primary basis for the benefit of City before the City’s
own insurance or self-insurance shall be called upon to protect City as a named insured.
2. Sexual Abuse/ Molestation insurance or the equivalent are required for contracts involving children
in after school activities, recreational programs, athletics, studies, transportation of students. Covers
potential claims of abuse or child molestation. Sexual Abuse/Molestation coverage must be included
under General Liability or obtained in separate policies in an amount of not less than $1,000,000 per
occurrence ($2,000,000 aggregate) and $3,000,000 excess/umbrella coverage.
3. Automobile Liability: ISO Form Number CA 0001 covering Code 1 (any auto), or if Contractor
has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per
accident for bodily injury and property damage. (Note – required only if auto is used in performance
of work; otherwise proof of personal auto liability policy may suffice)
2
4. Workers’ Compensation insurance as required by the State of California, with Statutory Limits,
and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily
injury or disease. (Not required if Contractor provides written verification it has no employees).
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, City
requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor.
Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to City.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are
to be covered as additional insureds on the CGL and automobile liability policies with respect to liability
arising out of the Services performed by or on behalf of Contractor including materials, parts, or
equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85
or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20
37 if a later edition is used.
Primary Coverage
For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at
least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers
shall be excess of Contractor’s insurance and shall not contribute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with
written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.
Waiver of Subrogation
Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may
acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related
investigations, claim administration and defense expenses within the retention. The policy shall provide,
or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or
City.
Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have
an AM Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better.
3
Verification of Coverage
Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or
copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations
and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the
Services. City retains the right to demand verification of compliance at any time during the Contract.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements
stated herein, and Contractor shall ensure that City is an additional insured on insurance required from
subcontractors.
Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City
reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer,
coverage or other special circumstances.
CG 20 26 04 13 © ISO Properties, Inc., 2004 Page 1 of 1
POLICY NUMBER: SBCGL0054504 COMMERCIAL GENERAL LIABILITY
CG 20 26 04 13
ADDITIONAL INSURED DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
Any person or organization you are required to add as an additional insured to this policy by written contract or
written agreement which is currently in effect or coming into effect during the term of this policy and executed
prior to the occurrence of any "property damage", "bodily injury", or "personal and advertising injury".
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. 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", "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:
1. In the performance of your ongoing operations;
or
2. In connection with your premises owned by or
rented to you.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
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
9/1/2021
93105
CUPERTINO
SAN JOSE
CASANTA BARBARA
40 E. ALAMAR AVE.
HUB INTERNATIONAL INS SERVICES INC/ CL CSC Certificate@Hanover.com
(800) 533-7215 (866) 828-2424
Massachusetts Bay Ins Co 22306
WDF A848500 06Y
4
1,000,000
1,000,000
1,000,000
A 05/01/2021 05/01/2022
Waiver of Subrogation as provided by form WC040306.
CA 95109
CA 95014
SILICON VALLEY BICYCLE
COALITION
PO BOX 1927
10300 TORRE AVENUE
THE CITY OF CUPERTINO
N
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA
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 _____% of the California workers' compensation premium otherwise
due on such remuneration.
Schedule
Person or Organization Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective Policy No.Endorsement No.
Insured
Insurance Company
Countersigned By
WC 04 03 06 (Ed 04-84)
BLANKET - ONLY WHERE REQUIRED BY CONTRACT
2
WDF-A848500-06
MASSACHUSETTS BAY INSURANCE COMPANY
Confirmation of Coverage
Dear: Esther Ceballos, Bolton & Company - Pasadena Date: Jul 13, 2021
Attached please find (Carrier/Mkt Co) quotation RPS has secured on your behalf for the above mentioned risk.
Please review the attached and below carefully as coverage described herein may be different from the original
application submitted, or prior policy if applicable.
Insured: City of Cupertino DBA: Department of Recreation and Community Services,
Public Works Department
RPS Reference #: BK1366362A
Mailing Address: 10185 N. Stelling Road, Cupertino,CA95014
Carrier: Underwriters at Lloyd's, London / Non-Admitted AM Best Rating: A XV
Policy Number: MR214153
Policy Period: 7/1/2021 to 7/1/2022
Coverage: Special Casualty - Sexual Misconduct
Limit: per Carrier terms attached
Policy Premium: $31,500.00
Taxes: $1,023.75 (tax state Surplus Tax/Fee)
Fees: (if any are fully earned)
TRIA: Status:
TOTAL: $32,523.75
Commission %: Minimum Earned Premium: 5%
Home State: CA
The State Surplus Lines Notice applies only if Insurance Carrier is shown as Non-Admitted in the Binder
Information Section.
Conditions/ Subjectivities: per Carrier terms attached
Please see attached company quote for complete limits, terms, conditions, and exclusions.
Please note:
• You are responsible for reviewing and explaining the coverage to the client, including any options, available or not from our
office. The terms hereon are not fully described and no assumption should be made as to the adequacy of the coverage of
the risk to the client.
• You are not an Agent of the insurer, and as such, cannot bind coverage nor make any commitments on behalf of the
insurer, nor of us. This policy cannot be assigned to another without the written consent of the insurer or their Agent.
• Th is document is intended for use as evidence that the insurance, as described herein, has been effected and shall be
subject to all terms and conditions of policy(ies) which will be issued and that in the event of any inconsistency herewith, the
terms and provisions of such policy(ies) shall prevail.
• If this policy is issued on a non-admitted basis, your office is responsible for completing, collecting and delivery to RPS any
required surplus lines forms, taxes and fees from the insured. RPS will remit the applicable taxes and forms to the state.
If this policy is subject to the surplus lines laws in your state, you should make every effort to comply with any special
provisions and regulations of your state.
• By binding you commit to any provisions contained hereon, such as Minimum Earned Premiums. There are no flat
cancellations allowed.
• When requesting a policy change, addition, cancellation, endorsement, etc. you must provide every policy number/
coverage to which the request applies.
• You are responsible for the issuance and review of Certificates of Insurance (COI). COIs cannot amend or alter the terms
provided herein.
• In the event of a claim please report immediately and visit the RPS Claims website: https://my.rpsins.com/claimsfnol
• All premiums and any fees are due to RPS within 20 days of binding unless otherwise stipulated. Accounts with payments
that are overdue and are not received within this time frame are subject to cancellation.
If you have any questions, please feel free to call or email me. We look forward to our next opportunity to work with you.
Sincerely,
Shawn McCall
Risk Placement Services, Inc. - PNP
Phone: 630-773-3800
Email: shawn_mccall@rpsins.com
CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE
Form: SML Safeguard Wording - 623AFB00213
Policy Number: TBA
Renewal of: MR204153
Named Insured: City of Cupertino g Parks and Recreation Department,
Public Works Department
Principal Address: 10300 Torre Avenue, Cupertino, CA 95014
Policy Period:From: 1st July 2021 To: 1st July 2022
Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1.
Limit of Liability:
a)USD 5,000,000 for all Claims for Wrongful Acts against any one Victim
b)USD 5,000,000 for all Claims for Wrongful Acts against all Victims, but
sub-limited to:
c)USD 50,000 for all Safeguard Costs resulting from all Circumstances
Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability
stated in 3.b) above.
Retention:
USD 35,000 any one Victim
Premium:
USD 31,500
Notification pursuant to Clause IX. shall be given to:
Claims Department Beazley
30 Batterson Park Road,
Farmington,
CT 06032.
claims@beazley.com
(860) 677 3765 (phone)
(860) 679 0247 (fax)
Retroactive Date:
1st July 2018
Pending or Prior Litigation Date:
1st July 2018
Service of Suit:
Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104-
Choice of Law:
New York
Conditions:
Application Dated: TBA
#California Surplus Lines Notice 1- LMA9098A
California Complaints Notice - LMA9136A
Small Additional or Return Premiums Clause (U.S.A.) g NMA 1168
Nuclear Incident Exclusion Clause-Liability-Direct g NMA 1256
Radioactive Contamination Exclusion Clause-Liability - NMA 1477
War and Terrorism Exclusion g NMA 2918
Several Liability Notice g LSW1001
Sanctions Limits Clause - LMA 3100
Beazley Safeguard Education Document
Tysers Safeguard Enhancement Endorsement
Cyber Acts Clarification
Amended Definition of Independent Contractor Endorsement g as attached
U.S Classification:
Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road,
Rolling Meadows, IL 60008
License Number: 0C66724
State of Filing:
CA
Subject to:
1) Renewal application to be resigned and dated within 30 days of inception
2) Confirmation of the Surplus Lines Broker. Including name of individual, company
name, address and license number.
All subjectivities to be received within 7 working days of binding otherwise Underwriters
reserve the right to amend terms or cancel ab initio.
Brokerage: 20% or same net equivalent downwards, plus taxes as applicable
Information: Employees g 294 Independent Contractors -70
Exposure Units g 97,000
Nature of Business g Municipality
Cancellation by an Insured may result in a short rate calculation to determine
the return premium, subject to 5% minimum earned of the total premium.
SVBC for Bicycle Safety Training of City
Elementary and Middle Schools
Final Audit Report 2021-09-16
Created:2021-09-16
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAoZWKPJ6Hq58OMfPeI5mrJX9yueVvOurC
"SVBC for Bicycle Safety Training of City Elementary and Middle
Schools" History
Document created by City of Cupertino (webmaster@cupertino.org)
2021-09-16 - 1:16:16 AM GMT- IP address: 35.229.54.2
Document emailed to Julia Kinst (juliak@cupertino.org) for approval
2021-09-16 - 1:17:51 AM GMT
Document approved by Julia Kinst (juliak@cupertino.org)
Approval Date: 2021-09-16 - 1:18:23 AM GMT - Time Source: server- IP address: 216.198.111.214
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
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Approval Date: 2021-09-16 - 2:37:09 PM GMT - Time Source: server- IP address: 73.170.27.253
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Document e-signed by Shiloh Ballard (shiloh@bikesiliconvalley.org)
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Signature Date: 2021-09-16 - 11:52:00 PM GMT - Time Source: server- IP address: 136.24.42.212
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Document e-signed by David Stillman (davids@cupertino.org)
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Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2021-09-16 - 11:58:26 PM GMT - Time Source: server- IP address: 162.245.20.145
Agreement completed.
2021-09-16 - 11:58:26 PM GMT
