Press Alt + R to read the document text or Alt + P to download or print.
This document contains no pages.
19-174 Hortscience Bartlett Consulting, On Call Arborist Services CITY OF
MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT
WITH HORTSCIENCE BARTLETT CONSULTING
CUPERTINO
1. PARTIES
This Master Agreement is made and entered into as of September 9, 2019 ("Effective
Date"), by and between the City of Cupertino, a municipal corporation("City"), and
Hortscience Bartlett Consulting ("Contractor"), a Corporation for
On call arborist services
2. SERVICES
2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services,
attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with
this Agreement and with each Service Order issued by the City's Project Manager or his/her designee,
in accordance with the following procedures, unless otherwise specified in Exhibit A.
2.2 Service Orders.Before issuing a Service Order, the City Project Manager will request
Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will
submit a written proposal that includes a specific Scope of Services, Schedule of Performance and
Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for
the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of
Services, Schedule of Performance, Compensation and any other conditions applicable to the Service
Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to
streamline these procedures based on the City's best interests. Contractor will not be compensated for
Services performed without a duly authorized and executed Service Order.
3. TIME OF PERFORMANCE
3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2022
("Contract Time"), unless terminated earlier as provided herein.
3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in
each Service Order, and under no circumstances should the Services go beyond the Contract Time.
3.3 Time is of the essence for the performance of all the Services required in this Agreement and
in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the
Services on time. Contractor must respond promptly to each Service Order request.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Services a total amount that will based upon actual costs but that will be capped so as not to exceed
$30 000 ("Contract Price"), based upon the Scope of Services in Exhibit A and the
budget and rates included. The maximum compensation includes all expenses and reimbursements
and will remain in place even if Contractor's actual costs exceed the capped amount.
Program On Call Arborist
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 1 of 8
4.2 Per Service Order. Compensation for Services provided under a Service Order will be based
on the rates set forth in the Service Order,which shall not exceed the capped amount specified in the
Service Order.
4.2 Invoices and Payments. Except as otherwise provided in a Purchase Order,monthly invoices
must state a description of the deliverables completed and the amount due for the preceding month.
Thirty days prior to expiration of the Agreement, Contractor must submit a requisition for final and
complete payment of costs and pending claims for City approval. Noncompliance with this
requirement relieves City of any further payment or other obligations under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status.Contractor is an independent contractor and not an employee,partner, or joint venture
of City. Contractor is solely responsible for the means and methods of performing the Services and for
the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's
compensation or other benefits from the City.
5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that
they have the qualifications and skills to perform the Services in a competent and professional manner
and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they
are properly licensed,registered, and/or certified to perform the Services as required by law and have
procured a City Business License.
5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement.
Prior written approval from City is required for any subcontractor, and the terms and conditions of this
Agreement will apply to any approved subcontractor.
5.5 Tools,Materials and Equipment. Contractor will supply all tools,materials and equipment
required to perform the Services under this Agreement.
5.6 Payment of Taxes.Contractor must pay income taxes on the money earned under this
Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for
violations pursuant to the indemnification provision of this Agreement.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidential details the disclosure of
which to third parties may be damaging to City. Contractor shall hold in confidence all City
information and use it only to perform this Agreement. Contractor shall exercise the same standard of
care to protect City information as a reasonably prudent contractor would use to protect its own
proprietary data.
Program On Call Arborist
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 2 of 8
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest(including copyright interests) of Contractor in any product,
memoranda, study, report, map,plan, drawing, specification, data, record, document or other
information or work, in any medium(collectively, "Work Product"),prepared by Contractor in
connection with this Agreement will be the exclusive property of the City and shall not be shown to
any third-party without prior written approval of City.
7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of
this Agreement is considered"works for hire"and all copyrights to the Work Product will be the
property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor
may use copies of the Work Product for promotion only with City's written approval.
7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may
use or modify the Work Product of Contractor or its sub-Contractors,prepared or created under this
Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor's performance, benchmarks and deliverables, which must be available to
City for review and audit. The records and supporting documents must be kept separate from other
records and must be maintained for four years from the date of City's final payment.
9. ASSIGNMENT
Contractor shall not assign, sublease,hypothecate, or transfer this Agreement, or any interest therein,
directly or indirectly,by operation of law or otherwise,without prior written consent of City. Any
attempt to do so will be null and void. Any changes related to the financial control or business nature
of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City
approval. Control means fifty percent(50%) or more of the voting power of the business entity.
Program On Call Arborist
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 3 of 8
10. PUBLICITY/SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of this
Agreement and for one year thereafter,will reference the City's contributions in making the project
possible. The words "City of Cupertino"will be displayed in all pieces of publicity, including flyers,
press releases,posters,brochures,public service announcements, interviews and newspaper articles.
No signs may be posted, exhibited or displayed on or about City property, except signage required by
law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold
harmless City, its City Council,boards and commissions, officers, officials, employees, agents,
servants,volunteers and Contractors("Indemnitees"), through legal counsel acceptable to City, from
and against any and all liability, damages, claims, actions, causes of action, demands,charges,losses,
costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute
resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any
manner relating to any of the following:
(a) Breach of contract, obligations, representations or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury,property damage, or economic loss resulting from the work or performance of
Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City's confidential and proprietary information;
(e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or
service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a
tender of defense upon receiving notice from City of a third-party claim, in accordance with California
Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a
claim, dispute or lawsuit arising out of this Agreement.
11.3 Contractor's duties under this section are not limited to the Contract Price,workers'
compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the
Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor
against City or any Indemnitee.
11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order or other transaction.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit
C, and must maintain the insurance for the duration of the Agreement, or longer as required by City.
City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance
and endorsements evidencing the type, amount, class of operations covered, and the effective and
Program On C.11 Arborist
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 4 of 8
expiration dates of coverage. Failure to comply with this provision may result in City, at its sole
discretion and without notice,purchasing insurance for Contractor and deducting the costs from
Contractor's compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations
applicable to this Agreement. Contractor will promptly notify City of changes in the law or other
conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for
verifying the employment authorization of employees performing the Services, as required by the
Immigration Reform and Control Act.
13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the
Scope of Services includes a"public works"component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed,
color, ancestry,national origin, ethnicity, handicap, disability, marital status,pregnancy, age, sex,
gender, sexual orientation, gender identity,Acquired-Immune Deficiency Syndrome (AIDS) or any
other protected classification. Contractor shall comply with all anti-discrimination laws, including
Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5.
Consistent with City policy prohibiting harassment and discrimination, Contractor understands that
harassment and discrimination directed toward a job applicant, an employee, a City employee, or any
other person,by Contractor or Contractor's employees or sub-contractors will not be tolerated.
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to
this Agreement and must avoid any conflict of interest. Contractor warrants that no public official,
employee, or member of a City board or commission who might have been involved in the making of
this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation
of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of
interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as
defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the
City's rules governing gifts to public officials and employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other
rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager. The City assigns Ellen Yau as the City's representative
for all purposes under this Agreement, with authority to oversee the progress and performance of the
Scope of Services. City reserves the right to substitute another Project manager at any time, and
without prior notice to Contractor.
Program On Cali Arborist
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 5 of 8
Contractor Project Manager. Subject to City approval, Contractor assigns Deanne Ecklund
as its single Representative for all purposes under this Agreement, with authority to oversee the
progress and performance of the Services. Contractor's Project manager is responsible for
coordinating and scheduling the Services in accordance with City instructions, service orders and the
Schedule of Performance. Contractor must regularly update the City's project manager about the
status,progress and any delays with the work. City's written approval is required prior to Contractor
substituting a new Representative which shall result in no additional costs to City.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated
for satisfactory Services performed through the date of abandonment, and will be given reasonable
time to assemble the work and close out the Services. With City's pre-approval in writing, the time
spent in closing out the Services will be compensated up to a maximum of ten percent(10%) of the
total time expended to date in the performance of the Services.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for
satisfactory Services rendered through the date of termination,but final payment will not be made until
Contractor closes out the Services and delivers the Work Product.
17. GOVERNING LAW VENUE AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this
Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.
Contractor must comply with the claims filing requirements under the Government Code prior to filing
a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending
resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by
law and substantial evidence and include detailed written findings of law and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint,or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement,the prevailing
party will be entitled to reasonable attorney fees and costs.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City's waiver of a breach shall not constitute waiver of another provision or breach.
Program On Call Arborist
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 6 of 8
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the
Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between
the Parties. Any modification of this Agreement will be effective only if in writing and signed by each
Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or
abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments
or exhibits thereto, the text of the main Agreement shall prevail.
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be
inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of
required provisions. The Parties will collaborate to implement this Section,as appropriate.
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no
way affect, limit or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the
court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and
effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their
application to specific situations shall remain in full force and effect. The Parties agree to work in good
faith to amend this Agreement to carry out its intent.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product,Records, Governing Law and
Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cul)ertino To Contractor: Hortscience Bartlett Consulting
10300 Torre Ave.,Cupertino CA 95014 325 Ray Street
Pleasanton,CA 94566
Attention:Ellen Yau Attention: Deanne Ecklund
Email: elleny@cupertino.org Email: decklund@Bartlett.com
Program On Call Arboris!
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 7 of 8
27. VALIDITY OF CONTRACT
This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract
provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is
signed by the City Manager or an authorized designee, and(c) is approved for form by the City
Attorney's Office.
28. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that Contractor
has full right,power, and authority to enter into and carry out all actions contemplated by this
Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally
binding obligation of Contractor.This Agreement may be executed in counterparts, each one of which
is deemed an original and all of which, taken together,constitute a single binding instrument.
IN WITNESS WHEREOF,the parties have caused the Agreement to be executed.
CONTRACTOR CITY OF CUPERTINO
HortScience I Bartlett Consulting A Municipal Corporation
By ��P'`,� �' '�'� By
Name Matthew Farin Name n,�amin Fu
Title Vice President Title_ / zmenleccoi
Date 9/17/2019 Date cry% 4L
Tax I.D.No.:06-0254490
APPROVED AS
TO FORM:
HEATHER M. MINNER
Cupertino City Attorney
ATTES
� . it
GRACE SCHMIDT J6 F
City Clerk ( /�
Program On Call Arborrsl
Master Professional/Specialized Services Agreement/Rev.May 22,2018
Page 8 of 8
1,\ )
H0RT SCIENCE
BARTLETT CONSULTING
City of Cupertino Scope of Services
• Update the current City-approved list of privacy protection trees/shrubs.
• Provide professional input on value of removed trees to determine the replacement
tree(s) or in-lieu fee value.
• Provide best practice standards for required trees due to new development.
• Peer review applicant-submitted arborist reports.
• Prepare tree condition reports on behalf of the City for development projects.
• Evaluate sites post-construction and provide suitability audit reports.
• Advise City staff on all matters related to construction near and in Tree Protection
Zones (TPZ).
• Monitor contractor grading, root pruning, tree trimming, tree protection fence
installation, irrigation and fertilization/mulching of existing trees during construction,
utility trenching in TPZ, and any other construction activities that could affect existing
trees.
• Report on tree conditions, both orally and in written form, and provide an accurate
and detailed assessment of trees' species, size, health, evaluation of root conditions,
structure, risk factors and monetary value.
• Provide pest and disease diagnostics and provide protection strategies from the
physical stress of construction.
• All documents generated by the Consulting Arborist will be delivered electronically by
email unless requested in another format.
• Supplemental tasks may be assigned as needed.
HortScience I Bartlett Consulting
325 Ray St. Pleasanton,CA 94566
phone 925.484.0211 1 fax 925.484.5096 I www.hortscience.com
J
HART SCIENCE
T. BARTLETT CONSULTING
.,ar.ci r.er.,,.fau._I iee
City of Cupertino Compensation
Invoices shall be submitted to the City of Cupertino on a monthly basis (typically the 151h of
each month). Services shall be billed at the following hourly rates.
Hourly Rates
Current hourly rates are:
Principal (Matheny, Clark) $220.00
Consultant/ Environmental Analyst $180.00
Arborist/ CAD specialist $150.00
Clerk $70.00
Direct expenses shall be reimbursed at cost. Mileage (to and from Pleasanton) shall be
reimbursed at the standard IRS rate. Fees for services rendered shall not exceed $10,000
per fiscal year.
HortScience I Bartlett Consulting
325 Ray St. Pleasanton,CA 94566
phone 925.484.0211 1 fax 925.484.5096 1 www.hortscience.corn
EXHIBIT B
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
CUPERTIN©
(408) 777-3308 Planning
(408) 777-3228 Building
(408) 777-3228 Public Works
Service Order Form
Date Submitted: Date Due:
Applicant Name:
Project Address/APN:
Project Description:
Consultant's Scope of Work:
Other: tl
i
Deposit Receipt#: Amount:
Transmitted by:
Phone No.
i
I
i
EXHIBIT C
Insurance Requirements
Professional/Specialized Services Agreement
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance and results of
the Services hereunder by the Contractor,his agents,representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability(CGL):Insurance Services Office("ISO")Form CG 00 01 covering CGL
on an "occurrence" basis, including products and completed operations, contractual liability, property
damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately
to this Project(ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement under this agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or limits
shall be made available to the Additional Insured and shall be (1) the minimum
coverage/limits specified in this agreement; or(2)the broader coverage and maximum limits
of coverage of any insurance policy,whichever is greater.
b. Additional Insured coverage under Contractor's policy shall be "primary and non-
contributory,"will not seek contribution from City's insurance/self-insurance,and shall be at
least as broad as ISO CG 20 0104 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 Form Number CA 00 01 covering any auto(Code 1), or,if Contractor has no
owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less than
$1,000,000 per accident for bodily injury and property damage.
3. Workers'Compensation: As required by the State of California,with Statutory Limits,and Employer's
Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease.
(Not required if Contractor provides written verification it has no employees).
4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions,
with limits no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable).
If Contractor maintains broader coverage and/or higher limits than the minimums shown above,City requires
and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain,or be endorsed to contain,the following provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to
be covered as additional insureds on the CGL policy with respect to liability arising out of the Services
Insurance Requirements for Professional/Specialized Services Agreement Version:Nov 2017
1
performed by or on behalf of Contractor including materials,parts, or equipment furnished.Endorsement of
CGL coverage shall be at least as broad as ISO Form CG 20 10 1185 or if not available,through the addition
of both CG 20 10,CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used.
Primary Coverage
For any claims related to this Contract,the Contractor's insurance coverage shall be primary coverage at least
as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be
excess of Contractor's insurance and shall not contribute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written
notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.
Waiver of Subrogation
Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may
acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
City may approve self-insured retentions and require proof of Contractor's ability to pay losses and related
investigations, claim administration and defense expenses within the retention. The policy shall provide, or
be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an
A.M.Best's financial strength rating of"A"or better and a financial size rating of"VII"or better.
Claims Made Policies(applicable only to professional liability)
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
2. Insurance must be maintained for at least five(5)years after completion of the Services.
3. 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 Contractor must purchase "extended
reporting"coverage for a minimum of five(5)years after completion of the Services.
Verification of Coverage
Contractor shall furnish the City with acceptable original certificates and mandatory endorsements(or copies
of the policies effecting the coverage required by this Contract), and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the
Services. City retains the right to demand verification of compliance at any time during the Contract.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements
stated herein, and Contractor shall ensure that City is an additional insured on insurance required from
subcontractors.
Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City
reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer,
coverage or other special circumstances.
Insurance Requirements for Professional/Specialized Services Agreement Version:Nov 2017
2
A,C"® DATE(MM/DD/YYYY)
��. CERTIFICATE OF LIABILITY INSURANCE F8/30/2019
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 endorsements .
PRODUCER CONTACT
NAME:
York International Agency, LLC P"°NE 914-376-2200 FAX
Attn. bartlettcert@yorkintl.com E-MAIL A/c e• 914-376-2891
500 Mamaroneck Avenue
Harrison NY 10528 INSURERS AFFORDING COVERAGE NAIC#
INSURER A:Travelers Property& Casualty Co of 25674
INSURED INSURERB:Travelers Indemnity Company 25658
HortSciencelBartlett Consulting INSURERC:Federal Insurance Co. 20281
Divisions of The F.A. Bartlett Tree Expert Company INSURER D:United Specialty Insurance Company 12537
325 Ray Street
Pleasonton CA 94566 INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER:201927296 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 POLICY EFF POLICY EXP
LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS
A X COMMERCIAL GENERAL LIABILITY TC2J-GLSA-1005A129-TIL-18 12/1/2018 12/1/2019 EACH OCCURRENCE $1,000,000
CLAIMS-MADE X� OCCUR DAMAGE TO RENTED
PREMISES Ea occurrence $1,000,000
MED EXP(Any one person) $10,000
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000
X POLICY PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000
OTHER: $
A AUTOMOBILE LIABILITY TC2J-CAP-1 005A1 30-TIL-1 8 12/1/2018 12/1/2019 Ea MBINED IN LE LIMIT $
accident 2,000,000
X ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED
AUTOS AUTOS BODILY INJURY(Per accident) $
X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $
AUTOS Per accident
C X UMBRELLA LIAB X OCCUR 79752542 12/1/2018 12/1/2019 EACH OCCURRENCE $5.000.000
EXCESS LAB CLAIMS-MADE AGGREGATE $5,000.000
DED RETENTION$ $
B WORKERS COMPENSATION TC2K-U8-1005A105-18 12/1/2018 12/1/2019 X PER OTH-
B AND EMPLOYERS'LIABILITY Y/N TRK-UB-1005A117-18 12/1/2018 12/1/2019 STATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $1,000.000
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000.000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000.000
D Professional Liability USA4223051 6/19/2019 12/1/2019 EachAct/Aggregate 5,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required)
The City of Cupertino, its City Council, officers, officials, employees,agents, servants and volunteers are included as additional insured as
respect Commercial General Liability,Automobile Liability, Umbrella Liability and Professional Liability for work performed by
HortSciencel Bartlett Consulting where required by written contract. Coverage is primary and non-contributory. Waiver of Subrogation applies
in favor of the additional insureds. Certificate Holder is scheduled to receive 30 day notice of cancellation.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
The City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Community Development Department ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Ellen Yau
10300 Torre Ave.
Cupertino CA 95014 AUTHORIZED REPRESENTATIVE
©1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD
TRAVELERS J� WORKERS COMPENSATION
AND
EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 (00)-
POLICY NUMBER: (TC2KUB-1005A10-5-18)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named In the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule,
SCHEDULE
DESIGNATED PERSON:
DESIGNATED ORGANIZATION:
ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS
AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO
FURNISH THIS WAIVER.
DATE OF ISSUE: - - ST ASSIGN:
CHANGE EFFECTIVE DATE:08-28-19
CHANGE ENDORSEMENT NUMBER: 0087
AW
TRAVELERS J One Tower Square, Hartford, Connecticut 06183
CHANGE ENDORSEMENT
Named Insured:
THE F. A. BARTLETT TREE EXPERT
COMPANY
Policy Number: TC2J-GLSA-1005A129-TIL-18
Policy Effective Date: 12/01/18
Issue Date: 09/04/19
INSURING COMPANY:
TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA
Effective from 08/28/19 at the time of day the policy becomes effective.
THIS INSURANCE IS AMENDED AS FOLLOWS:
THE ACTUAL EFFECTIVE DATE OF THIS ENDORSEMENT IS 08-30-19.
ADDING IL T4 05 03 11, DESIGNATED ENTITY-CANC PROVIDED BY US, AS PER
ATTACHED.
TO INCLUDE:
CITY OF FREMONT
39550 LIBERTY STREET
FREEMONT CA 94537
THE CITY OF CUPERTINO
COMMUNITY DEVELOPMENT DEPARTMENT
10300 TORRE AVE.
CUPERTINO CA 95014
NAME AND ADDRESS OF AGENT OR BROKER:
YORK INTERNATIONAL AGCY (NAA97) COUNTERSIGNED BY:
500 MAMARONECK AVE
HARRISON, NY 10528
Authorized Representative
IL TO 07 09 87 PAGE 1 OF 1
OFFICE: NEW YORK DATE:
CHANGE EFFECTIVE DATE:08-28-19
CHANGE ENDORSEMENT NUMBER:0087
TRAVELERS
POLICY NUMBER: TC2J-GLSA-1005A129-TIL-18
EFFECTIVE DATE: 12-01-18
ISSUE DATE: 09-04-19
LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS
THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS
BY LINE OF BUSINESS.
IL TO 07 09 87 CHANGE ENDORSEMENT
IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS
INTERLINE ENDORSEMENTS
IL T4 05 03 11 DESIGNATED ENTITY - CANC PROVIDED BY US
IL T8 01 10 93 PAGE: 1 OF 1
POLICY NUMBER: TC2J-GLSA-1005A129-TIL-18 ISSUE DATE: 09-04-19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED ENTITY - NOTICE OF
CANCELLATION PROVIDED BY US
This endorsement modifies insurance provided under the following:
ALL COVERAGE PARTS INCLUDED IN THIS POLICY
SCHEDULE
CANCELLATION: Number of Days Notice of Cancellation: 30
PERSON OR
ORGANIZATION:
The City of Cupertino
ADDRESS:
Community Development Department
10300 Torre Ave.
Cupertino CA 95014
PROVISIONS:
If we cancel this policy for any statutorily permitted above. We will mail such notice to the address shown
reason other than nonpayment of premium, and a in the schedule above at least the number of days
number of days is shown for cancellation in the shown for cancellation in the schedule above before
schedule above, we will mail notice of cancellation to the effective date of cancellation.
the person or organization shown in the schedule
IL T4 05 03 11 ©2011 The Travelers Indemnity Company. All rights reserved. Page 1 of 1
TC2J-GLSA-1005A129-TIL-18 COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
BLANKET ADDITIONAL INSURED
(CONTRACTORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. WHO IS AN INSURED — (Section II) is amended c) The insurance provided to the additional in-
to include any person or organization that you sured does not apply to "bodily injury" or
agree in a "written contract requiring insurance" "property damage" caused by "your work"
to include as an additional insured on this Cover- and included in the "products-completed op-
age Part, but: erations hazard" unless the "written contract
a) Only with respect to liability for "bodily injury", requiring insurance" specifically requires you
"property damage" or "personal injury"; and to provide such coverage for that additional
insured, and then the insurance provided to
b) If, and only to the extent that, the injury or the additional insured applies only to such
damage is caused by acts or omissions of "bodily injury" or "property damage" that oc-
you or your subcontractor in the performance curs before the end of the period of time for
of "your work" to which the "written contract which the "written contract requiring insur-
requiring insurance" applies. The person or ance" requires you to provide such coverage
organization does not qualify as an additional or the end of the policy period, whichever is
insured with respect to the independent acts earlier.
or omissions of such person or organization. 3. The insurance provided to the additional insured
2. The insurance provided to the additional insured by this endorsement is excess over any valid and
by this endorsement is limited as follows: collectible "other insurance", whether primary,
a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is
this Coverage Part shown in the Declarations available to the additional insured for a loss we
exceed the limits of liability required by the cover under this endorsement. However, if the
"written contract requiring insurance", the in- "written contract requiring insurance" specifically
surance provided to the additional insured requires that this insurance apply on a primary
shall be limited to the limits of liability re- basis or a primary and non-contributory basis,
quired by that "written contract requiring in- this insurance is primary to "other insurance"
surance". This endorsement shall not in- available to the additional insured which covers
crease the limits of insurance described in that person or organization as a named insured
Section III— Limits Of Insurance. for such loss, and we will not share with that
"other insurance". But the insurance provided to
b) The insurance provided to the additional in- the additional insured by this endorsement still is
sured does not apply to bodily injury", prop- excess over any valid and collectible "other in-
of damage" or 'personal injury" arising out surance", whether primary, excess, contingent or
of the rendering of, or failure to render, any on any other basis, that is available to the addi-
professional architectural, engineering or sur- tional insured when that person or organization is
veying services, including: an additional insured under such "other insur-
i. The preparing, approving, or failing to ance".
prepare or approve, maps, shop draw- 4. As a condition of coverage provided to the
ings, opinions, reports, surveys, field or- additional insured by this endorsement:
ders or change orders, or the preparing,
approving, or failing to prepare or ap- a) The additional insured must give us written
prove, drawings and specifications; and notice as soon as practicable of an "occur-
Supervisory, inspection, architectural or rence" or an offense which may result in a
claim. To the extent possible, such notice
engineering activities. should include:
CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2
COMMERCIAL GENERAL LIABILITY
I. How, when and where the 'occurrence" any provider of'other insurance" which would
or offense took place; cover the additional insured for a loss we
ii. The names and addresses of any injured cover under this endorsement. However, this
persons and witnesses; and condition does not affect whether the insur-
ance provided to the additional insured by
III. The nature and location of any injury or this endorsement is primary to "other insur-
damage arising out of the 'occurrence" or ance" available to the additional insured
offense. which covers that person or organization as a
b) If a claim is made or "suit" is brought against named insured as described in paragraph 3.
the additional insured, the additional insured above.
must: 5. The following definition is added to SECTION V.
i. Immediately record the specifics of the — DEFINITIONS:
claim or "suit" and the date received; and "Written contract requiring insurance" means
ii. Notify us as soon as practicable. that part of any written contract or agreement
The additional insured must see to it that we under which you are required to include aperson or organization as an additional in-
receive written notice of the claim or suit as sured on this Coverage Part, provided that
soon as practicable. the "bodily injury" and "property damage" oc-
c) The additional insured must immediately curs and the "personal injury" is caused by an
send us copies of all legal papers received in offense committed:
connection with the claim or "suit', cooperate a. After the signing and execution of the
with us in the investigation or settlement of contract or agreement by you;
the claim or defense against the "suit', and
otherwise comply with all policy conditions. b. While that part of the contract or
d) The additional insured must tender the de-
agreement is in effect; and
fense and indemnity of any claim or "suit' to c. Before the end of the policy period.
Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05
COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: TC2J-GLSA-1005A129-TIL-18 ISSUE DATE: 11-1-18
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
"Any person or entity with whom you have agreed in a written contract
executed prior to loss, but only for the limits agreed to in such contract or
the Limits of Liability of this policy, whichever is less."
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations
as applicable to this endorsement,)
The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or
AGAINST OTHERS TO US Condition (Section IV- "your work" done under a contract with that person
COMMERCIAL GENERAL LIABILITY CONDITIONS) or organization and included in the "products-
is amended by the addition of the following: completed operations hazards." This waiver applies
We waive any right of recovery we may have against only to the person or organization shown in the
the person or organization shown in the Schedule Schedule above.
above because of payments we make for injury or
CG 24 0410 93 Copyright, Insurance Services Office, Inc,, 1992 Page 1 of 1
TC2J-GLSA-1005A129-TIL-18 COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
BLANKET ADDITIONAL INSURED
(CONTRACTORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. WHO IS AN INSURED — (Section II) is amended c) The insurance provided to the additional in-
to include any person or organization that you sured does not apply to "bodily injury" or
agree in a "written contract requiring insurance" "property damage" caused by "your work"
to include as an additional insured on this Cover- and included in the "products-completed op-
age Part, but: erations hazard" unless the "written contract
a) Only with respect to liability for"bodily injury", requiring insurance" specifically requires you
"property damage" or "personal injury"; and to provide such coverage for that additional
insured, and then the insurance provided to
b) If, and only to the extent that, the injury or the additional insured applies only to such
damage is caused by acts or omissions of "bodily injury" or "property damage" that oc-
you or your subcontractor in the performance curs before the end of the period of time for
of "your work" to which the "written contract which the "written contract requiring insur-
requiring insurance" applies. The person or ance" requires you to provide such coverage
organization does not qualify as an additional or the end of the policy period, whichever is
insured with respect to the independent acts earlier.
or omissions of such person or organization. 3. The insurance provided to the additional insured
2. The insurance provided to the additional insured by this endorsement is excess over any valid and
by this endorsement is limited as follows: collectible "other insurance", whether primary,
a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is
this Coverage Part shown in the Declarations available to the additional insured for a loss we
exceed the limits of liability required by the cover under this endorsement. However, if the
"written contract requiring insurance", the in- "written contract requiring insurance" specifically
surance provided to the additional insured requires that this insurance apply on a primary
shall be limited to the limits of liability re- basis or a primary and non-contributory basis,
quired by that "written contract requiring in- this insurance is primary to "other insurance"
surance". This endorsement shall not in- available to the additional insured which covers
crease the limits of insurance described in that person or organization as a named insured
Section III — Limits Of Insurance. for such loss, and we will not share with that
"other insurance". But the insurance provided to
b) The insurance provided to the additional in- the additional insured by this endorsement still is
sured does not apply to "bodily injury", "prop- excess over any valid and collectible "other in-
of damage" or "personal injury" arising out surance", whether primary, excess, contingent or
of the rendering of, or failure to render, any on any other basis, that is available to the addi-
professional architectural, engineering or sur- tional insured when that person or organization is
veying services, including: an additional insured under such "other insur-
i. The preparing, approving, or failing to ance".
prepare or approve, maps, shop draw- 4. As a condition of coverage provided to the
ings, opinions, reports, surveys, field or- additional insured by this endorsement:
ders or change orders, or the preparing,
approving, or failing to prepare or ap- a) The additional insured must give us written
prove, drawings and specifications; and notice as soon as practicable of an "occur-
ii. Supervisory, inspection, architectural or rence" or an offense which may result in a
engineering activities. claim. To the extent possible, such notice
should include:
CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2
COMMERCIAL GENERAL LIABILITY
i. How, when and where the 'occurrence" any provider of'other insurance" which would
or offense took place; cover the additional insured for a loss we
ii. The names and addresses of any injured cover under this endorsement. However, this
persons and witnesses; and condition does not affect whether the insur-
ance provided to the additional insured by
iii. The nature and location of any injury or this endorsement is primary to 'other insur-
damage arising out of the 'occurrence" or ance" available to the additional insured
offense. which covers that person or organization as a
b) If a claim is made or "suit" is brought against named insured as described in paragraph 3.
the additional insured, the additional insured above.
must: 5. The following definition is added to SECTION V.
i. Immediately record the specifics of the — DEFINITIONS:
claim or "suit" and the date received; and "Written contract requiring insurance" means
ii. Notify us as soon as practicable. that part of any written contract or agreement
The additional insured must see to it, under which you are required to include a
that we
receive written notice of the claim or suit person or organization as an additional in-
as sured on this Coverage Part, provided that
soon as practicable. the "bodily injury" and "property damage" oc-
c) The additional insured must immediately curs and the "personal injury" is caused by an
send us copies of all legal papers received in offense committed:
connection with the claim or "suit", cooperate a. After the signing and execution of the
with us in the investigation or settlement of contract or agreement by you;
the claim or defense against the "suit", and
otherwise comply with all policy conditions. b. While that part of the contract or
d) The additional insured must tender the de-
agreement is in effect; and
fense and indemnity of any claim or "suit' to c. Before the end of the policy period.
Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05
