Cupertino City Council
November 21, 2023

CITY O F
a

CUPERTINO

MASTER PROFESSIONAL/SPECIALIZED SERVICES
AGREEMENT WITH 4LEAF, INC

1. PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and 4Leaf, Inc. ("Contractor") a Corporation for Construction Management Services for Various CIP Projects, and is effective on the last date signed below ("Effective Date").

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. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19 .

2.2 Service Orders. Before issuing a Service Order, the City 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 December 31, 2025 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy.

3.2 Schedul~f 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.

Master Professional/Specialized Services Agreeme nt/ Rev. October 2021 Constniction Management Services for Various CIP Projects Page I of9
Attachment B

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 $500,000.00 ("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.

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.

4.3 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 (30) 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, if required by the Cupertino Municipal Code .

5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement.

Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor.

5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials , and equipment required to perform the Services under this Agreement.

5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance , medical care, hospital care, insurance benefits , social security, disability , ________ ..,.M ... aster.J>rofessionalLSpecializedS.enrice Construction Management Services/or Various CIP Projects

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unemployment , workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor' s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor.

Should any court, arbitrator , or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made.

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.

7. OWNERSHIP OF MATERIALS

7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product") , prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement , to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City.

7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 7 3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.

7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-Contractors , prepared or created under this Agreement , to execute or implement any of the following :
(a) The original Services for which Contractor was hired ; (b) Completion of the original Services by others ;
(c) Subsequent additions to the original Services ; and/or (d) Other City project s.

Master Professional/Specialized Services Agreement/ Rev. October 2021 Construction Management Services for Various CIP 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 ( 4) years from the date of City's final payment.

Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided.

9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation oflaw 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.

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 ("lndemnitees") , 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 ____ ,_.,.M:isteiliofessional/ Spec ·alized Se
Construct ion Management Services for Various CIP Projects Page4 of9
Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright , trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party.

11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement.

11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee.

11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction .

11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.

Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder.

11.6. This Section 11 shall survive termination of the Agreement.

12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit 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 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.

Master Professional /Specialized Services Agreement/ Rev. October 2021 Construction Management Services for Various CIP Projects

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.

Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision.

13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of 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 Susan Michael as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor.

Contractor Project Manager. Subject to City approval, Contractor assigns Gene Barry 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 often percent (10%) of the total time expended to date in the performance of the Services.

Construction Management Services for Various CIP Projects

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.

21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative . No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling .

22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate .

Master Profess ional/Specialize d Services Agreement/ Rev. October202 I Construction Management Services for Various CIP Projects

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 Cupertino
Office of the City Manager
10300 Torre Ave.

Cupertino, CA 95014
Attention : Susan Michael
Email: [email protected]

27. EXECUTION
To Contractor:
4Leaf, Inc.
2126 Rheem Dr.

Pleasanton, CA 94588
Attention: Gene Barry
Email: gbarry@4leafinc .com.

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.

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[SIGNATURE PAGE TO FOLLOW]
Master Professional/SR,ecial ized Services Agreement/ Rev. October 2021 ____ _ Construction Management Services for Various CIP Projects

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CITY OF CUPERTINO
A Municipal Corporation
By
Name
Title
Date
APPROVED AS TO FORM:

CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
Date -----------
Construction Management Services for Various CIP Projects 4LEAF, INC.

By jk= 3 7
Name Gene Barry
Title Vice President
Date Nov 7, 2023
Master Professional/Special ized Services Agreement/ Rev. October 2021

EXHIBIT A

SCOPE OF SERVICES
The CONSULT ANT shall provide certain Construction Management services as required and requested by the CITY.

The CONSULT ANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY' s Director of Public Works or authorized Agent as defined in Section 11, PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER (Exhibit B).

SECTION 1- GENERAL PROVISIONS
A. The CONSULT ANT shall perform all services to the satisfaction of the CITY' s Public Works Director or authorized Agent.

B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

C. The CONSULT ANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY.

D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT.

E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager.

SECTION 2. BASIC SERVICES
The Consultant shall provide Construction Management services for various CITY Public Works projects . All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement.

A. General Performance Requirements
4Leaf, Inc. Exhibit A-Scope of Services
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1. The performance of all services by CONSUL TANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT.

2. CONSUL TANT shall be responsible for coordinating the work of all consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for all PROJECT meetings during the execution of this agreement under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities.

3. CONSULT ANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY.

CONSULTANT shall not substitute any team members without the prior approval of the CITY. CITY retains the right to reject team members assigned by CONSULTANT or require replacement of team members .

4. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT.

CONSULT ANT shall consult with the CITY, research applicable information, and communicate with members of the PROJECT team .

5. During the course of work of an assigned PROJECT, CONSUL TANT shall meet weekly with CITY's assigned project manager for the respective construction projects to provide an update on the current status of the construction project. CM will provide the CITY' s assigned project manager with a summary report.

B. CONSULT ANT shall effectively manage the assigned construction projects for the efficient, progressive, and proactive delivery of each construction project. For each assigned construction project, the CONSULT ANT may provide any or all of the following tasks and subtasks under Section 2, as is required for each specific project.

C. TASKS
Consultant services for any assigned project under this Master Agreement may include, but is not limited to the following tasks :

Task 1- Pre-Construction Phase - work may include but is not limited to the following :
1) Conduct a constructability review of the construction documents (50%, 95% and 100%) for the various projects. Provide a written report with recommendations for changes. 2) Cost Estimate review and value engineering for various projects . Provide a written report with recommendations .
3) Utility coordination for projects . Work may include a surve y of existing utilities , the 4Leaf Inc.

Construction Management Services 2023-2025
Exhibit A-Scope of Services

development of utilit y service plan for new and existing structures , coordinating with consultant preparing the project plans and making application to the utility companies for service.
4) Assist with the building permit approval process. Work may include but is not limited to coordinating with design consultant and building department to receive an approved building permit.
5) Assist with the review and approval process for other permits and regulatory requirements. Work may include but is not limited to coordinating with design consultant, city staff, and regulatory agencies to apply for and secure approved permits and authorizations as needed .
6) Assist with the development and conducting of public outreach programs to assist in providing public information regarding project.
7) Assist with grant administration during the project.

Task 2 - Bid Phase - work may include but is not limited to the following :
1) Conduct a pre-bid Conference with prospective Bidders. 2) Assist with the issuing of Addendums.
3) Assist in the development of bidders' interest in a project. 4) Review bid documents and assist the CITY in evaluation of bidders Statement of Qualifications for responsible low bidder and assist in analyzing bid protest as may be necessary.
5) Tabulation and evaluation of bid results . Assist in the evaluation of bid alternatives and make recommendations on award .
6) Assist in review and processing of substitution submittals during bid and construction phase.

Task 3 - Construction Phase - work may include but is not limited to the following :
1) Administration and Coordination of Construction Contract: CM will provide administrative, construction management and related services necessary to administer the Construction Contract on each assigned project. CM' s services shall include but are not limited to the following:
4Leaf Inc.
a. Scheduling, coordinating and conducting pre-construction and construction meetings; recording, maintaining and distributing minutes thereof . b. Prior to start of project construction the CM and CITY will come to agreement on the format for all project records to be kept and turned over to the CITY at the completion of the project. Documents may be hard copies and/or electronic. CM will make recommendations on programs to be used for tracking and other record keeping needs .
c. Develop and implement a procedure for the submittal and processing of submittal s with the design consultant. This shall include preparin g and updating ------------------ -Fxhibit A-Sco pe of--Services
Construction Manageme nt Services 2023-2025 Page 3 of 9 logs. Provide preliminary review for completeness and general compliance of submittals that are to be reviewed by the design consultant. Provide review and response for submittals that do not involve the design consultant (such as Safety Plan, Fire Protection Plan). Sign and date such submittals with response:

Reviewed or Revise and Resubmit.
d. Develop and implement a procedure for the submittal and processing of substitution requests with the CITY and the design consultant. This shall include preparing and updating logs.
e. Develop and implement a procedure for timely handling and disposition of the Contractor's request for information (RFI) or clarifications with the design consultant. This shall include preparing and updating logs. f. Establish and implement procedures for the timely transmittal and receipt of communications, drawing and other information between CM, design consultant and the Contractor relating to construction of the project. g. Develop and implement a procedure for the timely submittal, processing and tracking of Contract Change Orders (CCO), Request for Price Quote (RPQ), etc. with the CITY. This shall include preparing and updating logs. h. Coordinate and maintain a project directory for the project, with emergency contact information.

1. Review the Contractor's comprehensive schedule that establishes a base line and reports the status and progress of the project. The schedule should include details such as milestones and key activities to track project progress . Review the Contractor's three week look ahead schedule. Verify that schedules conform to the construction contract documents.
j. Work with CITY and Contractor to maintain use of existing facilities that are affected by the construction, to minimize the disruption to the existing facilities and to have their continued use during the construction of the project. This includes all phase of construction and delivery of materials. 2) Monitoring of construction costs and progress payments, CM services may include but are not limited to the following:
4Leaf Inc.
a. Provide and maintain project level reports for budgeting and contingency tracking; contract payment status; cash flow forecasting and analysis; grant documentation; and other financial reporting as necessary to support the CITY' s accounting needs. CM shall maintain records reflecting the actual costs for activities completed or in progress, including records relating to work performed on a unit cost basis and additional work performed by the Contractor on a time and materials basis. CM shall monitor and advise the CITY of costs pertaining to potential, pending and completed changes ; and potential or pending claims . b. Develop a procedure for submittal, review and processing of the progress payments to Contractor , along with associated forms and reporting systems . CM shall review progress payment applications and work with Contractor to achieve agreement on the progress payment amount. CM will verify that the "as built " Construction Management Services 2023-2025
Exhibit A-Scope of Services

check set of plans by the Contractor are updated prior to approval of progress payment being submitted to the CITY. CM will require Contractor to provide a conditional waiver and release for progress payments and a final release and waiver for the final payment. CM will certify that the data in each application for progress payment is to the best of CM's knowledge, information and belief, the work has progressed to the point indicated in the application for progress payment and the quality of the work is generally in accordance with the contract documents. CM' s review of application for progress payment shall be undertaken and completed in a timely manner so that the CITY can meet its obligations to make progress payment due Contractor within the time permitted by applicable law without incurring interest liability or other penalties/liabilities.

CM shall also verify the progress payment satisfies any grant requirement. 3) Substantial completion and final completion, CM services may include but are not limited to the following:
a. Consult with the design consultants and CITY to jointly ascertain the achievement of substantial completion of the project. If upon inspection of the project substantial completion has not been achieved, the CM will assist the design consultant in noting the conditions of the work and the measures necessary for the Contractor to achieve substantial completion. Upon determining that the Contractor has achieved substantial completion the CM will coordinate the CITY' s and design consultant's final inspection of the work to note punch list items to be completed by the Contractor as a condition to achieve final completion.
b. Assist the CITY in issuing a certificate of substantial completion and final completion, as applicable.
4) Progress Records, CM services may include but are not limited to the following:
a. Maintain records of the progress of construction of the project, including written progress reports and photographs reflecting the status of construction and percentage completion of the project. CM will maintain daily records during construction of the project showing weather conditions, personnel of the Contractor and Subcontractor at the site, work accomplished, problems encountered and other matters materially affecting the project, completion of the project or construction cost to complete construction of the project. CM shall maintain project records for test results and special inspection results. b. Provide monthly progress reports on the project.
5) Site observations of project, CM services may include but are not limited to the following:
a. CM shall be on-site during construction of the project and substantially at all times during which there are construction activities at the site. CITY and CM may agree to the amount of time required to be at the site for observation, however this does not relieve the CM from the requirement of having knowledge of the status of the work.
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Construction Management Services 2023-2025
fahibit A-Scope of Servi~es

4Leaf Inc.
b. Coordinate testing, lab services and inspections, this includes by outside firms.

CM will work with the Building Department for permit inspections coordination and final approvals of permit. Provide testing and test results by testing firm acceptable to CITY. Such testing services shall be a reimbursable expense as described in Task 5.
c. Maintain at the site the following documents at a minimum: Contract, Drawings, Specifications, approved Change Orders, Submittals, building permit, SWPPP and associated testing or monitoring documentation, other permits, applicable codes, rules and regulation and other written or electronic materials relating to the project.
d. CM will endeavor to guard the CITY against defects and deficiencies in construction and workmanship of the project on the basis of its site observations, and a quality control program established and implemented hereunder to monitor construction workmanship for conformity: 1) accepted industry standards; 2) applicable laws, codes, regulations, ordinances or rules: 3) and the requirements of the construction documents.
e. CM shall reject work whenever in the ordinary course of discharging its services the CM discovers or observes patent conditions of defective or deficient construction and workmanship which as or may have an adverse impact upon the project's life-safety systems or operations, structural elements or integrity of the safety of persons or property . CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing . CM' s responsibilities hereunder shall be limited to defective or deficient work or an apparent or patent nature.
f. Review the Contactor safety program and the requirements of the construction documents and applicable law. CM shall monitor the Contractor's compliance with safety programs and advise the CITY of measures, if any, necessary or appropriate to obtain the Contractor's compliance. By undertaking the obligation hereunder, CM shall not be deemed to have assumed responsibility of the adequacy or sufficiency of safety programs implemented by the Contractor, but the CM is responsible for verifying that the Contractor has established a safety program, that the safety program established by the Contractor is in compliance with applicable law, rule or regulation and that the Contractor has implemented its safety program.
g. CM shall promptly notify the CITY in writing of all CM observed instances of Contractor's failure to comply with applicable safety requirements . If in the course of performing services during the construction, the CM observes a safety violation or other unsafe condition on or about the site or surrounding area which have a immediate or potential or actual adve rse effect on life or property , the CM is authorized , without prior notice to the CITY or prior directive by the CITY, to take all actions deemed necessary and appropriate by the CM under the then existing circumstances to prevent such actual or potential adverse effect.

Construction Management Services 2023-2025
Exhibit A-Scope of Services

h. CM shall become familiar with all CEQA documents and permit requirements from other agencies having jurisdictions over the site or work that will affect the project and the construction site. CM shall be responsible for monitoring all aspects of the project as it relates to the requirements. CM shall monitor the Contractor's compliance with all requirements of the CEQA documents and permits by other agencies. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing if Contractor is not following all requirements. 6) Contract Change Order (CCO) processing, CM services may include but are not limited to the following:
a. Coordinate and disseminate correspondence, drawings and other written materials by and between the Contractor, the CITY and the design consultants relating to changes to the project. CM will coordinate the Contractor's performance of changes authorized by the CITY. CM shall maintain a log or other written records to monitor the pendency and disposition of change and CCOs to keep the CITY advised of the status of the same and the actual or potential impact of any particular change or CCO or the cumulative effects thereof on the construction cost or time for completion of construction of the project.
b. Assist the CITY and design consultant in evaluation of requests for the Contactor for issuance of CCOs, assist in negotiations with the Contractor relative to the CCOs proposals and the adjustment of the contract price or the contract time under the construction contract. CM will make recommendations to the CITY and the design consultant for handling and disposition of the Contractor's proposal relative to the changes. If a change to the construction contract is approved or authorized by the CITY, CM will assist the CITY and the design consultant in the preparation of a CCO reflecting such approved or authorized change to the construction contract. The CM is not authorized, without the prior consent and approval of the CITY, to effectuate or authorize any change to the work of the project. The CM shall be liable to the CITY for all direct and consequential costs, losses or damage resulting from the CM' s direction or authorization of effectuate a change to the work of the project without the prior direction and authorization by the CITY.
7) Claims handling, CM service may include but are not limited to the following:
a. Assist the design consultant in the review, evaluation and processing of claims asserted by the Contractor; CM will make recommendations to the CITY as to merit, handling and disposition of Contractor's claims. Except in the event that the CM is alleged to have caused or contributed to the circumstances giving rise to a Contractor claim or other Contractor demand for compensation, services of the CM to prepare documentation or provide testimony in a mediation, arbitration or judicial proceeding arising out of such a claim or demand for compensation shall be deemed additional services. If the CM is alleged to have Construction Management Services 2023-2025
Exhibit-A-Scope-of Services

caused or contributed to a Contractor claim, the CM' s claims handling services, including without limitation, claims analysis, assistance in preparing briefs/graphic materials in connection with negotiations or dispute resolution proceeding relating to a Contractor claim shall be deemed part of the CM' s basic services under this agreement.
8) CM equipment, CM shall provide the following equipment necessary to carry out CM duties:
a. Provide all equipment, furnishings and other items necessary to complete the services required for the project. Including without limitation, trailer, computers, related hardware, software, vehicles, cell phones, office equipment and copiers.

Task 4 - Inspections and Testing - work may include but is not limited to the following:
1) CM shall conduct routine inspection of the construction work over the course of construction to ensure compliance of the work with the construction contract, including all drawings and specifications.
2) CM shall monitor the contractor's compliance with required Regulatory Agency Permit inspections and advise CITY of coordination problems and Contractor's compliance with permit/inspection requirements .
3) CM shall engage the necessary subconsultants to perform the necessary inspections and testing as required for the project. CM shall schedule and coordinate with the contractor and subconsultant for the necessary testing and inspection for the project. 4) Compensation to the CM for inspections and testing by subconsultant shall be for the actual billed amount only, no mark up or overhead will be allowed for these subcontracted services. CM shall bill monthly for actual inspections and testing completed. CM shall attach copies of subconsultants' invoice for verification of cost being billed.

Task 5 - Post-Construction Phase - work may include but is not limited to the following:
1) Contractor closeout document review, CM services shall include but are not limited to the following:
2) Receive from the Contractor the closeout documents and items to be submitted by the Contractor under the terms of the Construction Contract upon completion of its obligations under the Construction Contract. The CM shall review each Contractor's closeout submittals to determine conformity with the requirements of the Construction Contract. If the CM determines that any Contractor's closeout submittals are not in conformity with requirements of the construction contract, the CM shall make recommendations to the CITY for measures to secure compliance with the requirements of the construction contract. The CM shall deliver to the CITY all of the Contractor's closeout submittals, including the Contractor's as-build drawings which the CM shall 4Leaf Inc.

Construction Management Services 2023-2025
Exhibit A-Scope of Services

transmit to the design consultant for preparation of the record drawings. The CM shall monitor the design consultant's preparation and completion of the project record drawings prior to delivering to the CITY.
3) Within thirty (30) days of the date of issuance of a Certificate of Final Completion for the construction contract, the CM shall assemble and deliver to the CITY all of the records maintained by the CM relating to the project.
ea nc.

Construction Management Services 2023-2025

END OF EXHIBIT
xhibi t-k-'Scope-offlervices

COMPENSATION
The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. - Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Compensation, of the Master Agreement.

Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City.

Consultant Hourly Rate(s)
The Consultant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders:

Labor Category CY2024 Hourly Rate CY2025 Hourly Rate
Principal Engineer $207 $218
Resident Engineer/ Construction $175 $184
Manager
Assistant Engineer / $160 $168
Office Engineer
Construction Inspector $95-148 $100-156
*CY= Calendar Year; 3% escalation indicated
Reimbursable Expenses
Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate . Such expenses include, but are not limited to:
• Individual or multiple document reproduct ions that exceed 50 pages; • Drawing or bid set reproductions ;
• Software required by City othe r than Microsoft Word , Excel, PowerPoint , and Project; Adobe Acrobat ; and a photo editor program .
• Travel expenses to the extent allowed by City policy; 4Leaf, Inc.

Construc tion Management Services 2023-25
Compensation

COMPENSATION
• Sub-consultants required by project scope of services; • Safety equipment required by City policy or the project scope of services; • Mass mailing notifications;
• Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment.

The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Section 14, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order.

The City shall compensate the Consultant for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration.

Reimbursable expenses shall be separately identified on the Consultant invoice.

Method of Payment
The Consultant shall submit an invoice to the City by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be emailed to [email protected] and the Project Manager or mail to the City at:

Attention: Susan Michael, Capital Improvement Programs Manager City of Cupertino
10300 Torre Ave.

Cupertino, CA 95014
The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining.

All Consultant payments shall be addressed to:
4Leaf, Inc.
2126 Rheem Drive
Pleasanton, CA 94588
Attention: Gene Barry
4Leaf, Inc.

Construction Management Services 2023-2025

END OF EXHIBIT
Compensation

EXHIBIT B

SERVICE ORDER PROCESS
The CONSULT ANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 14, Project Coordination, and (2) as defined in a fully executed Service Order .

SECTION 1- SERVICE ORDER INITIATION
A. The City Public Works Director or his/her designee shall provide written request for Consultant services as defined in this agreement. The Consultant and City shall meet to discuss the services after which the consultant shall provide a written proposal including specific scope of services, performance schedule, and compensation to the City.

B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of the Service Order.

C. The City shall prepare a Project Service Order consistent with the City's standard form, Service Order, and Attachment A. The Service Order shall, at a minimum, include (1) specific scope of services, deliverables, schedule of performance, and compensation .

SECTION 2- SERVICE ORDER EXECUTION
D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Section 14 of the Master Agreement, Project Coordination, and the date signed.

E. The Consultant shall begin work on the scope of services only after receipt of a fully executed authorized Service Order defining those services. Consultant understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City.

F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the Master Agreement.

CSG Consultants, Inc. Exhibit B-Service Order Process
Constr uction Management Services

CITY OF CUPERTINO

MASTER AGREEMENT CONSULT ANT SERVICES
SERVICE ORDER NO.

MASTER AGREEMENT #: MA Date:

Maximum Compensation: MA End Date:

Consultant: Firm Name:

Address:

Contact: Ph:

Email Address:

Project Name:
□Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation
City Project Management
Managing Department: Public Works Project Manager:

Fiscal/Budget :

Master Agreement Maximum Compensation:
----------
Tot al Previously Encumbered to Date:
----------
Enc umbra n c e this Service Order:
----------
Master Agreement Unencumbered Balance:
----------
SO Acc't#: PO#:

Project#: Date:

Approvals:

Consultant: Date:

Manager: Date:

Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date:
---------------Man age men t Analyst
City of Cupertino Master Agreement Service Order

EXHIBITC
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:

I. Commercial General Liability (CGL): Insurance Services Office ("ISO") Form CG 0001 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 10 04 13
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured.

2. Automobile Liability: ISO 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 and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not Insurance Requirements for Professional/Specialized Services Version: Jan. 2022 Agreement
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 duringthe 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 Version: Jan. 2022 Agreement
4LEAINC-01 MINED1
ACORD " CERTIFICATE OF LIABILITY INSURANCE I

DATE (MMIDD/YYYY)
~ 4/10/2023
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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER License# OC41366 CONTACT NAME:

Granite Professional Insurance Brokerage, Inc. rt2.NNEo, Ext): (925) 462-8400 I FAX 360 Lindbe~h Avenue (AJC, No):(925) 462-8888
Livermore, A 94551 f~lJ~ss, [email protected]
INSURER($) AFFORDING COVERAGE NAIC#
INSURER A : Travelers Property Casualty Company of America 25674 INSURED INSURER a: Evanston Insurance 35378
4LEAF, Inc. INSURERC:
2126 Rheem Dr INSURERD:

Pleasanton, CA 94588 INSURER E:

INSURERF:

COVERAGES CERTIFICATE NUMBER· 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 ~.~J>~ SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR wvn A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~
~ CLAIMS-MADE [K] OCCUR ~~~~~H9E~~~J~~ence\ X X 6800J268720 4/9/2023 4/9/2024 $ 1,000,000 f-----
~
MED EXP (Anv one oerson) $ 5,000
PERSONAL & ADV INJURY $ 1,000,000
f-----
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 Fl
POLICY [K] ~r8i □ LOG PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $

A AUTOMOBILE LIABILITY
f-----
/c,OMBINED SINGLE LIMIT Ea accident\ $ 1,000,000
X ANY AUTO 8107R025623 4/9/2023 4/9/2024 BODILY INJURY (Per oerson\ $ -OWNED SCHEDULED f----- AUTOS ONLY - AUTOS BODILY INJURY /Per accident) $ X ~LRT1?s ONLY X NON-OWNED rpf!,?~tc~d7;;:',t?AMAGE $ - AUTOS ONLY $

A X UMBRELLA LIAS
N
OCCUR EACH OCCURRENCE $ 6,000,000
- CUP1 S364055 4/9/2023 4/9/2024 EXCESS LIAS CLAIMS-MADE AGGREGATE $ 6,000,000 OED I I RETENTION $ $
A WORKERS COMPENSATION X I ~ffruTE I IOTH-
AND EMPLOYERS' LIABILITY ER YIN X UB2T357728 4/9/2023 4/9/2024 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □
E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? NIA 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liab MKLV7PL0005809 4/9/2023 4/9/2024 Each Claim 2,000,000 B MKLV7PL0005809 4/9/2023 4/9/2024 Aggregate 2,000,000
DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The attached forms apply as required per written contract or written agreements between the listed parties and the insured, which are subject to the policy provisions. In the absence of such written contract or written agreement the attached form may not be applicable.

The City of Cupertino, its City Council, officers, officials, employees, agents , servants and volunteers are named as additional insured on General Liability Policy per attached endorsement CG D3 81 0915. Primary and non-contributory applies to General Liability policy per attached endorsement CG D3 81 0915.

Waivers of subrogation apply to General Liability and Workers Compensation Policies per attached endorsements CG D3 81 0915 and WC 99 03 76.

Professional Liability Retro Date 4/1/07

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
10300 Torre Ave.

Cupertino, CA 95014

AUTHORIZED REPRESENTATIVE
c?=
I
~~
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved.

The ACORD name and logo are registered marks of ACORD
POLICY# 8107R025623

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover­ age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en­ dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS
F. HIRED AUTO - LIMITED WORLDWIDE COV-

ERAGE - INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE - GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form dur­
ing the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only un­
til the 180th day after you acquire or form the or­
ganization or the end of the policy period, which­
ever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II - COVERED
AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an addi­
tional insured is an "insured" for Covered Autos
Liability Coverage, but only for damages to which
H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
in Section II.

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II - COV­
ERED AUTOS LIABILITY COVERAGE:

An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in an "employee's"
name, with your permission, while performing
duties related to the conduct of your busi­
ness.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV - BUSI­
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover­
age, the following are deemed to be cov­
ered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL AUTO
perm1ss1on, while performing duties
related to the conduct of your busi­
ness.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:

Any "employee" of yours is an "insured" while us­
ing a covered "auto" you don't own, hire or borrow
in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2),
of SECTION II - COVERED AUTOS LIABIL­
ITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds (in­
cluding bonds for related traffic law viola­
tions) required because of an "accident"
we cover. We do not have to furnish
these bonds.

2. The following replaces Paragraph A.2.a.(4),
of SECTION II - COVERED AUTOS LIABIL­
ITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day be­
cause of time off from work.

F. HIRED AUTO - LIMITED WORLDWIDE COV­

ERAGE - INDEMNITY BASIS
The following replaces Subparagraph (5) in Para­
graph B.7., Policy Period, Coverage Territory,
of SECTION IV - BUSINESS AUTO CONDI­
TIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction, em­
bargo, or similar regulation imposed by the
United States of America applies to and pro­
hibits the transaction of business with or
within such country or jurisdiction, for Cov­
ered Autos Liability Coverage for any covered
"auto" that you lease, hire, rent or borrow
without a driver for a period of 30 days or less
and that is not an "auto" you lease, hire, rent
or borrow from any of your "employees",
partners (if you are a partnership), members
(if you are a limited liability company) or
members of their households.
(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(i) You must arrange to defend the "in­
sured" against, and investigate or set­
tle any such claim or "suit" and keep
us advised of all proceedings and ac­
tions.
(ii) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(iv) We will reimburse the "insured" for
sums that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, that the "in­
sured" pays with our consent, but
only up to the limit described in Para­
graph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
LIABILITY COVERAGE.
(v) We will reimburse the "insured" for
the reasonable expenses incurred
with our consent for your investiga­
tion of such claims and your defense
of the "insured" against any such
"suit", but only up to and included
within the limit described in Para­
graph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
LIABILITY COVERAGE, and not in
addition to such limit. Our duty to
make such payments ends when we
have used up the applicable limit of
insurance in payments for damages,
settlements or defense expenses.
(b) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess,
contingent or on any other basis.
(c) This insurance is not a substitute for re­
quired or compulsory insurance in any
country outside the United States, its ter­
ritories and possessions, Puerto Rico and
Canada.

Includes copyrighted material of Insurance Services Office , Inc. with its permission .

You agree to maintain all required or
compulsory insurance in any such coun­
try up to the minimum limits required by
local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in­
surance requirements.
(d) It is understood that we are not an admit­
ted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and Can­
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE - GLASS
The following is added to Paragraph D., Deducti­
ble, of SECTION Ill - PHYSICAL DAMAGE
COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
The following replaces the last sentence of Para­
graph A.4.b., Loss Of Use Expenses, of SEC­
TION Ill - PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
The following replaces the first sentence in Para­
graph A.4.a., Transportation Expenses, of
SECTION Ill - PHYSICAL DAMAGE COVER­
AGE:

We will pay up to $50 per day to a maximum of
$1 ,500 for temporary transportation expense in­
curred by you because of the total theft of a cov­
ered "auto" of the private passenger type.

J. PERSONAL PROPERTY
The following is added to Paragraph A.4., Cover­
age Extensions, of SECTION Ill - PHYSICAL
DAMAGE COVERAGE:

Personal Property
We will pay up to $400 for "loss" to wearing ap­
parel and other personal property which is:
(1) Owned by an "insured"; and

COMMERCIAL AUTO
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph 8.3., Exclu­
sions, of SECTION Ill - PHYSICAL DAMAGE
COVERAGE:

Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that in­
flate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Compre­
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV - BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized representa­
tive prompt notice of the "accident" or "loss" ap­
plies only when the "accident" or "loss" is known
to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability com­
pany);
(d) An executive officer, director or insurance
manager (if you are a corporation or other or­
ganization); or
(e) Any "employee" authorized by you to give no­
tice of the "accident" or "loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - BUSINESS AUTO CONDI­
TIONS:

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the ex­
tent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office , Inc. with its permission .

COMMERCIAL AUTO
such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2., Con­
cealment, Misrepresentation, Or Fraud, of
SECTION IV - BUSINESS AUTO CONDITIONS:

The unintentional om1ss1on of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance. How­
ever this provision does not affect our right to col­
lect additional premium or exercise our right of
cancellation or non-renewal.

Includes copyrighted material of Insurance Services Office, Inc. with its permission .

Policy Number 6800J268720

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 Ill -
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 0915 © 2015 The Travelers Indemnity Company. Ali rights reserved. Page 1 of2 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.

Includes the copyrighted material of Insurance Services Office, Inc., wHh its permission ~

TRAVELERSJ ,

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A)- 001
POLICY NUMBER: UB2T357728

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.

The additional premium for this endorsement shall be 2 . oo % of the California workers' compensation pre- mium.

Person or Organization

ANY PERSON OR ORGANIZATION FOR

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

Schedule
Job Description

ENGINEERS
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective
Insured
Insurance Company
DATE OF ISSUE: 04-03 - 23
Policy No. Endorsement No.

Premium
Countersigned by ____________ _
ST ASSIGN : age 1 of 1
4Leaf, Inc for Construction Management
Services for Various CIP Projects
Final Audit Report
Created:

By:

Status:

Transaction ID:
2023-11-07
City of Cupertino ([email protected])
Signed
CBJCHBCAABAAPNY1 yzhrWC2eBsnZKL5OOvlbnRAUCkw4
2023-11-07
"4Leaf, Inc for Construction Management Services for Various CIP Projects" History
'El Document created by City of Cupertino (webmaster@cupertino .org) 2023-11-07 - 1 :54:03 AM GMT- IP address: 35.229.54.2
g Document emailed to Julia Kinst [email protected]) for approval 2023-11-07 - 1 :55:55 AM GMT
0c. Document approved by Julia Kinst [email protected]) Approval Date: 2023-11-07 - 1 :56:25 AM GMT - Time Source: server- IP address: 216.198.111.214 g Document emailed to Gene Barry (gbarry@4leafinc .com) for signature 2023-11-07 - 1 :56:27 AM GMT
J.l,. Document shared with Susan Michael ([email protected]) by Julia Kinst [email protected]) 2023-11-07 - 1 :56:54 AM GMT- IP address: 216.198.111.214 'El Email viewed by Gene Barry ([email protected])
2023-11-07 - 3:54:50 PM GMT- IP address: 104.47.70.126
6-0 Document e-signed by Gene Barry (gbarry@4leafinc .com) Signature Date: 2023-1 1-07 - 3:56:21 PM GMT - Time Source: server- IP address: 68.65.68.30 f) Agreement completed.
2023-11-07 - 3:56:21 PM GMT
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