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14-028 4Leaf for public works inspections and building inspection services for Apple Campus 2 (AC2) Phase 1 BuildingsSIXTH AMENDMENT TO AGREEMENT 14-028 BETWEEN THE CITY OF CUPERTINO AND 4LEAF. INC. FOR PUBLIC WORKS INSPECTIONS AND BUILDING INSPECTIONS FOR APPLE CAMPUS 2 This Sixth Amendment to Agreement 14-028 between the City of Cupertino and 4Leaf, Inc., for reference dated May 21 , 2018, is by and between the CITY OF CUPERTINO , a municipal corporation (hereinafter "City") and 4Leaf, Inc. a California Corporation ("Consultant") whose address is 2126 Rheem Drive, Suite A , Pleasanton, CA 94588 , and is made with reference to the following: RECITALS: A. On February 10 , 2014 , an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Phase 1 building inspections and public works inspection at Apple Campus 2 . The agreement will expire on June 30 , 2019 . B. On July 8, 2015 , City and Consultant agreed to the First Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. C. On October 20, 2016, City and Consultant agreed to the Second Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. D. On August 22, 2017, City and Consultant agreed to the Third Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. E. On January 25 , 2018 , City and Consultant agreed to the Fourth Amendment for Phase l building inspections and public works inspection at Apple Campus 2. F. On May 21 , 2018, City and Consultant agreed to the Fifth Amendment for Phase l building inspections and public works inspection at Apple Campus 2. G. The Agreement and the First, Second, Third, Fourth, Fifth and Sixth Amendments are collectively referred to as the "Agreement" unless otherwise indicated. H. 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. COMPENSATION TO THE CONSULTANT Paragraph 3 of the agreement is modified to read as follows: Compensation shall be increased by this amendment in the amount not to exceed $47 ,500 for Phase I Public Works Inspection for a total contract amount not to exceed $3 ,839 ,879 .00 . 2. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"-Request for Additional Budget to Continue Providing Public Works Inspections for the City of Cupertino in Support of the Apple Campus 2 Project, Cupertino, CA. 3. Except as expressly modified herein, a ll other terms and covenants set fo1ih in the Agreement sha ll remain the same and shall be in full force a nd effect. JN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. ·__k;~~::;.,±:-:;r.===-~~~~re~~~ !Jo..r~ -------'----'---=-~__,__,_~~~~~='-=A-f=, ~. REC ~ENDED FOR APPROVAL ~:i,,mu~rl- City Clerk EXPENDITURE DISTRIBUTION PO 112015-57 100-73-715 900-923 100-82-804 900-923 Both Accounts Building Inspections Public Works Inspections Original $8,310,998.00 $1,120,392.00 $9,431,390 .00 Amendment #1: -$933,712.00 $933,712.00 Amendment #2: $3,450,399.00 $1,310,977.00 4,761,376.00 Amendment #3: $1,537,344.00 $292,546.00 $1,829,890 .00 Amendment #4 : $900,831.00 $98,127.00 $999,048.00 Amendment #5: -$36,625 $36,625 Amendment #6 $47,500 $47,500 -- Total: $14,199,572.00 $ 3,839,879.00 $18,039,451 4LEAF, INC. ENG I N E ER I NG • CONSTR U CT ION MANAGEMENT • I NSPECTI ON • PLAN CHECI< Submitted to ChadM@cupertino.org via E-mail as PDF Document June 19, 2018 City of Cupertino Public Works Department 10300 Torre Avenue Cupertino, CA 95014 Attn: Chad Mose ly , P.E . Subject: Request for Additional Budget to Continue Providing Public Works In spections for the City of Cupertino in Support of the Apple Campus 2 Project, Cupertino, CA. This letter is being submitted by 4LEAF , Inc. (4LEAF) to the City of Cupertino (City) to request additional budget to continue providing Public Works inspections in support of the new Apple Campus 2 project. This additional budget request is a follow-up to the most recent budget request submi tted on May 11, 2018 (and approved as Budget Amendment No . 5 executed on May 21, 2018). Under that budget request, we assumed the project would be completed by June 15, 2018. The most recent update provided by the contractors is that the striping on Tantau should be completed on approximate ly June 22, 2018 and that the On-site BMPs are anticipated to be completed by approximate ly the 2nd week of July 2018. Based on the continued extens ion of the project completion date, we will have exhausted the authorized budget in Amendment No. 5 on June 18, 2018. As a result, 4LEAF is requesting a budget amendment in the amount of Forty Seven Thousand and Five Hundred Dollars $47,500 to continue providing Public Works Inspection services and project documentation through project close out. This requested amount will provide budget through July 27, 2018 in the event the contractor's completion date extends past their current projection s. It is noted that to date the contractor has not met any of the previous completion dates that have been provided to 4LEAF and has resulted in 4LEAF having to request and the City approve multiple budget amendments. Please note that 4LEAF will only bill the hours that are spent on the project as part of this budget amendment request . 4LEAF appreciates the opportunity to prepare th is proposal for the City of Cupertino. If you have any questions, please feel free to give me a call at {925) 462 -5959 or via e-mail at gbarry@4leafinc.com. Respectfully submitted, ~ .)~,}~2-__ ~C!Y ·- Gene A. Barry, P.E. Vice President/ Principal Engineer 4LEAF, Inc. Cc: Abby Ayende, City of Cupertino (Submitted to abiqailA@Cupertino.org via E-mail as PDF Document) 2 1 26 RHEEM DRlVE • PLEASANTON, CA 94588 o P H ONE (925) 462-59 59 o F AX (925) 462-5958 8896 NORTH WIND IN G WAY o FAIR OAKS, CA 95628 o PHONE (9 1 6) 965-001 0 • FAX (916) 965-00 ·1 3 FIFTH AMENDMENT TO AGREEMENT 14-028 BETWEEN THE CITY OF CUPERTINO AND 4LEAF, INC. FOR PUBLIC WORKS INSPECTIONS AND BUILDING INSPECTIONS FOR APPLE CAMPUS 2 This Fifth Amendment to Agreement 14-028 between the City of Cupertino and 41-eaf, Inc., for reference dated May 21, 2018, is by and between the CITY OF CUPERTINO, a municipal corporation hereinafter "City") and 4Leaf, Inc. a California Corporation ("Consultatit") whose address is 2126 Rheem Drive, Suite A, Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A. On February 10, 2014, an agreement was entered into by and between City and Consultant hereinafter "Agreement") for Phase I building inspections and public works inspection at Apple Campus 2. The agreement will expire on June 30, 2018. B. On July 8, 2015, City and Consultant agreed to the First Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. C. On October 20, 2016, City and Consultant agreed to the Second Amendment for Phase I building inspections and public works inspection at Apple Campus 2. D. On August 22, 2017, City and Consultant agreed to the Third Amendment for Phase I building inspections and public works inspection at Apple Campus 2. E. On January 25, 2018, City and Consultant agreed to the Fourth Amendment for Phase I building inspections and public works inspection at Apple Campus 2. F. The Agreement and the First, Second, Third, Fourth, and Fifth Amendments are collectively referred to as the "Agreement" unless otherwise indicated. G. 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. COMPENSATION TO THE CONSULTANT Paragraph 3 of the agreement is modified to read as follows: Compensation shall be increased by this amendment in the amount not to exceed $36,625 for Phase I Public Works Inspection for a total contract amount not to exceed $17,991,951.00. 2. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"- Request for Additional Budget to Continue Providing Public Works Inspections for the City of Cupertino in Support of the Apple Campus 2 Project, Cupertino, CA. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONS L 'ANT B v Title: Gene Barrv.Vice President-4LEAF. Inc RECQMMEND OR APPROVAL B Titlee(v vt I VLt EXPENDITURE DISTRIBUTION CITY OF Fol QRTJNO By jL` Title Cii1((. ltd Ca l lit r APSPVPDASTOVP61 City Att rney ATT,ES'£: , D 6'- City Clerk PO #2015- 57 100-73-715 900-923 Building Inspections 100-82-804 900-923 Public Works Inspections Both Accounts Original 8,310,998.00 1,120,392.00 9,431,390.00 Amendment #1: 933,712.00 933,712.00 Amendment #2: 3,450,399.00 1,310,977.00 4,761,376.00 Amendment #3: 1,537,344.00 292,546.00 1,829,890.00 Amendment #4: 900,83 1.00" 98;127.00 998,958.00 Amendment #5: 36,625 36,625 Total: 14,199,572.00 3,792,379.00 17,991,951.00 M LEAF, INC. ENGINEERING e CONSTRUCTION MANAGEMENT • INSPECTION • PLAN CHECK Submitted to ChadM@cupertino.or4 via E-mail as PDF Document May 11, 2018 City of Cupertino Public Works Department 10300 Torre Avenue Cupertino, CA 95014 Attn: Chad Mosely, P.E. Subject: Request for Additional Budget to Continue Providing Public Works Inspections for the City of Cupertino in Support of the Apple Campus 2 Project, Cupertino, CA. This letter is being submitted by 4LEAF, Inc. (4LEAF) to the City of Cupertino (City) to request additional budget to continue providing Public Works inspections in support of the new Apple Campus 2 project. This additional budget request is a follow-up to the most recent budget request submitted on April 16, 2018 (and approved as Budget Amendment No. 4 executed on May 2, 2018). Under that budget request, we assumed the project would be completed by May 18, 2018. 1 spoke with our Public Works Inspector, Anthony Fanucchi to provide me with the current status of remaining work items: Anthony spoke with Meg Thomas at Apple and the tentative start date for striping on Tantau is May 21, 2018. Anthony also spoke with Hunter with Sierra and was told that they are waiting for the template from the supplier but anticipates being on site May 21St and the striping to take 5 to 7 working days. On-site BMPs: Anthony called Trubeck and Apple and was told that they hope to have a hard schedule this coming Monday or Tuesday. They have been unable to get test results from the landscaper for the percolation tests in order for the remainder of this work to be completed or signed off on by Anthony. Based on the continued extension of the project completion date, we anticipate we will exhaust the authorized budget in Amendment No. 4 by May 16, 2018. As a result, 4LEAF is requesting a budget amendment in the amount of Thirty Six Thousand, Six Hundred and Twenty Five Dollars $36,625 to continue providing Public Works Inspection services and project documentation through project close out currently assumed to be June 15, 2018 including hours to complete project documentation closeout). 4LEAF appreciates the opportunity to prepare this proposal for the City of Cupertino. If you have any questions, please feel free to give me a call at (925) 462-5959 or via e-mail at gbarry@41eafinc.com. Respectfully submitted, Gene A. Barry, P.E. Vice President/ Principal Engineer 4LEAF, Inc. Cc: Ari Lattanzi, City of Cupertino (Submitted to aril@Cupertino.orq via E-mail as PDF Document) 2126 RHEEM DRIVE a PLEASANTON, CA 94588 s PHONE (925) 462-5959 e FAX (925) 462-5958 8896 NORTH WINDING WAY 0 FAIR OAKS, CA 95628 0 PHONE (916) 965-0010 0 FAX (916) 965-0013 EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Set -vices 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 M MUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultanfs 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. 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 ordisease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D -Insurance Requirements.for Design Professionals & Consultants Contracts Form Updated Feb. 2018 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 Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Farm CG 20 10 (H/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiulns, Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery, of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self -Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A -VII, orbetter. 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. I xh. D -Insurance Requirements for Design Professionals & Consultants Contracts Form 1.)'7dated Feb. 2018 i AC40RDP CERTIFICATE OF LIABILITY INSURANCE FDATE (h1MfDDiYYI'Y) 4!4?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 Granite Professional Insurance Brokerage Inc. 6600 Koll Center Parkway #100 Pleasanton CA 94566 CONTACT NAME: Cert Team PHONE . 925-462-8400 (AIC No :925-462-8888E E- LLAQ, MAILADDREss, certreouest@graniteins.com INSURERS AFFORDING COVERAGE NAIC z1, INSURER A: Travelers Property Casualty Company of America 25674 i INSURED 4LEAlIcC-01 INSURER B: State Compensation Insurance Fund 'SCIF) 35076 4LEAF Inc. 2126 Rheenl Drive INSURER C: National Union Fire Ins. Co PA 19445 INSURER D: Evanston Insurance 35378PleasantonCA94588 INSURER E: Vtlest American Insurance Com n INSURER F: 1 POLICY ! J LOC i-- JECT COVERAGES CERTIFICATE NUMBER: 1004723845 REVISION NUMBER: 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. INSR ` TYPE OF INSURANCE ! ADDLiSUBRI LTR +V I POLICY EFF i POLICY NUMBER MMfDD'YYYY) I POLICY EXP I I MMlODRNYY I LIMITS Ai X COMMERCIAL GENERAL LIABILITY 1' Y 43300,125B720 4!912018 Er'9!2079 EACH OCCURRENCE S 2.000.000 DAAGE TO RENTED CLAItJ.S-MADE ' OCCUR MAGE Ea occOrrencei : S 1,000.000 i t RiED EXP (Any one person) S.00D PERSONAL & ADV INJURY 4 2.000.000 GEN'LRGGP,EGATE LIMIT APPLIES PER: ! x PRO- I I 1 GENERAL AGGREGATE i 44,000.000 I1POLICY ! J LOC i-- JECT I PRODUCTS - COMPIOP AGG $4100G,000 I OTHER' Ii AUTOMOBILE LIABILITY i Y I BAvV (19) 58506441 ': 479:,'-053 4/9;20:9 I `=OAic, r SINGLE LithlT acc dzn}} 00D DOD t X ' AIdY AUTO I I Ijca I BODILY 114JURY(Per person) 5 ALL OWNED —i SCHEDULEDj I a0 ILY INJURY (Per accident) S AUTOSf !! AUTOS i ------ X X NON -OWNED 1 PROPERTY DAMAGE i HIRED AUTOS " i AUTOS i I I =P?recciden( Ii I I i 3 S C ! UMBRELLA LIAB' X OCCUR t` N EBU 0142: 8474 4!3!20:8 4l9f201S EACH OCCURRENCE j $5.000.030 X EXCESS LIAB CLAIMS -MA DE i AGGREGATE s 4 5.000.0 J 4DEDIXIRETENTION4n _.._ t Q I WORKERS COMPENSATION i j N iAND EMPLOYERS LIABILITY YJNf i 9009858 4!91201,8 4;=:2019 " IER ! O1ERV !--- ""'- ----- F.NY P .OPRiETGR/PA-cTtecP+ YECUTiVE I EL. EACH ACCIDENT $ 1.000._000 OFFICERi1.LF,d5ER EXCLUDED? NIA i Mandatory in NH} ; E.L. DISEASE - EA EMPLOYEd 41,000.000_ If yes, describe under j DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 41.000.000 D Professional Liability i FAKLV7PLG003105 4!112015 4w,1112019 Eads Clam 2.000.000 I Annual Aggregate 2.000.00D I I Retention 50.000 DESCRIPTION OF OPERATIONS t LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All operations of the named insured. Certificate holder is named as additional insured to General Liability and Automobile Liability policies per attached endorsements CGD3810915 and CA 88100113. Waiver of subrogation applies to General Liability per endorsement CGD3810915. VViaiver of subrogation applies to Auto Liability per endorsement CA88100113. Additional Insureds: City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers. City of Cupertino Attn: Aarti Shrivastava 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number 680OJ268720 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION 1l — WHO IS AN INSURED: Any person or organization that you agree in a written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any professional services".. g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: 1) The "bodily injury" or "property damage" for which coverage is sought occurs; and 2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance", But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 09 15 © 2015 The Travelers Indemnity Company. Ali rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal Injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved, CG D3 $1 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with Its permission COMMERCIAL AUTO Policy Number BAA1856458228 CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT ACCIDENTAL AIRBAG DEPLOYMENT AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS AMENDED FELLOW EMPLOYEE EXCLUSION AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE BROAD FORM INSURED BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) EXTENDED CANCELLATION CONDITION EXTRA EXPENSE -BROADENED COVERAGE GLASS REPAIR - WAIVER OF DEDUCTIBLE HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) HIRED AUTO COVERAGE TERRITORY LOAN / LEASE GAP PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) PERSONAL EFFECTS COVERAGE PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE RENTAL REIMBURSEMENT SUPPLEMENTARY PAYMENTS TOWING AND LABOR TWO OR MORE DEDUCTIBLES UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US SECTION Il - LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED PROVISION NUMBER 3 12 19 5 13 1 22 2 23 10 15 6 20 14 16 11 8 9 4 7 17 18 20 SECTION It - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: 1) Is a partnership or joint venture, or 2) Is an insured under any other automobile policy: or 3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: 1) If there is similar insurance or a self-insured retention plan available to that organization; 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc„ with its permission. Page 1 of 7 2) If the Limits of Insurance of any other insurance policy have been exhausted; or 3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION 11 - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": 1) Only with respect to the operation, maintenance or use of a covered "auto"; 2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and 3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: 2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. 4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION 11 - LIABILITY, exclusion B.S. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: 1) $50,000; or 2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or 3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: 1) Any "auto" that is hired, rented or borrowed with a driver; or 2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS is amended by adding the following: Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered auto" classified and rated as a private passenger type, "light truck" or "medium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", _we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident' or 'loss", to an "auto" for which we also pay a 'loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident' or 'loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. C. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If 'loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this. policy for an "auto" you own and that auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION ill - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 2013 Liberty Mutual Insurance CA 88 10 01 13 includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR- WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to 'loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and C. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit' or 'loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: 1) How, when and where the "accident" or "loss" tool; place; 2) The "insureds" name and address; and 3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f, For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 FOURTH AMENDMENT TO AGREEMENT 14-028 BETWEEN THE CITY OF CUPERTINO AND 4LEAF, INC. FOR PUBLIC WORKS INSPECTIONS AND BUILDING INSPECTIONS FOR APPLE CAMPUS 2 This Fourth Amendment to Agreement 14-028 between the City of Cupertino and 4Leaf, Inc., for reference dated January 25, 2018, is by and between the CITY OF CUPERTINO, a municipal corporation hereinafter "City") and 4Leaf, Inc. a California Corporation ("Consultant") whose address is 2126 Rheem Drive, Suite A, Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A. On February 10, 2014, an agreement was entered into by and between City and Consultant hereinafter "Agreement") for Phase 1 building inspections and public works inspection at Apple Campus 2. The agreement will expire on June 30, 2018. B. On July 8, 2015, City and Consultant agreed to the First Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. C. On October 20, 2016, City and Consultant agreed to the Second Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. D. On August 22, 2017, City and Consultant agreed to the Third Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. E. The Agreement and the First, Second, Third, and Fourth Amendments are collectively referred to as the "Agreement" unless otherwise indicated. F. 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. TERM Paragraph 1 of the Agreement is modified to read as follows: The term of this Agreement shall commence on February 10, 2014 and shall terminate on June 30, 2019, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Paragraph 2 of the Agreement is modified to read as follows: Consultant shall perform building inspection and public works inspections as set forth in Exhibit A to the Fourth Amendment, which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO THE CONSULTANT Paragraph 3 of the agreement is modified to read as follows: Compensation shall be increased by this amendment in the amount not to exceed $900,831 for Phase 1 Building Inspection and $98,127 for Public Works Inspection for a total contract amount not to exceed 17,955,326. 4. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"- Scope of Services: Apple Campus 2 Phase i Building Inspection Service Estimates January 1, 2018 — June 30, 2018; Night Shift Inspection Estimate January 22, 2018 — March 30, 2018; Request for Addition Budget to Continue Providing Public Works Inspections b. Exhibit "D" — Insurance Requirements 5. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CON D TANT T1 Gene Barry -President 4LEAF Inc. a i: w EXPENDITURE DISTRIBUTION WAA=V11I1- 0, 110)(MR471MIP17 - APPRO AST F I'ZM City LoZey r z // PO #2015- 57 100-73-715 900-923 Building Inspections 100-82-804 900-923 Public Works Inspections Both Accounts Original 8,310,998.00 1,120,392.00 9,431,390.00 Amendment #1: 933,712.00 933,712.00 Amendment #2: 3,450,399.00 1,310,977.00 4,761,376.00 Amendment #3: 1,537,344.00 292,546.00 1,829,890.00 Amendment #4: 900,831.00 98,127.00 999,048.00 Total: 14,199,572.00 3,755,754.00 17,955,326.00 City of Cupertino - Apple 2 Campus - Inspection Services Preliminary Manpower and Cost Estimate ODC, (SuRnxro, Lil,rxrv, Site T—.port, etc.) 55,001) Tnt l Eoi—I'd Cots: 5749911 Notes: E.vtunuW costo are It—I lwr Clic 2017 mlc. 1- Ivio: ncg,•a0ntion Fl E. Putt=rim. Equiealenl Or)Cs - Ohhcr Oiryc•1 Costs. Sec nmched Fee ticheduic for hourly rues ;uul h:.vin nY eharxes his sch.<lulo ie In drnn,nsvale. av prnjucled coelx' f r senice. 'Phis eGimal. is Ynr Ilx Iini. pe+ia! uf.lan, 7.11x ,hrough June , 201x. Ihrac xen'icex are hr.,yond the initial ? 1 Month 0-1-1i &I -Jul. I h —, 20141ivnugh Jul) 2U 16)11m1 wm Inulucl d by the City at ,inw nfe+nll'ucl u—id and the I i month xi dule pmvi,icd auhrerrycutly (Auxu.l 201611 -ugh J1tn. 2011 and 0:. oJdAi.,,A estimate of Julc 201? to December 2u I7). Ans hours nr slmT ng in addm,,n ,, the ywmnlus Irslcd almv. will —p—id--d —11- authnt.:eliou ;tam Oce Citv3 ('hici Duild'u,x Offmial prior to cumm.rlc.mcw oY any additional sm•ae>. C.,uuhaut shall xabma, t Lhc C'hiel'B IJ.,S O!lldai'a mqull. a dlaaikd v ,Uo, jv q+usal indudu:g a dcsruptiun orthc s..1 l' additlonvl .mci..s. se}r.d01c. anJ Iva}:.,acd maximum...... This eaiu,um is a snaight lu?ur duy svilh no nixht sFnlis b:ulx.t+d. This esti—w iv itulcpcn?knl of the I'h:,.0 2 esunwm and added Phos+: 2 wopc. Estimoto rcOcctn only Jautmry 2UIri - Suna 1UIX. 4LL'M 11ucs ua conlroi c.nlcadors uu•-ons and ni.0,ods unJ wdl s.rvu:c all inslvclimt rcqucas. No C—ti-tion S.Iwdalcr —.. procid d m 4LEAF. V4IE", INC. IP20,8 I On Sit. Bulidinx Inxpectiona AL'2 Mwn 13 ilJmg ti Rc.ta?vout AU *1'hcmn: AC2 Fill-, Cans AC2 C—,al Phan AC2 On -Sit. and Off -Sit. Public Werk, Hurl Pln,ac 2lmpccttvn4 Pr<cidcJ on Scparnr C•„.timnt. LI -AD INSPE('COR stimxlcJ I%1 Il:+ 2 2 1 1 U 0 n 0 n p Fiinwl.d H.— 52 04 352 1” 169 0 a n 0 0 1) l,i,% Fatmm,,d Cut(csly.—1 Thomand-M 149 43 n 47 Stn V., SO 11 0 SO o o 1238-103 ASSISTANT INSPECTORS Eslmwlcd FTH, 3.5 3:5 1.5 1 1 n 0 0 U 0 n 0 V.,tim,wa H.". 6i, 532 grid hill 184 0 U 0 n 0 0 0 1,71+1 E .,-wd Ccm—pre.wd m'11. --da of $) 13 63 31 20 27 0 0 80 o o 0 0 S203,117 ADMINISTRATOR Fm cd 171'1is U 0 11 0 0 U U 1) O 0 0 ia(nnm.d 1 Lmn 0 0 0 0 It 0 0 II 0 0 0 0 0 F.::rinul.d t'oa (.xpr.sad in'!'huuxm,ds of SJ 0 o 0 n SO 0 so So 0 1J 0 50 s0 PW RESIDENT ENGINEER (Sip-itt.) Iiuliman:J FII . f) 0 0 0 0 U U 0 n 1 U 1 Esunmled 16nn.. 0 O 0 U 0 0 0 0 0 o n o 0 Fstin:.dcd C.,,t p+aprcsxed in'i'houanodn ors) So 0 SO o n Y, So so o SO 0 s0 s0 PW INSPECTOR (&p—ft) Eaunwa•d P'1 Fis 0 U 0 G 1 n 0 0 n 0 1 0 E'Ainwted llnurs 0 0 0 0 0 u u 0 0 0 0 0 0 E.1un-1W Cost (exp'..+attl m ilna:s,uul—M d I1) o o VI o o o 0 o o 0 50 OFFICE ENGINEER E.tmm rod 1:LE, 2 1 1 1 1 I 0 1 0 0 n 0 ixlimal.J l!mlcs 351 132 171, lex 184 168 0 0 0 0 tl 0 1.2(+) E"1w d .-p—d m Th. m:unl.. of $) 49 1/ S23 SN 16 24 0 SO I So o o S168,540 PROJECT AIANAGEMF.NT Flimat.d Ffl?s 0025 0.025 OMS 0.u25 0025 0.025 u 0 0 0 U 0 1•- hg-wJ 11— 4 n 4 J n n n 0 0 0 0 0 21 i:atinu:la) Coyt (.y,reescd i. 11 --d-11) 1 1 51 S1 Gl 1 So 40 so 0 0 SI, S5,899 All,—.- rnr O-j,fim. 26! 5124,152 ODC, (SuRnxro, Lil,rxrv, Site T—.port, etc.) 55,001) Tnt l Eoi—I'd Cots: 5749911 Notes: E.vtunuW costo are It—I lwr Clic 2017 mlc. 1- Ivio: ncg,•a0ntion Fl E. Putt=rim. Equiealenl Or)Cs - Ohhcr Oiryc•1 Costs. Sec nmched Fee ticheduic for hourly rues ;uul h:.vin nY eharxes his sch.<lulo ie In drnn,nsvale. av prnjucled coelx' f r senice. 'Phis eGimal. is Ynr Ilx Iini. pe+ia! uf.lan, 7.11x ,hrough June , 201x. Ihrac xen'icex are hr.,yond the initial ? 1 Month 0-1-1i &I -Jul. I h —, 20141ivnugh Jul) 2U 16)11m1 wm Inulucl d by the City at ,inw nfe+nll'ucl u—id and the I i month xi dule pmvi,icd auhrerrycutly (Auxu.l 201611 -ugh J1tn. 2011 and 0:. oJdAi.,,A estimate of Julc 201? to December 2u I7). Ans hours nr slmT ng in addm,,n ,, the ywmnlus Irslcd almv. will —p—id--d —11- authnt.:eliou ;tam Oce Citv3 ('hici Duild'u,x Offmial prior to cumm.rlc.mcw oY any additional sm•ae>. C.,uuhaut shall xabma, t Lhc C'hiel'B IJ.,S O!lldai'a mqull. a dlaaikd v ,Uo, jv q+usal indudu:g a dcsruptiun orthc s..1 l' additlonvl .mci..s. se}r.d01c. anJ Iva}:.,acd maximum...... This eaiu,um is a snaight lu?ur duy svilh no nixht sFnlis b:ulx.t+d. This esti—w iv itulcpcn?knl of the I'h:,.0 2 esunwm and added Phos+: 2 wopc. Estimoto rcOcctn only Jautmry 2UIri - Suna 1UIX. 4LL'M 11ucs ua conlroi c.nlcadors uu•-ons and ni.0,ods unJ wdl s.rvu:c all inslvclimt rcqucas. No C—ti-tion S.Iwdalcr —.. procid d m 4LEAF. V4IE", INC. IP20,8 4LEAF, INC. ENL -(4l tNMG CONSTRUC?(Q^i MANAGEMENT Bu,Lnliz4 Cocc. DATE: 01/16/18 JOB No.: J1848 CLIENT: City of Cupertino PROJECT: Apple Campus 2 LOCATION: Cupertino. CA SCHEDULE: 1/22'18 to 3/30/18 Fee Structure & Billing Rates This proposal is a Change Order Request from the Inspection Estimate originally emailed on 1/2/2018. If accepted, this total will be added to the estimate of'S749,911. This is a straight time estimate to provide ":'sight Time"Inspections for the Apple Campus 2 blain Building due to an increase in night time inspections. 4LEAFutilized the current negotiated rates with the established might time urulitplier off. 125established in the contact antifee schedule. Shodd overtime be required by client, 4LEAF ivill bill 1.5 X the hourly rate for Overtime work. upon request. Staffsitbject to change widr approval from client. 4LEAF will continue to invoice the City of Crtpertino :Monthly and all figures and performance are sulfeet to our Prgfessional Services Agreement. Estlniate based upon a 40 hour a week schedule with a 20% allowance for overtime. This estimate is for 10 weeks. This is a time and materials estimate and anY unusedfindsods will not be billed to the client. No construction schedule was provided to 4LE.4 F by the City; Owner, or Contactor. qV4LEAF, INC. ENGINEERING • CONSTRUCTION MANAGEMENT a INSPECTION • PLAN CHECK Submitted to ChadM[@cuoertino.org via E-mail as PDF Document April 16, 2018 City of Cupertino Public Works Department 10300 Torre Avenue Cupertino, CA 95014 Attn: Chad Mosely, P.E. Subject: Request for Additional Budget to Continue Providing Public Works Inspections for the City of Cupertino in Support of the Apple Campus 2 Project, Cupertino, CA. This letter is being submitted by 4LEAF, Inc. (4LEAF) to the City of Cupertino (City) to request additional budget to continue providing Public Works inspections in support of the new Apple Campus 2 project. Including hours that will be invoiced through March 31, 2018, our current authorized Public Works budget will have a negative balance of $42,126.44. In the budget request submitted by 4LEAF in August 2017 and was the basis for the Third Amendment to Agreement 14-028, we assumed the project would be completed by February 2018. Based on a recent punch list walk and conversations between you and 4LEAF's Inspector, Anthony Fanucchi, the project is now projected to continue through late April to mid May 2018 (assuming the contractors have the necessary approvals and provide the necessary manpower and equipment to meet this schedule). 4LEAF is requesting a budget amendment amount of Ninety Eight Thousand, One Hundred and Twenty Seven Dollars $98,127 to cover the current budget variance of $42,126 and continue providing Public Works Inspection services and project documentation through project close out. The attached fee proposal provides a detailed breakdown of the assumed hours and billing rates for the period from between April 2 and May 18, 2018. 4LEAF appreciates the opportunity to prepare this proposal for the City of Cupertino. If you have any questions, please feel free to give me a call at (925) 462-5959 or via e-mail at gbarry@41eafinc.com. Respectfully submitted, Gene A. Barry, P.E, Vice President/ Principal Engineer 4LEAF, Inc. Enclosure: Detailed fee proposal Cc: Ari Lattanzi, City of Cupertino (Submitted to aril@ Cupertino. ora via E-mail as PDF Document) 2126 RHEEM DRIVE € PLEASANTON, CA 94588 a PHONE (925) 462-5959 * FAX (925) 462-5958 8896 NORTH WINDING WAY 0 FAIR OAKS, CA 95628 0 PHONE (916) 965.0410 ® FAX (916) 965-0013 gLr AF. ""` _ Fee Proposal to Perform April 16, 2018 Public Works Inspection Services Through Project Completion for the AC2 Project for the City of Cupertino a) The hourly rates for Project Manager and Public Works Inspector for January 2018 does NOT include annual escalation. b) Calendar Year 2017: Assumes one full-time Public Works Inspector to perform all off-site public works inspections and on-site inspections. For August 2017, assumes 9 days at 8 hours/day regular time and 2 hours/day overtime and 4 weekend days (Saturdays and Sundays) at 10 hours/day at overtime rate. For September 2017, assumes 20 days at 8 hours/day at regular time rate and 2 hours/day at overtime rate (no weekend work). For October, assumes 22 days at 8 hours/day regular time rate and 2 hours/day overtime rate and 3 Saturdays at 8 hours/day at overtime rate. For November, assumes 20 days at 8 hours/day at regular time rate and 3 Saturdays at 8 hours/day at overtime rate. For December, assumes 8 hours/day for 21 days at reeular time rate (no OT or weekend work). c) Calendar Year 2018: Assumes one full-time Public Works Inspector to perform all off-site and Mitigation A public works inspections with the following assumptions. For January 2018, assumes 22 days at 8 hours/day regular time rate (no OT or weekend work). For February 2018, assumes 20 days at 8 hours/day at regular time rate and 2 additional hours/day for 10 days at overtime rate for project closeout activities (no weekend work). d) Assumes 1 hour per week between April 2 and May 11, 2018 for Project Management activities. loft R aQ0 ao 3c f0` t 4i i Q tio L N O y O y c a"i d L a N Nd0 a mm a C RiE R a)Y V C Y N Y N g o o $ Sub C c 4; u W o^o v i a Task Task Task Description P N a =0 i-- u° Notes Hourly Rate$157.30 196.63 294.95 See Note (a) 1 Perform Public Works Inspections (April2 through May 11, 2018) [ Hours 444444 Hours Hours Hours ISee Notes (b) & 1a Perform Public Works Inspections for Project Closeout between April 2 and May 11, 2018. € 0 200 24 224 46,405 l(c). 1.b Closeout of Project Documentation / As -built Drawings. 4 40 0 44 8,494 1b Project Management. 7 0 0 7 1,101 See Note (d) Task 1 Subtotals: 231 56,000 2 Budget Needed to Cover Variance from Amendment No. 3 for Agreement 14-028. Task 2 Subtotals: 42,126 Total Add? Requested Budget: 98,127 a) The hourly rates for Project Manager and Public Works Inspector for January 2018 does NOT include annual escalation. b) Calendar Year 2017: Assumes one full-time Public Works Inspector to perform all off-site public works inspections and on-site inspections. For August 2017, assumes 9 days at 8 hours/day regular time and 2 hours/day overtime and 4 weekend days (Saturdays and Sundays) at 10 hours/day at overtime rate. For September 2017, assumes 20 days at 8 hours/day at regular time rate and 2 hours/day at overtime rate (no weekend work). For October, assumes 22 days at 8 hours/day regular time rate and 2 hours/day overtime rate and 3 Saturdays at 8 hours/day at overtime rate. For November, assumes 20 days at 8 hours/day at regular time rate and 3 Saturdays at 8 hours/day at overtime rate. For December, assumes 8 hours/day for 21 days at reeular time rate (no OT or weekend work). c) Calendar Year 2018: Assumes one full-time Public Works Inspector to perform all off-site and Mitigation A public works inspections with the following assumptions. For January 2018, assumes 22 days at 8 hours/day regular time rate (no OT or weekend work). For February 2018, assumes 20 days at 8 hours/day at regular time rate and 2 additional hours/day for 10 days at overtime rate for project closeout activities (no weekend work). d) Assumes 1 hour per week between April 2 and May 11, 2018 for Project Management activities. loft EXHIBIT D 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 MFUMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 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. 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 ordisease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D -Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 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 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 insin ince. 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 ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self -Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A -VII, orbetter. 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 -Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 A` J o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 4/4!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 Granite Professional Insurance Brokerage Inc. 6600 Koll Center Parkway #100 Pleasanton CA 94566 CONTACT NAME: Cert Team PHONN Ex 925 462-8400 AIC No): 925-462-8888 E- MAILo. ADDREss: certrequest@graniteins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty Company of America 25674 I MED EXP (Any one person) $ 5,000 INSURED 4LEAINC-01 4LEAF Inc. 2126 Rheem Drive INSURER B: State Compensation Insurance Fund (SCIF) 35076 INSURER C : National Union Fire Ins. Co PA 19445 INSURER D :Evanston Insurance 35378PleasantonCA94588 INSURER E: West American Insurance Com n GENERAL AGGREGATE $4,000.000 INSURER F: COVERAGES CERTIFICATE NUMBER: 1004723845 REVISION NUMBER: 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. INSRLTR TYPE OF INSURANCE ADDLSUBR i POLICY EFF POLICY NUMBER MM/DDIYYYY POLICY EXP MM/DD/YYW LIMITS A X ':, COMMERCIAL GENERAL LIABILITY Y Y 680DJ268720 I 4/9/2018 4/9/2019 EACH OCCURRENCE $ 2.000.000 I CLAIMS -MADE OCCUR i DAMAGE TO RENTED PREMISES (Ea occurrence) 1 $1,000,000 I MED EXP (Any one person) $ 5,000i i i I PERSONAL & ADV INJURY $ 2.000.000 GEN'LAGGREGATE LIMIT APPLIES PER:I i GENERAL AGGREGATE $4,000.000 X :POLICY JECOT- LOC i ' i PRODUCTS - COMPIOP AGG $ 4.000.000 OTHER: E I AUTOMOBILE LIABILITY Y Y BAw (191 58606441 4!9!2018 4/9/2013 COMBINED SINGLE LIMI $ Ea accident .,000.000 BODILY INJURY (Per persc.^.j $ X ANY AUTO i ALL OWNED SCHEDULED AUTOS AUTOS I BODILY INJURY (Par accident) $ I PROPERTY DAMAGE $ Per accidentXXNON -OWNEDHIREDAUTOSAUTOS ? C UMBRELLA LIAB X N NOCCUR ! EBU 0/4229474 4/9/2018 4/9/2019 EACH OCCURRENCE $_5.000.000 AGGREGATE $5.000.000IXIEXCESSLIABCLAIMS -MADE: DED X RETENTION $ 0 B ;WORKERS COMPENSATION N AND EMPLOYERS' LIABILITY Y / N 900:868 4/912018 4;9:2019 1 PER STATUTE ( RH ANY PROPRIETOR%PARTNER•EXECUTIVE OFFICERrldEAiBER EXCLUDED? N /A E.L. EACH ACCIDENT $ 1,000,000 E.L.DISEASE - EA EMPLOYE $1,000.000MandatoryinNH) If yes, describe under DESCRIPTION OF OPERATIONS below i E.L. DISEASE - POLICY LIMIT $ 1,000.000 D Professional Liability MKLV7PL0003105 4/11/2018 4/11/2019 I Each Claim 2.000.000 Annual Aggregate 2000,000 I Retention 50,000 DESCRIPTIONOF OPERATIONS! LOCATIONS ! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All operations of the named insured. Certificate holder is named as additional insured to General Liability and Automobile Liability policies per attached endorsements CGD3810915 and CA 88100113. Waiver of subrogation applies to General Liability per endorsement CGD3810915. Waiver of subrogation applies to Auto Liability per endorsement CA88100113. Additional Insureds: City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers. IaK I Ill -II -A t t HULUtK LANL MLLA t EUN City of Cupertino Attn: Aarti Shrivastava 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number 680OJ268720 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II.— WHO IS AN INSURED: Any person or organization that you agree in a written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you, The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any professional services g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: 1) The "bodily injury" or "property damage" for which coverage is sought occurs; and 2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 09 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO Policy Number BAA1856458228 CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT ACCIDENTAL AIRBAG DEPLOYMENT AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS AMENDED FELLOW EMPLOYEE EXCLUSION AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE BROAD FORM INSURED BODILY INJURY REDEFINED EMPLOYEES AS INSUREDS (including employee hired auto) EXTENDED CANCELLATION CONDITION EXTRA EXPENSE -BROADENED COVERAGE GLASS REPAIR -WAIVER OF DEDUCTIBLE HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) HIRED AUTO COVERAGE TERRITORY LOAN / LEASE GAP PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) PERSONAL EFFECTSCOVERAGE PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE RENTAL REIMBURSEMENT SUPPLEMENTARY PAYMENTS TOWING AND LABOR TWO OR MORE DEDUCTIBLES UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US SECTION II - LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED PROVISION NUMBER 3 12 19 5 13 1 22 2 23 10 15 6 20 14 16 11 8 9 4 7 17 18 20 SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: 1) Is a partnership or joint venture; or 2) Is an insured under any other automobile policy; or 3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: 1) If there is similar insurance or a self-insured retention plan available to that organization; 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 2) If the Limits of Insurance of any other insurance policy have been exhausted; or 3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": 1) Only with respect to the operation, maintenance or use of a covered "auto"; 2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and 3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: 2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. 4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: 1) $50,000; or 2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or 3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1;000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: 1) Any "auto" that is hired, rented or borrowed with a driver; or 2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS is amended by adding the following: Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered auto" classified and rated as a private passenger type, "fight truck" or "rnedium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 2013 Liberty Mutual insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", L Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. O 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS f SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or 'loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: 1) How, when and where the "accident" or "loss" took place; 2) The "insureds" name and address; and 3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS. paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 THIRD AMENDMENT TO AGREEMENT 14-028 BETWEEN THE CITY OF CUPERTINO AND 4LEAF, INC. FOR PUBLIC WORKS INSPECTIONS AND BUILDING INSPECTIONS FOR APPLE CAMPUS 2 This Third Amendment to Agreement 14-028 between the City of Cupertino and 4Leaf, Inc., for reference dated August 22, 2017, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4Leaf, Inc., a California Corporation ("Consultant") whose address is 2110 Rheem Drive, Suite A, Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A. On February 10, 2014, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Phase 1 building inspections and public works inspections at Apple Campus 2, which shall terminate on December 31St, 2017. B. On July 8, 2015, City and Consultant agreed to the First Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. C. On October 20, 2016, City and Consultant agreed to the Second Amendment for Phase 1 building inspections and public works inspection at Apple Campus 2. D. The Agreement and the First, Second and Third Amendments are collectively referred to as the "Agreement" unless otherwise indicated. E. 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: 11§114-01MW Paragraph 1 of the Agreement is modified to read as follows: The term of this Agreement shall commence on February loth, 2014 and shall terminate on June 30, 2018, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Paragraph 2 of the Agreement is modified to read as follows: Consultant shall perform building inspection and public works inspections as set forth in Exhibit A to the Third Amendment, which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO THE CONSULTANT Paragraph 3 of the agreement is modified to read as follows: Compensation shall be increased by this amendment in the amount of $1,537,344 for Phase 1 Building Inspections and $292,546 for Public Works Inspections, for a total amendment amount not to exceed $1,829,890. The new total contract amount shall not exceed $16,956,368. 4. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"- Scope of Services: Apple Campus 2 Phase 1 Building Inspection Service Estimates July 1, 2017 — December 31, 2017; Public Works Inspection Service Estimate July 2017 — February 28, 2018 5. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be ex cuted. CONSULTAM By . Title Kevin --u an - Pr dent 4LEAF Inc. RECOi lE .D/% VjITA TitleBy r 0106711 MA C I a I EXPENDITURE DISTRIBUTION CITY C PE Tie, By Title C Date l APP A O FORM: City Aeorney ATTEST: nd City Clerk C rr PO #2015- 57 100-73-715 900-923 Building Inspections 100-82-804 900-923 Public Works Inspections Both Accounts Original 8,310,998.00 1,120,392.00 9,431,390.00 Amendment #1: 933,712.00 933,712.00 Amendment #2: 3,450,399.00 1,310,977.00 4,761,376.00 Amendment #3: 1,537,344.00 292,546.00 1,829,890.00 Total: 13,298,741.00 3,657,627.00 16,956,368.00 SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND 4LEAF, INC. FOR BUILDING AND PUBLIC WORKS INSPECTIONS AT APPLE CAMPUS 2 This Second Amendment to the Agreement between the City of Cupertino and 4LEAF, Inc., for reference dated October 20, 2016, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4LEAF, Inc., a California Corporation Consultant") whose address is 2110 Rheem Drive, Suite A, Pleasanton, CA 94588 and is made with reference to the following: RECITALS: A. On February 10, 2014, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Phase 1 building inspection and public works inspections at Apple Campus 2. 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. SERVICES TO BE PERFORMED: Paragraph 2 of the Agreement is modified to read as follows: Consultant shall perform building inspection and public works inspection, set forth in Exhibit A, which is attached hereto and incorporated herein by this reference. 2. COMPENSATION TO CONSULTANT: Paragraph 3 of the agreement is modified to read as follows: Compensation shall be increased by this amendment in the amount not to exceed $3,450,399 for Phase 1 Building Inspections and $1,310,977 for Public Works Inspections for a total contract amount not to exceed $15,126,478. 3. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A,"- Apple Campus 2 Inspection Service Estimates August 1, 2016 — June 30, 2017 4. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT 4LEAF In . By --_ Title President Date 11/10/16 EXPENDITURE DISTRIBUTION MUNICIPAL CORPORATION City of 4-4By: Tid RECOMMENDED FOR APPROVAL: By: "A- '6" Title 11"171 ) C/ 1? APPROVED AS TO FORM: 1 0City Attorney ATTEST: o City Clerk PO #2015-57 100-73-715900-923 Building Inspection 100-82-804900-923 Public Works Inspection Both Accounts Original Contract 8,310,998.00 1,120,392.00 9,431,390.00 Amendment #1 933,712.00 933,712.00 Amendment #2 3,450,399.00 1,310,977.00 4,761,376.00 Total 11,761,397.00 3,365,081.00 15,126,478.00 4LEAF, INC. Albert Salvador, P.E., CBO Chief Building Official 10300 Torre Ave Exhibit A ENGINEERING • CONSTRUCTION MANAGEMENT • INSPECTION • PLAN CHECK September 7, 2016 Cupertino, CA 93014 RE: Apple Campus 2 Inspection Services Estimates (August 1, 2016 —June 30, 2017) Dear Mr. Salvador, We wanted to first say thank you for the opportunity to serve the City of Cupertino on the Apple Campus 2 (AC2) Project. We feel our partnership with the City has made for a very success project thus far and we hope to continue providing the same level of exemplary service the City has come to expect. We feel it is best to recap where we are today in hopes of providing an accurate accounting of the current contract and to propose an estimate and fee schedule to complete the project that has gone beyond the initial 31 Month estimate. Recap: In December of 2013, 4LEAF was awarded a Professional Services contract to provide Building and Public Works Inspections on behalf of the City of Cupertino. Based on the information provided by the City through the successful RFP process and subsequent information, the City of Cupertino requested a budget to include 31 Months of inspection and project administration services to cover January, 2014 through July, 2016. The Agreement was executed in February, 2014 and the contract term is valid through December, 2017. PhacP 1 In January, 2014, 4LEAF proposed and was granted a contract from the City of Cupertino in the amount of $9,431,390 to cover the 31 month period. 4LEAF was also granted two smaller contracts to cover other items not addressed in the RFP including a $54,000 contract for the Sound Wall, Batch Plant, and Demo Inspections and a contract for Temporary Facilities in the amount of $56,000. 4LEAF also received an increase in budget for an expanded scope of services for the Public Works Department in the amount of $933,712 in May, 2015. Here is the current cost accounting for the entirety of the 31 month budget: Job # Project Contracts Budget Per Contract Of Budget Complete Total Billed To Date Remaining Budget Status J1848 AC2 Building Inspection 8,310,998 87.29% 7,255,037 1,055,961 Open J1848 AC2 Public Works Inspection 2,054,104 109% 2,233,125 179,021) Open J1860 AC2 Sound Wall, Batch, Demo 54,000 64.12% 34,625 19,375 Closed J1866 AC2 Temp Facilities 1 56,000 90% 50,668 5,332 Closed TOTALS 10,475,102 91.39% 9,573,455 901,647 21 10 RHEEM DRIVE, SUITE A • PLEASANTON, CA 94588 • PHONE (925) 462-5959 • FAx (925) 462-5958 0 4LEAF, INC. ENGINEERING • CONSTRUCTION MANAGEMENT • INSPECTION • PLAN CHECK 4LEAF has provided the City a monthly summary report of all accounts as part of our invoicing procedures. Although we haven't been formally notified, we understand that the AC2 project is behind its anticipated 31 Month construction schedule. Per the City's request, 4LEAF has prepared a budget for the anticipated 11 Months to include September 1, 2016 through June 30, 2017. 4LEAF has utilized the current fee schedule and terms and conditions that exist in our Agreement. We have not provided a budget for August as the month is complete and we currently have a budget surplus. Phase 2 In August, 2015, 4LEAF was awarded Phase 2 of the AC2 project. With limited information and scope, 4LEAF proposed and was granted a contract for $347,256. Here is the current cost accounting for the Phase 2 Project: Job # Project Contracts Budget Per Contract Of Budget Complete Total Billed To Date Remaining Budget J1865 AC2 Phase 2 347,256 141% 490,016 142,760) TOTALS 347,256 141% 490,016 142,760) 4LEAF has provided: Estimate of fees for Phase 1 including breakdown of Full Time Equivalent (FTE) count by staff type per each month of construction. Phase 1 includes Main Building, Restaurant, Fitness Center, Corporate Theatre, North and South Parking Structures, and Central Plant. A copy of 4LEAF's Public Works estimate submitted under separate cover to Chad Mosely in July, 2016. Current Fee Schedule and Basis of Charges, including terms and conditions. Not Included: Invoice for August, 2016 (Pending) 21 10 RHEEM DRIVE, SUITE A • PLEASANTON, CA 94588 • PHONE (925) 462-5959 • FAX (925) 462-5958 4LEAF, INC. ENGINEERING • CONSTRUCTION MANAGEMENT • INSPECTION • PLAN CHECK We look forward to the opportunity to continue to serve the City of Cupertino. Should you have any questions, I may be reached on my office phone at (925) 462-5959 or by cellular phone at (925) 580- 4055. You may also reach me at ctole@41eafinc.com. Sincerely, 4LEAF, Inc. Craig Tole Director of Development Services/Principal Project Manager 21 10 RHEEM DRIVE, SUITE A s PLEASANTON, CA 94588 • PHONE (925) 462-5959 • FAX(925)462-5958 City of Cupertino - Apple 2 Campus - Inspection Services Preliminary Manpower and Cost Estimate 2016 1 2017 Task Phase I O. -Sit. Building AC2 Main Building & Restaurant AC2'I'huuc lnspc.tluns AC2 Fimes C,, AC2 Central Plant AC2 Parking Smacmrc On -Site and Off -Sit. Public Work.+ and Phase 2 histamine, Provided on Separate Estimate LEAD INSPECTOR Estimned FrEs Estimated flours Estimated Cast (e presscd in Thousands of $) ASSISTANT INSPECTORS Estimated FTE.., Estimated Hotus Estimated Cost (expressed in Thousands of $) ADMINISTRATOR Estimated FTEs Estimated Hours Estimated Cost (expressed in Thousands of $) PW RESIDENT ENGINEER (Separate) Estimated FTEs Esnnl wd He.. Estimated Cost (expresmd in Thousands of $) PW INSPECTOR (Separate) Estimated FTEs Estimated Flours Gstimm.cd Cost bspressed in Thousands of S) OFFICE ENGINEER Esurnowd FTEs Esdtatcd Hous Estimated Cost (csprcssed in Thousands or$) PROJECTMANAGEMENT Estimated FTEs Estimated Haus Estimated Cost (expre-d in Thousand of $) Allen-, tar Overtime (15%) ODCs (Software, Library, Site Transport, ere) 0 3.75 3.75 3.75 3.75 3.75 0 690 630 630 fim 630 so $97 588 S88 84 S88 0 11.5 11.5 11.5 9.5 7 0 2.116 1932 1,932 1.320 1.176 so 5250 5228 5228 5179 139 0 0 0 0.3 0.5 0.3 0 0 0 84 80 84 50 50 50 S7 S7 S7 0 0 0 0 0 0 0 0 0 n 0 0 so so 50 so 50 so 0 0 0 0 0 0 0 0 0 0 0 0 so so so 0 so 0 0 1.75 1.75 1.75 1.75 1.75 0 322 294 294 280 294 so $41 41 S41 39 341 0 0.1 0.1 0.1 0.1 0.1 0 18 17 17 16 17 so S5 5 S5 S4 S5 Notes: Estimated costs include 6% Maud Escalation for hourly mates far Years 2016 and 2017 FTE - Full -Time Equi, alent. 3.75 3.75 3.75 3.75 3.75 3.75 630 570 6% 600 690 660 7,020 S94 S85 $103 S89 5/03 S98 31,018}19 6 5 3.5 2.5 1.5 0.5 Im8 760 644 400 276 88 11,852 5126 $95 $81 $50 $35 $11 $1,420,781 0.5 0 0 0 0 0 84 0 0 0 0 0 332 S7 so SO SO so SO $28,02: 0 0 0 0 0 0 0 0 0 0 0 0 0 so 50 $0 so so 50 s0 0 0 0 0 0 0 0 0 0 0 0 0 0 so so $0 so so 50 s0 1.75 1.25 1.25 1.25 1.25 0.75 294 190 270 2m 230 132 2,760 44 518 $34 $30 $34 $20 $398,395 0.1 0.1 0.1 0.1 0.1 0.1 I6.S 15.2 18.4 16 18 I8 187 S5 S5 S5 SS S5 S5 S54}10 52.5.569 5,000 Total Estimated Costs: $3,450,399 ODCs -OtMx Direct Costs. Sec attached Fac Schedule far hourly rates and basis of charge..,. This mhad.]. is w demonsrm. our projected costs for services. This.sti-i is forth. time pariod of ANhgust, 2016 through Jumc, 2017. These x.rviess arc beyond the initial 31 Montt Construction Schedule (January 2014 through July 2016) that was budgeted by the City at time of contract award This I I month schedule is intended to show our cu nt mull coding of Um pricer mope. Any hums ur staffing in addition to the quantities listed above will require advanced written authorization from the City's Chief Building Official prior to commencement of any additional services. Consultant shall submit. at tire Chief Building OBScial's requcs. a deuilwl written proposal including a description ul' Uu swp: of additional services, schedule. and proposed maximum comlxnsation. 4LEAF does not control contractors taans and methods mud will mnlec all inspection requests per direction of the City of Cupertino. Public Works and Phase 2 Estimates ammach provided under apart. corer. July '2016 budget not shown as the Month is complete and -toed under initial 31 Month cost mhedulc T No Cmamoi timm Schedules were provided to 41 -EAR 41.EI1P'r LLe. 9/f/ZOI6 F, 9 AInc. Fee Proposal to Perform Resident Engineer and Public Works Inspection Services Between June 2016 and the Project Completion for the AC2 Project for the City of Cupertino I— Prnnnsnl Alt—ti— 1- PFrfnrm Racidant Fnninrer and Puhlir W—k, Incaertinnt ftFtwaan lune 1. 2D76 and Mav 31. 2017. Fee Pr000sal Alternative 2: On -Site Storm Drain Utilities Insoections !Overtime) 2 Perform Public Warks lnspectionsfor On -Site Storm Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Drainage Facilid . Hours Hours Hours Hours Perform Resident Engineer and Public Works 3a Inspections for Phase 3 Streetscape Activities between 1 0 lune 1, 2017 and August 31,2D17; 0 Fz 0 0 0 2a Perform On -Site Storm Drain Utilities Inspections 0 0 0 0 0 126 0 C o C 0 o w v° a a 0 0 0 0 0 c° u 0 0 0 0 0 82 $13,869 See Note (g) x n N 2 Totals: 126 $37,163 Alterna[ive3To[als: 1,122 $248,454 x x 0 6 to 2 t 'v t v o32 2E W Y`N 3 3 3= x V g = 3 Sub c c c n' n' C e o C x x a Task i m - i9 i9 i r i 3 z g au NotesTaskTaskDescriptionie. xa n xa ev C a' a' Hourly Rate 157.30 166.74 228.96 343.44 196.63 294.95 393.26 196.63 294.95 242.70 364.OS 208.43 312.64 416.86 See Note (a) Perform Resident Engineer and Public Works Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours1 Inspections (lune 1, 2016 through May 31, 2017/ Hours Hours Hours Hours Hours Perform Resident Engineer and Public Works See Notes (b) & Is Inspections for Phase 3 Streetscape Activities between 0 0 1,104 3 1,184 166 4 48 3 840 0 840 64 80 4,335 979,428 lune 1, 2016 an May 31, 2017. c) lb Project Management. 160 125 0 0 0 0 0 0 0 0 0 0 0 0 285 45,932 See Note (d) Alternative 1 Totals: 4,619 1,015,360 Fee Pr000sal Alternative 2: On -Site Storm Drain Utilities Insoections !Overtime) 2 Perform Public Warks lnspectionsfor On -Site Storm Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Drainage Facilid . Hours Hours Hours Hours Perform Resident Engineer and Public Works 3a Inspections for Phase 3 Streetscape Activities between 1 0 lune 1, 2017 and August 31,2D17; 0 0 0 0 0 2a Perform On -Site Storm Drain Utilities Inspections 0 0 0 0 0 126 0 0 0 0 0 0 0 I 0 126 $37,163 See Note le) Overtime). 0 0 0 0 0 0 0 0 0 0 0 82 $13,869 See Note (g) Alternative 2 Totals: 126 $37,163 Fee Pr000sal Alternative 3: Continaencv in the Event that the Completion Date Extends Past Mav 31, 2017 (assumes Draieet completion date of Auaust 31, 2017). 3 Perform Resident Engineer and Public Works Hours Inspections (June 1,1017 to August 31,1017) Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Perform Resident Engineer and Public Works 3a Inspections for Phase 3 Streetscape Activities between 1 0 lune 1, 2017 and August 31,2D17; 0 0 0 0 0 0 0 0 520 0 520 0 D 1,040 $234,585 See Note (f) 3b Project Management 0 82 0 0 0 0 0 0 0 0 0 0 0 0 82 $13,869 See Note (g) Alterna[ive3To[als: 1,122 $248,454 a) The hourly rates for Project Manager, Resident Engineer and Public Works Inspector for January 2017 include a 6% annual escalation. b) Assumes one full-time Resident Engineer and one full-time Public Works Inspector to perform all off-site public works inspections and on-site inspections for grading and retention basins only (no inspections of on-site storm drain lines or concrete pours for manholes or catch basins). Assumes 20 working days in July, 23 working days in August, 21 working days in September, 21 working days in October, 20 working days in November, and 21 working days in December. Also assumes 8 hours of overtime (OT) per week between lune 1, 2016 and August 31, 2016. c) Assumes one full-time Resident Engineer and one full-time Public Works Inspector in January 2017 121 working days in January). Assumes one full-time Resident Engineer (M -F), one full-time Public Works Inspector (M -F), and one Public Works Inspector for two (2) weekends per month (10 hrs/day on Saturdays and 8 hrs/day on Sundays) during the months of February, March, April, and May 2017. Assumes 19 working days in February 2017, 23 working days in March 2017, 20 working days in April 2017, and 22 working days in May 2017. The weekend OT includes 8 hours at 1.Sv hourly rate and 2 hours at 2z hourly rate on Saturdays at 1.Ss hourly rate and 8 hours on Sundays at double-time rate. d) Assumes 6 hours per week for Project Management between lune 2016 and May 2017. e) Assumes (1) Over -Time Inspector for 6 months (Assumes 21 working days/month 1 hr/day for 6 months). f) Assumes one full-time Resident Engineer and one full-time Inspector between lune 1, 2017 and August 31, 2017 (Assumes 22 days in June, 20 days in July, and 23 days in August). Assumes no additional OT Monday -Friday or on weekends or holidays. g) Assumes 6 hours per week for Project Management between June 1, 2017 and August 31, 2017. 4LEAF, INC. ENGINEERING • CONSTRUCTION MANAGEMENT BUILDING INSPECTION • PLAN CHECK INSPECTION FEE SCHEDULE & BASIS OF CHARGES FOR APPLE CAMPUS 2 Field Services* Lead Inspector 125 per hour Assistant Inspector 105 per hour Plan Reviewer 157 per hour Public Works Resident Engineer 224 per hour Public Works Inspector 175 per hour Office Engineer 125 per hour Project Administrator 74 per hour Office Services* Principal (Direct Charge only) $ 250 per hour Project Manager (Direct Charge only) $ 250 per hour Other Direct Charges* CA Code Book Library** (if provided by 4LEAF) $1,200 each Site Vehicles ** $1,000 per month each Personal Computer ** $ 1 per hour surcharge Field Tablet and/or Mobile Assistant ** $ 1 per hour surcharge GoFormz software ** $ 25 per month per user Personal Protective Equipment (PPE)** Cost +20% Internet Access (MIFI, WIFI, or 3G)** Cost +20% Office or Administrative furnishings and consumables** Cost + 20% All Fees Subject to Basis of Charges if provided by 4LEAF BASIS OF CHARGES All time and materials invoices will be submitted monthly. Work is subject to 4 hour minimum charges unless stated otherwise. Services billed in 4 hour increments. Overtime and Premium time will be charged as follows: Regular time (work begun after 5AM or before 4PM) 1 x hourly rate Night Time (work begun after 4PM or before 5AM) 1.125 x hourly rate Overtime (over 8 hour M -F or Saturdays) 1.5 x hourly rate Overtime (over 8 hours Sat or 1" 8 hour Sun) 2 x hourly rate Overtime (over 8 hours Sun or Holidays) 3 x hourly rate All work with less than 8 hours rest between shifts will be charged the appropriate overtime rate. Mileage and/or travel cost and travel time will be charged from site for all offsite work. All billable expenses will be charged at cost plus 20%. All rates are subjected to annual escalation of the greater of 6% or the CA CPI each January 15` Payment due on receipt. All payments over 30 days will be assessed a 1.5% interest charge. Fee Schedule and Basis of Charges for the Apple Campus 2 Project Page 1 of 1 January 3, 2014 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND 4LEAF INC FOR BUILDING INSPECTION SERVICES FOR. THE APPLE CAMPUS 2 PROTECT This First Amendment to the Agreement between the City of Cupertino and 4Leaf, Inc, for reference dated July 8, 2015, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and 4Leaf, Inc, a California Corporation ("Consultant") whose address is 2110 Rheem Drive, Suite A, Pleasanton, California 94588, and is made with reference to the following: RECITALS: A. On February 10, 2014, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for consultant services for community benefits program. 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. SERVICES TO BE PERFORMED: Paragraph 2 of the Agreement is modified to read as follows: Consultant shall perform resident engineer and public works inspection services, set forth in Exhibit A, which is attached hereto and incorporated herein by this reference. 2. COMPENSATION TO CONSULTANT: Paragraph 3 of the Agreement is modified to read as follows: Compensation shall be increased by this amendment in the amount not to exceed 933,712, for a total contract amount not to exceed $10,365,102. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT AT.Paf Tnr By Til Dz CITY OF CUPERTINO A Municipal Corporation By: G" V Of' Title J Building Official RECOMMENDED FOR APPROVAL: AW &n4mr.., Aarti Shrivastava, Director Community Development Department RECOMMENDED FOR APPROVAL: Timm Borden, Director Public Works Department REC ENDED FOR APPROVAL: David Brandt, City Manager Approved by City Council July 7, 2015 AP ROVED AS TO FORM: J 11U LA AE Aj--1 fro Korade, City Attorney ATTEST: - 2 1 Grace Schmidt, City Clerk _3d Attachments Exhibit A - Resident Engineer and Public Works Inspection Services EXPENDITURE DISTRIBUTION - Contract Total $9,431,390 FY 13-14 (Jan -June) AMOUNT 110-7503-9327 (Building Inspection) 725,609 110-8102-9327 (Public Works Inspection) 303,240 FY 13-14 Total 1,028,849 FY 14-15 (July -June) AMOUNT 110-7503-9327 (Building Inspection) 3,805,874 110-8102-9327 (Public Works Inspection) 542,640 FY 14-15 Total 4,348,514 FY 15-16 (July -June) AMOUNT Formerly 110-7503-9327 (Building Inspection) 3,524,239 100-71-701 900-923 0.00 Formerly 110-8102-9327 (Public Works Inspection) 274,512 Amendment #1=100-82-805 900-923 933,712 FY 15-16 Total 3,'5i FY 15-16 Total with Amendment #1 4,732,463 FY 16-17 (July -June) AMOUNT 110-7503-9327 (Building Inspection) 255,276 110-8102-9327 (Public Works Inspection) 0.00 FY 15-16 Total 255,276 D uo 5 '51 Exhibit A 4LEAF, INC. ENGINEERING R CONSTRUCTION MANAGEMENT o INSPECTION m PLAN CHECK May 5, 2015 Submitted to ChadM@cupertino.org via E-mail as PDF Document City of Cupertino Public Works Department 10300 Torre Avenue Cupertino, CA 95014 Attn: Chad Mosely, P.E. Subject: Request for Additional Budget to Continue Performing Public Works Inspections for the City of Cupertino in Support of the Apple Campus 2 Project, Cupertino, CA. This letter is being submitted by 4LEAF, Inc. (41LEAF) to the City of Cupertino to request additional budget to continue performing Resident Engineer and Public Works inspections in support of the new Apple Campus 2 project. As detailed in our letter dated April 28, 2015 to the City, 4LEAF has nearly expended the entire project budget for Resident Engineer and Public Works inspections that was submitted in January 2014 as a Preliminary Budget Estimate. 4LEAF is requesting an additional budget of Nine Hundred Thirty Three Thousand, Seven Hundred and Twelve dollars ($933,712). The additional budget is necessary to continue providing Resident Engineer and Public Works inspections for the following remaining scope items for the Apple Campus 2 project: Mitigations L and M: The work consists of constructing new curb and gutters; sidewalks; ADA ramps; median vertical curbs; AC pavement; AC overlays; signage and striping; and landscaping on Vallco Parkway, Tantau Ave., Stevens Creek Boulevard, and Wolfe Road. The work also consists of installing new traffic signals at the intersections of Wolfe and Vallco, Vallco and Finch, Vallco and Main, Vallco and Tantau, and Stevens Creek and Tantau. The Mitigation L and M work began on April 23, 2015 and is assumed to be completed by the end of November 2015 Completion of Phase 1/1A Improvements: The work consists of constructing new sanitary sewer, storm, and water lines; sanitary sewer manholes; storm drain manholes and catch basins; joint trenches; and new curb and gutters, sidewalks, ADA ramps, AC pavement, AC overlays, and signage and striping on Tantau Avenue, Homestead Road., Wolfe Road, and Pruneridge Avenue. The work also consists of installing new streetlights, median vertical curbs, and landscaping on Wolfe Road and Pruneridge Avenue as well as new traffic signals at the intersections of Wolfe and Pruneridge, Wolfe and the new Apple Campus 2 entrance, and Wolfe and Homestead. This work is anticipated to be completed in July 2015. 21 10 RHEEm DRIVE, SUITE A 0 PLEASANTON, CA 94588 a PHONE (925) 462-5959 m FAX (925) 462-5958 4401 HAZEL AVE., SUITE 135 o FAIR OAKS, CA 95628 a PHONE (91 6) 965-0010 a FAX (916) 966-0013 AC2 Project Additional Budget Request Page 2 n -Site Storm and Grading Improvements: The work consists of constructing new storm drain piping, manholes, and catch basins as well as permanent post -construction Best Management Practices (BMPs) and bio -retention swales. Although a current project schedule for resuming this work, the activities for this item are projected to continue through the life of the AC2 on-site improvements. Phase 3 Improvements: It is 4LEAF's understanding that the plans for this work have not yet been approved but the work will reportedly consist of the widening of Tantau Avenue; constructing new curb, gutters, and sidewalks on Tantau Avenue and Homestead Road; and installing new landscaping and placing an AC overlay of Tantau Avenue, Homestead Road, Wolfe Road, and Pruneridge Avenue. In addition, the Phase 3 Improvements may also include the installation of new traffic signals at the intersections of Wolfe and Homestead, Homestead and Tantau, and Tantau and Pruneridge. For purposes of the attached estimate, we have assumed the Phase 3 Improvements will begin in mid to late summer and 2015 and have a duration of approximately eight months (completion by February 2016). Mitigation A: This work will include the installation of a right turn lane on southbound De Anza Boulevard at the intersection of Homestead Ave. It is currently anticipated that Mitigation A work will be performed concurrently with the Phase 3 Improvements. The attached cost estimate provides a detailed breakdown of the assumed hours and assumptions for the requested budget increase. 4LEAF appreciates the opportunity to prepare this proposal for the City of Cupertino. If you have any questions please feel free to give me a call at (925) 462-5959 or via e-mail at gbarrv@41eafinc.com. Res : ct ully submitted, e A. Barry, P.E. Vice President / Principal Engineer 4LEAF, Inc. Enclosure: Detailed cost estimate Cc: Albert Salvador, City of Cupertino (Submitted to AlbertS@Cupertino.org via E-mail as PDF Document) Craig Tole, 4LEAF 21 10 RHE EM DRIVE, SUITE A 0 PLEA5A lTON CA 94588 B PHONE (926) 462-5959 o FAX (925) 4622-5966 4401 Hi-zEL AVE., SUITE 135 a FAIR OAKS, C;,"A 95628 0 PHONE (916) 965-00 10 o FAX(916)965-0013 Leber we Estimated Fees to Perform Resident Engineer and Public Works Inspection Services Between April 2015 and February 2016 for the AC2 Project for the City of Cupertino Notes: a) The hourly rates for Resident Engineer and Public Works Inspector forlanuary 2016 include a 6% annual escalation. b) Assumes 1/2 time for both Resident Engineer and Public Works Inspector (4 hours of regular time (RT) and 1 hours of overtime (OT) per day between April 1, 2015 and November 30, 2015 assumes 22 working days in April, 20 working days in May, 22 working days in June, 22 working days in July, 21 working days in August, 21 working days in September, 22 working days in October, and 19 working days in November). Assumes one full-time Resident Engineer and one full-time Public Works Inspector between December 2015 and February 29, 2016 (22 working days in December, 20 working days In January 2016, and 21 working days in February 2D16). Includes 2 hrs OT/ day for December 2015 to February 2016. c) Assumes 1/2 time for both Resident Engineer and Public Works [4 hours of regular time (RT) and 1 hour of overtime (OT) per day for each staff type) between April 1, 2015 and November 30, 2015 (assumes 22 working days in April, 20 working days in May, 22 working days in June, 22 working days in July, 21 working days in August, 21 working days in September, 22 working days in October, and 19 working days in November 2015). loft o H O it;,OdOdKQNV] r d a0. d O U Sub Task Task Task Description o', =o S R !:t X a' =o u Notes Hourly Rate 216.00 324.00 185.50 278.25 228.96 343.44 196.63 294.95 See Note (a) Perform Resident Engineer and Public Works 1 Inspections Hours Hours Hours Hours Hours Hours Hours Hours Hours Perform Resident Engineer and Public Works Inspections for the following components of the project between April 2015 and January 2016: On-site Utilities, la Phase 1 and 1A Landscaping and Completion, Phase 3 852 129 852 129 328 82 328 82 2,781 611,408 See Note (b) Streetscape Activities, and Mitigation A at DeAnza and Homestead. Perform Resident Engineer and Public Works lb Inspections for the Mitigations L & M. 676 85 676 85 0 0 0 0 1,521 322,304 See Note (c) TOTAL: 1,528 213 1,528 213 328 82 328 82 4,302= Notes: a) The hourly rates for Resident Engineer and Public Works Inspector forlanuary 2016 include a 6% annual escalation. b) Assumes 1/2 time for both Resident Engineer and Public Works Inspector (4 hours of regular time (RT) and 1 hours of overtime (OT) per day between April 1, 2015 and November 30, 2015 assumes 22 working days in April, 20 working days in May, 22 working days in June, 22 working days in July, 21 working days in August, 21 working days in September, 22 working days in October, and 19 working days in November). Assumes one full-time Resident Engineer and one full-time Public Works Inspector between December 2015 and February 29, 2016 (22 working days in December, 20 working days In January 2016, and 21 working days in February 2D16). Includes 2 hrs OT/ day for December 2015 to February 2016. c) Assumes 1/2 time for both Resident Engineer and Public Works [4 hours of regular time (RT) and 1 hour of overtime (OT) per day for each staff type) between April 1, 2015 and November 30, 2015 (assumes 22 working days in April, 20 working days in May, 22 working days in June, 22 working days in July, 21 working days in August, 21 working days in September, 22 working days in October, and 19 working days in November 2015). loft CUPERTINO February 27, 2014 4Leaf, Inc, 2110 Rheem Drive, Suite A Pleasanton, CA 94588 OFFICE OF THE CIT( CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223 • FAX: (408) 777-3366 WEBSITE: www.cupertino.org Re: Agreement for building inspection services for AC2 parking garage project. A fully executed copy of the agreement for consultant services with the City of Cupertino is enclosed. If you have any questions or need additional information, please, contact the Community Development Department at (408) 777-3308. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Community Development AGREEMENT BETWEEN THE CITY OF CUPERTINO AND 4LEAF, INC FOR j BUILDING INSPECTION SERVICES FOR APPLE CAMPUS 2 PROJECT THIS AGREEMENT, for reference dated. February 10, 2014, is by and between V CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and 4Leaf, Inc, a California corporation, whose address is 2110 Rheem Drive, Suite A, Pleasanton, CA 94588 (hereinafter referred to as "Consultant"), and is made with reference to the following: 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 Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for building inspection services not to exceed NINE MILLION, FOUR HUNDRED THIRTY ONE THOUSAND, THREE HUNDRED NINETY DOLLARS ($9,431,390) upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on February 10th, 2014, and shall terminate on December 31s', 2017, unless terminated earlier as forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "1" — Preliminary Manpower and Cost Estimate, which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amounts set forth in Exhibit: "2" — Inspection Fee Schedule & Basis of Charges for Apple Campus 2, which is attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City, to be taken from the 110-7503-9327 and 110-8102-93:7 funds. 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 hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay 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, if required, 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: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Indemnification: Consultant shall, to the fullest extent allowed by law, 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 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 costs and fees of litigation. A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard'of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, 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, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of 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 costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, 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 darnage to property or other liability of any nature, that arise out of, pertain to, or relate to the 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 costs and fees of litigation. 10. INSURANCE: 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 paragraphs 9A, B, C, D and E. Such certificates, 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." It is agreed that 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. A. COVERAGE: Consultant shall maintain the following; insurance coverage: 1) Workers' Compensation: Statutory coverage as required by the State of California. 2) Liability: 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. 3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence 4) 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. 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 behalf of 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: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City 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 under this policy if not named as such additional insured. An additional insured named herein shall not be Yield liable for any premium, deductible portion of any loss, or expense of any 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. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the.services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain 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 law 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 partnership or joint venture or syndicate or cotenancy, which shall result ire 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. 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 report, 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 Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: 1) 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 appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports 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 inforrrtation required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided 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 supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. 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 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. 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 from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Aarti Shrivastava All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: 4Leaf, Inc. 2110 Rheem Dr, Suite A Pleasanton, CA 94588 Attn: Gene Barry 18. TERMINATION: 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 such default is not cured within within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 20. 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 parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with thecourts of the County of Santa Clara, State of California. 21. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, 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. 22. 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. 23. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of 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. 24. 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. 25. CAPTIONS: The captions 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. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO 4Leaf, Inc A. Municipal Corporati n By By , Title 1 Albert Salv do , Building Official Date /a /y Date T RECO EN FOR APPROVAL: Aarti Shrivastava, Director Community Development Department RECOMMENDED/FOR APPROVAL: TimmBorden, Director Public Works Department RL MIVIENDED FOR APPROVAL: David Brandt, City Manager P AS TO FORM: Carol Korade, City Attorney ATTEST: C --nm 011 Grace Schmidt, City Clerk ,Z-ZY--ly Attachments Exhibit 1 — Preliminary Manpower and Cost Estimate Exhibit 2 — Inspection Fee Schedule & Basis of Charges for Apple Campus 2 EXPENDITURE DISTRIBUTION - Contract Total $9,431,390 FY 13-14 (Jan -June) AMOUN 110-7503-9327 (Building Inspection) 725,609 110-8102-9327 (Public Works Inspection) 303,240 FY 13-14 Total 1,028,849 FY 14-15 (July -June) AMOUN 110-7503-9327 (Building Inspection) 3,805,874 110-8102-9327 (Public Works Inspection) 542,640 FY 14-15 Total 4,348,514 FY 15-16 (July -June) AMOUN 110-7503-9327 (Building Inspection) 3,524,239 110-8102-9327 (Public Works Inspection) 274,512 FY 15-16 Total 3,798,751 FY 16-17 (July -June) AMOUN 110-7503-9327 (Building Inspection) 255,276 110-8102-9327 (Public Works Inspection) 0.00 FY 15-16 Total 255,276 Q U E F' - 0. G.7 di G iii U. u—dZG c!'<:c He c_6___3a_L a- .-- c. Nd N CL LLJ CaCLc C4 0 m fl' CLm ax cla Q U E F' - 0. G.7 di G iii U. u—dZG c!'<:c He c_6___3a_L a- .-- c. Q U E F' - Exhibit 2 4LEAF, INC. ENGINEER ING• CONSTRUCTION MANAGEMENT BUILDING INSPECTION -• PLANPC HECK.. INSPECTION FEE SCHEDULE & BASIS OF CHARGES FOR APPLE CAMPUS 2 Field Services* Lead Inspector 125 per hour Assistant Inspector 105 per hour Plan Reviewer 157 per hour Public Works Resident Engineer 224 per hour Public Works Inspector 175 per hour Office Engineer 125 per hour Project Administrator 74 per hour Office Services* Principal (Direct Charge only) $ 250 per hour Project Manager (Direct Charge only) $ 250 per hour Other Direct Charges* CA Code Book Library** (if provided by 4LEAF) $1,200 each Site Vehicles ** 1,000 per month each Personal Computer ** $ 1 per hour surcharge Field Tablet and/or Mobile Assistant ** $ 1 per hour surcharge GoFormz software ** $ 25 per month per user Personal Protective Equipment (PPE)** Cost +20% Internet Access (MIFI, WIFI, or 3G)** Cost + 20% Office or Administrative furnishings and consumables*" Cost + 20°% All Fees Subject to Basis of Charges If provided by 4LEAF BASIS OF CHARGES All time and materials invoices will be submitted monthly. Work is subject to 4 hour minimum charges unless stated otherwise. Services billed in 4 hour increments. Overtime and Premium time will be charged as follows: Regular time (work begun after 5AM or before 4PM) 1 x hourly rate Night Time (work begun after 4PM or before 5AiW) 1.125 x'hourly rate Overtime (over 8 hour M -F or Saturdays) 1.5 x hourly rate Overtime (over 8 hours Sat or I5b 8 hour Sun) 2 x hourly rate Overtime (over 8 hours Sun or Holidays) 3 x hourly rate All work with less than 8 hours rest between shifts will be charged the appropriate overtime rate. Mileage and/or travel cost and travel time will be charged from site for all offsite work. All billable expenses will be charged at cost plus 20%. All rates are subjected to annual escalation of the greater of 6% or the CA CPI each January 1" Payment due on receipt All payments over 30 days will be assessed a 1.5% interest charge. Fee Schedule and Basis of Charges for the Apple Campus 2 Project Page 1 of 1 January 3, 2014