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23-042 Zero Foodprint, Compliance with Senate Bill 1383Page 1 of 23 SERVICE CONTRACT FOR BROKERING AND APPLICATION OF COMPOST FOR THE PURPOSE OF COMPLIANCE WITH SENATE BILL 1383 REGULATIONS REGARDING PROCUREMENT OF RECYCLED ORGANICS PRODUCTS THIS AGREEMENT is made in Cupertino, California by and between the City of Cupertino (“City”), and Zero Foodprint (“Contractor”), who agree that: 1. Purpose of Contract. This is a contract for procurement of compost that can be applied to City procurement targets for compliance with Senate Bill 1383 regulations (“SB 1383”) as more specifically described in Exhibit A of this agreement (“Scope of Work”) and all work authorized by this agreement shall be completed in accordance with the established project schedule as set forth in the Scope of Work. 2. Term. The term of this agreement commences on November 7, 2022 (“Effective Date”) and extends through June 30, 2024, or the completion of the project, whichever occurs first. This agreement may be renewed for successive one-year terms by agreement between the parties provided, however, that the total term of such renewals may not extend more than six years beyond the Effective Date. 3. Payment. City shall pay Contractor for work product produced pursuant to this agreement an amount not to exceed $68,102.40 for work to be performed and any authorized reimbursable costs. Contractor is not authorized to undertake any efforts or incur any costs whatsoever under the terms of this agreement until receipt of a copy of this agreement signed on behalf of the City or fully executed purchase order from City. The initial invoice may be submitted only after (1) this contract is fully executed, (2) insurance certificates and endorsements required by this agreement have been submitted, (3) signed Federal Taxpayer ID Number Form (substitute IRS Form W-9) has been submitted, and (4) any other pre-invoice requirements specified in the Scope of Work have been completed. 4. Contract Administration. The primary representatives of City and Contractor for contract administration are listed below. City Contractor Primary Representative: Ursula Syrova Leo Beckerman Address: 10300 Torre Avenue Cupertino, CA 95014 2370 Market Street, Suite 103, Box #332 San Francisco, CA 94114 Telephone: Cell Phone: 408-777-3236 408-309-2536 510.214.2515 E-mail: UrsulaS@cupertino.org leo@zerofoodprint.org Page 2 of 23 5. Insurance. Contractor and all subcontractors shall procure and maintain insurance as required by the provisions set forth in Exhibit B. Grantees under this Agreement (as described in Exhibit A - Scope of Work) shall not be considered subcontractors for the purposes of this requirement. 6. General Provisions. City and Contractor agree to and shall abide by the general provisions set forth in Exhibit C. 7. Exhibits. All exhibits referred to in this agreement are attached hereto and are by this reference incorporated herein and made a part of this agreement. 8. Power to Execute Agreement. Each individual executing this agreement, on behalf of one of the parties, represents that he or she is duly authorized to sign and deliver the agreement on behalf of such party and that this agreement is binding on such party in accordance with its terms. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this agreement. Contractor City ________________________________ [Insert Name, Title] Date: _________________ __________________________________ Date: __________________ APPROVED AS TO FORM: __________________________ Date: ____________________ Attachments Exhibit A – Scope of Work Exhibit B – Insurance Requirements Exhibit C – General Requirements Exhibit D – Contractor Attestation COVID-19 Vaccination/Testing Requirements Leo Beckerman Director of Operations Jan 12, 2023 Christopher D. Jensen Jan 12, 2023 Ursula Syrova (she/her) Environmental Programs Manager Jan 12, 2023 Page 3 of 23 Exhibit A - Scope of Work 1. Purpose of Agreement. Contractor shall provide City with the compost procurement services described in Exhibit A-1 – Services (hereafter referenced as “Services”), for the purpose of facilitating compliance with SB 1383 recovered organic waste product procurement requirements, as described in the California Code of Regulations Title 14, Division 7, Chapter 12, Article 12 – Procurement of Recovered Organic Waste Products (14 CCR 18993.1 et seq.). Contractor shall perform these Services on City’s behalf. This Agreement is a pilot to develop pricing structures, payment schedules, priorities for compost use, record-keeping and reporting capacity. Contractor operates a grant-making program throughout California which provides grants and other support to farmers and ranchers to implement carbon farming practices, including compost application. Compost procured through this Agreement will be awarded to Contractor’s grantees (hereafter referenced as “Grantees”). 2. Services to Be Provided Exclusively to City. Contractor shall maintain records sufficient to demonstrate that any compost procured on City’s behalf under this Agreement is not applied towards the SB 1383 recovered organic waste product procurement target of any other jurisdiction except as authorized by City. 3. Requirements for Compost. To ensure that compost procured under this Agreement meets the requirements specified in 14 CCR 18993.1, compost shall meet the criteria in Exhibit A-2 – Compost Requirements. 4. Recordkeeping and Reporting. Contractor shall maintain and submit records and supporting documents regarding the Services as specified in Exhibit A-3 – Recordkeeping and Reporting Requirements. At the time Contractor submits those records to City, the records shall be accompanied by a certification attesting to the records’ accuracy. Contractor shall use the reporting example template in Exhibit A-4 – Reporting Form. Contractor shall require Grantees to submit a signed spreading agreement, confirming use of compost and allocation of procurement to Contractor. 5. Conflict of Terms In the event of a conflict between the terms of this agreement and this Exhibit A or any of the exhibits referenced in this Exhibit A, the terms of the agreement shall govern. Attachments to Exhibit A Exhibit A-1 – Services Exhibit A-2 – Compost Requirements Exhibit A-3 – Recordkeeping and Reporting Requirements Exhibit A-4 – Reporting Form Page 4 of 23 Exhibit A-1 – Services 1) Task 1: Compost Procurement: a) Contractor will procure at least 2,585 tons of compost on behalf of City. i) Contractor will provide compost to Grantees selected from among its pool of grant applicants. ii) Compost shall meet the additional requirements described in Exhibit A-2 – Compost Requirements b) If a Grantee is awarded compost under this Agreement, that Grantee shall be considered a direct service provider to City. All such compost shall be allocated to City towards satisfying their SB 1383 procurement requirements. c) Contractor shall require Grantees using compost allocated to City for SB 1383 procurement purposes. Contractor shall have written agreement stating Grantee shall use all such compost on behalf of Contractor, and that Grantee shall not allocate that compost to another organization or entity for the purpose of satisfying SB 1383 procurement requirements. 2) Task 2: Reporting and Record-Keeping Contractor shall provide to City record-keeping and reporting services as described in Exhibit A-3 – Record-keeping and Reporting Requirements. Payment. The total payment for this agreement shall not exceed $68,102.40. Up to ten percent of the total amount awarded to Contractor under this Agreement may be invoiced by Contractor for its administrative expenses. In order to meet the CalRecycle Local Assistance grant expenditure deadline of May 2, 2024, the final invoice must be submitted by April 1, 2024. Contractor will invoice not more than once per month, and payments will be due and payable by City when the following have been completed: Initial payment will be due and payable by City when the following conditions have been met: 1) This Agreement is fully executed. 2) Grant agreements for compost meeting SB 1383 procurement requirements have been executed by Grantees and submitted to City. 3) Invoice for payment has been submitted to and accepted by City. 4) Certificates of Insurance meeting the requirements of Exhibit B of this Agreement have been submitted. 5) Contractor’s signed Federal Taxpayer ID Number Form (substitute IRS Form W-9) has been submitted to City. Subsequent payments will be due when the following conditions have been met: Page 5 of 23 1) Any additional grant agreements between Contractor and Grantees for compost meeting SB 1383 procurement requirements have been submitted; City has approved the Grantees for use of funds from this Agreement. 2) All progress reports required prior to the invoice date have been received by City. 3) Invoice for payment has been submitted to and accepted by City. Final payment will be due when the following conditions have been met: 1) Any remaining additional grant agreements between Contractor and Grantees for compost meeting SB 1383 procurement requirements have been submitted. 2) Any outstanding progress reports required prior to the invoice date and the annual summary report have been received and approved by City. 3) Invoice for payment has been submitted to City. Page 6 of 23 Exhibit A-2 - Compost Requirements As required in 14 CCR 18993.1(f)(1), compost procured to perform the Services shall meet the following criteria: 1) Materials: a) Acceptable materials are: i) Compost, including fine, medium, and coarse compost. ii) The portion of topsoil, biotreatment soil mix, or other blend that is compost. iii) See attached specification for additional requirements. b) Unacceptable materials include: i) Compost that exceeds state maximum limitations for pathogens, metals, and physical contaminants in 14 CCR § 17868.2 – 17868.3.1. ii) Uncomposted compostable materials, including: (1) Digestate (2) Biosolids/sewage sludge (3) Manure (4) Tree trimmings and green waste iii) Biochar iv) Fertilizers and soil amendments, including: (1) synthetic fertilizer (2) nitrolized sawdust (3) gypsum (4) urea v) Topsoil, fill (except as described in (1)(a)(ii)) 2) Sources: a) Acceptable sources of compost: (per 14 CCR 18993.1(f)(1)): i) A compostable material handling facility with a Full Solid Waste Facility Permit or Registration Permit, or that is authorized under the Enforcement City Notification Tier under 14 CCR § 17854.1 ii) A large volume in-vessel digestion facility that composts on-site. 3) Definitions: a) “Biochar” means the charcoal product of biomass conversion through pyrolosis (along with ash and syngas). b) “Biosolids” means solid, semi-solid, or liquid residue generated during the treatment of domestic sewage in a treatment works. Biosolids includes, but is not limited to, treated domestic septage and scum or solids removed in primary, secondary, or advanced wastewater treatment processes. Biosolids includes the residue solids resulting from the co-digestion of Page 7 of 23 anaerobically digestible material with sewage sludge. Biosolids does not include ash generated during the firing of sewage sludge in a sewage sludge incinerator or grit and screenings generated during the preliminary treatment of domestic sewage in a treatment works. 14 CCR 17852(a)(9) c) “Compost” means the product resulting from the controlled biological decomposition of organic solid wastes that are source separated from the municipal solid waste stream, or which are separated at a centralized facility. 14 CCR 17896.2(a)(4) d) “Compostable material” means any organic material that when accumulated will become active compost. 14 CCR 17852(a)(11) e) “Compostable Material Handling Facility permitted or authorized by 14 CCR § 17854.1” means a facility described by the tiered regulatory system adopted by the California Integrated Waste Management Board in 1994. f) “Digestate” means the solid and/or liquid residual material remaining after organic material has been processed in an in-vessel digester. 14 CCR 17896.2(a)(6) g) “Large Volume In-vessel Digestion Facility” means a facility that receives an average greater than 100 tons of solid waste per operating day or greater than 700 tons (2,800 cubic yards) per week of solid waste for digestion in an in-vessel digester. 14 CCR 17896.2(a)(15) h) “Manure” is an agricultural material and means accumulated herbivore or avian excrement. This definition shall include feces and urine, and any bedding material, spilled feed, or soil that is mixed with feces or urine. 14 CCR 17896.2(a)(18) Page 8 of 23 Exhibit A-3 – Recordkeeping and Reporting Requirements Contractor shall keep and maintain a complete copy of all records regarding its provision of Services to City. Records shall be maintained on a calendar year basis, i.e. for each calendar year in which Contractor procures compost for City under this Agreement. 1) Reporting: a) Contractor shall submit progress reports on the following schedule: i) December 15, 2022 for the period between July 1 and November 30, 2022 ii) July 15, 2023 for the period between January 1 and June 30 iii) December 15, 2023 for the period between July 1 and November 30, 2023 b) Contractor shall submit an annual summary report on or before February 15, 2023 and 2024. c) Final report: April 15, 2024 for the period between January 1 and April 14, 2024. 2) The following submittals shall be included with each report: a) All receipts or similar records evidencing Contractor’s procurement of compost on City’s behalf. b) All receipts of similar records evidencing Grantees’ receipt of compost on City’s behalf. 3) Contractor shall report above information on the reporting form provided in Exhibit A-4 –Sample Report. Records regarding Contractor’s compost procurement Services in a particular calendar year shall be maintained for six calendar years after the end of that Service year. These records shall be made available for inspection by City at any time during usual business hours. Contractor shall include the same audit and inspection rights and record retention requirements in any contracts awarded to help it carry out the Services. Page 9 of 23 Exhibit A-4 – Sample Summary Report See supplement “Sample SB 1383 Procurement Report.Zero Foodprint” for the full sample (45 pp) Page 10 of 23 -End of Exhibit A- Page 11 of 23 Exhibit B - Insurance 1. During the life of this agreement, Contractor and all subcontractors shall maintain the following minimum insurance: A. Comprehensive general liability insurance: Insurance Services an “occurrence" basis including products and completed operations, personal & advertising injury liability, blanket contractual liability, and broad-form property damage liability coverage. The combined single limit for bodily injury and property damage shall be at least $2,000,000. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. C. Statutory workers' compensation and employer's liability insurance as required by state law with a limit of at least $1,000,000 per accident for bodily injury or disease. Neither Contractor nor its carrier shall be entitled to recover any costs, settlements, or expenses of workers' compensation claims arising out of this agreement. The Employer's Liability policy shall be endorsed to waive any right of subrogation against the City, its employees or agents. D. Contractor shall submit to City certificates of insurance and endorsements for the policies listed above. All endorsements shall be signed by a person authorized by that insurer to bind coverage on its behalf. City has the right to require Contractor’s insurer to provide complete, certified copies of all required insurance policies. Contractor shall not cancel, assign, or change any policy of insurance required by this agreement or engage in any act or omission that will cause its insurer to cancel any insurance policy required by this agreement except after providing 30 days prior written notice to City. If an insurance policy required by this agreement is unilaterally cancelled or changed by the insurer, the Contractor shall immediately provide written notice to the City and obtain substitute insurance meeting the requirements of this agreement. Nothing in this subsection relieves Contractor of its obligation to maintain all insurance required by this Contract at all times during the term of the agreement. 2. As to all of the policies of insurance listed above, the following shall apply: B. City as Additional Insured. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds with the same coverage and limits available to the named insured regarding: liability arising out of activities performed by or on behalf of the Contractor; premises owned, occupied or used by the Contractor, or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees, agents or volunteers. Any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured; the additional insured coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater. For any claims related to this project, the Page 12 of 23 Contractor’s insurance coverage shall be primary insurance 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 the Contractor’s insurance and shall not contribute with it. Coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy, or on the City’s own form. C. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: • Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. • The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. D. Umbrella/Excess Insurance. The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. 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 (if agreed to in a written contract or agreement) before the City's own Insurance or self insurance shall be called upon to protect it as a named insured. 3. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this agreement, Contractor shall immediately notify City by telephone. Contractor shall promptly submit to City a written report, in such form as may be required by City of all accidents which occur in connection with this agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) names and address of Contractor's subcontractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of accident and whether any of City's equipment, tools, materials or staff were involved. Failure to comply with this section shall constitute a material breach of this agreement. -End of Exhibit B Exhibit C – Page 13 of 23 Exhibit C -- General Provisions 1. Independent Contractor. City requires the services of a qualified contractor to provide the work product described in Exhibit A. Contractor is qualified to provide the required work product and is agreeable to providing such work product on the terms and conditions in this agreement. All work authorized by this agreement shall be completed in accordance with the established project schedule as set forth in Exhibit A. 1.1 Contractor shall perform Contractor's duties to the best of Contractor's ability and in accordance with the generally accepted professional and ethical standards of Contractor's profession and community. Contractor agrees to perform Contractor's duties at all times in strict accordance with currently approved methods and practices in Contractor's field and in accordance with the standards required by the City. All duties shall be performed and rendered in a competent, efficient, timely and satisfactory manner. 1.2 Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including without limitation all provisions of the Occupational Safety and Health Act of 1979, Title VII of the Civil Rights Act of 1964, the Immigration Reform and Control Act of 1986 and all other applicable federal, state, and local laws. Contractor represents and warrants to City that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Contractor to practice its profession and shall, at its sole cost and expense, keep in effect at all times during the term of this agreement any licenses, permits, and approvals which are legally required for Contractor to practice its profession. Failure to comply with this subsection shall constitute a material breach of this agreement. 1.3 City recognizes that Contractor's ability to complete the scope of work within the budget and timelines established in this agreement is necessarily dependent on receiving reasonable, timely and adequate input and review from the City. The agreement also assumes that City's policies, goals, objectives, actions or alternatives will not change in a manner which alters the Scope of Work once it has been initially defined and accepted by the City. Should the Scope of Work defined by this agreement be expanded or contracted or the schedule be changed, Contractor's compensation shall be adjusted to reflect any additional work or costs. City and Contractor shall negotiate in good faith to determine the adjustment in compensation. 1.4 Contractor shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to Contractor, to any subcontractor, to the City, to City officers and employees, or to parties designated by the City, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or Exhibit C – Page 14 of 23 other causes to the extent predicated on active or passive negligence or the willful misconduct of the Contractor or of any subcontractor. 1.5 No relationship of employer and employee is created by this agreement, it being understood that Contractor shall act hereunder as an independent contractor performing the work set forth in Exhibit A at all times in strict accordance with currently approved methods and practices in Contractor's field and that the sole interest of City is to ensure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner in accordance with the standards of the City and those set forth in this agreement between the City and any subcontractor or employee of Contractor. 1.6 Contractor shall not have any claim under this agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, including, but not limited to, federal and state income taxes, and in connection therewith Contractor shall indemnify and hold City harmless from any and all liability that City may incur because of Contractor's failure to pay such taxes. 1.7 Nothing contained in this agreement shall be construed as limiting the right of Contractor to engage in Contractor's profession separate and apart from this agreement so long as such activities do not interfere or conflict with the performance by Contractor of the obligations set forth herein and in Exhibit A. Interference or conflict will be determined at the sole discretion of the City. 1.8 Should City, in its discretion, or a relevant taxing authority, including, but not limited to the Internal Revenue Service or the State Employment Development Division, determine that the Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by the Contractor which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by the Contractor for City, upon notification of such fact by the City, the Contractor shall promptly remit such amount due or arrange with the City to have the amount due withheld from future payments to the Contractor under this agreement (again, offsetting any amounts already paid by the Contractor which can be applied as a credit against such liability). Any determination of employment status above shall be solely for the purposes of the particular tax in question, and for all other purposes of this agreement, the Contractor shall not be considered an employee of City. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that the Contractor is an employee for any other purpose, then the Contractor agrees to a reduction in the City's Exhibit C – Page 15 of 23 financial liability so that the City's total expenditures under this agreement are not greater than they would have been had the court, arbitrator, or administrative authority determined that the Contractor was not an employee. 2. Payment. 2.1 Contractor shall submit all billings to City and City shall pay such billings in the manner specified in this paragraph. Payment shall be made payable to Contractor and delivered to the address specified in section 4 on page 1 of this agreement. The payments specified in this paragraph shall be the only payments to be made to Contractor in connection with Contractor’s completion of the Scope of Work pursuant to this agreement. Reimbursable expenses shall be billed only at their actual cost. Contractor shall not be allowed or paid travel expenses except to the extent authorized in Exhibit A. The making of any payment by City, or the receipt thereof by the Contractor, shall in no way lessen the liability of the Contractor to correct or revise unsatisfactory work, even though the unsatisfactory character of such work may not have been apparent or detected at the time such payment was made. City may withhold payment to Contractor in any instance in which the Contractor has failed or refused to satisfy any material obligation provided for in this agreement. In no event shall City be liable for interest or late charges for any late payments. 2.2 Contractor shall submit invoices, not more often than once a month during the term of this agreement, based on the cost for work performed in accordance with the rate schedule and other terms in the Scope of Work and authorized reimbursable expenses incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of bills, i.e., Bill No. 1; b. The beginning and ending dates of the billing period; c. A summary containing the total contract amount, the amount of prior billings, the total due this period, percentage of work completed, the remaining balance available for all remaining billing periods, and a brief description of work completed during the billing period. 2.3 Within 30 days of receiving an invoice City shall make payment for satisfactory progress in completion of the Scope of Work, and for authorized reimbursable expenses incurred. 3. City Representative. The City’s Primary Representative designated in section 4 on page 1 of this agreement is authorized to transmit instructions, receive information, and interpret and define City's policies consistent with this agreement. Contractor shall be entitled to rely on representations made by City's representative(s) unless otherwise directed in writing by City. All correspondence and Exhibit C – Page 16 of 23 other communications shall be directed to or through the Administrator or the Administrator’s designee. 3.1 In General. All notices or communication concerning a party's compliance with the terms of this agreement shall be in writing and may be given either personally, by certified mail, return receipt requested, or by overnight express carrier. The notice shall be deemed to have been given and received on the date delivered in person or the date upon which the postal authority or overnight express carrier indicates that the mailing was delivered to the address of the receiving party. The parties shall make good faith efforts to provide advance courtesy notice of any notices or communications hereunder via e-mail. However, under no circumstances shall such courtesy notice satisfy the notice requirements set forth above; nor shall lack of such courtesy notice affect the validity of service pursuant to the notice requirement set forth above. 3.2 Addresses for Notice. Notices or communications shall be given to the parties at the addresses set forth in section 4 (“Contract Administration”) unless otherwise designated in a written notice to the other party. 3.3 Change of Address. Any party hereto, by giving ten (10) days written notice to the other, may designate any other address as substitution of the address to which the notice or communication shall be given. 4. Contractor Not an Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this agreement to bind City to any obligation whatsoever. 5. Assignment and Subcontracts. The services to be performed by the Contractor are personal in character and no party to this agreement may assign any right or obligation under this agreement. Any attempted or purported assignment of any right or obligation under this agreement shall be void and of no effect. However, with the consent of the City given in writing, Contractor is entitled to subcontract such portions of the work to be performed under this agreement as may be specified by the City and all subcontractors shall be subject to all the provisions of this agreement. Failure to comply with this section shall constitute a material breach of this agreement. 6. Retention of Records. Until the expiration of five years after the furnishing of any services pursuant to this agreement, Contractor shall make available to the City or any party designated by the City, upon written Exhibit C – Page 17 of 23 request by City, this agreement, and such books, documents and records of Contractor (and any books, documents, and records of any subcontractor(s)) that are necessary to certify the nature and extent of the reasonable cost of services to City. 7. Conflict of Interest. 7.1 Contractor understands that its professional responsibility is solely to City. Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to a conflict of interest, or that the Contractor has already disclosed all such relevant information. Contractor shall not employ or subcontract with a person having such an interest in the performance of this agreement. 7.2 Contractor agrees that if an actual or potential conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the City. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the City to avoid, mitigate, or neutralize the actual or potential conflict. Within 45 days, the Contractor shall have taken all necessary steps to avoid, mitigate, or neutralize the conflict of interest to the satisfaction of the City. 7.3 No officer, member or employee of City and no member of the City governing body shall have any pecuniary interest, direct or indirect, in this agreement or the proceeds thereof. Neither Contractor nor any member of any Contractor's family shall serve on any City board or committee or hold any such position which either by rule, practice or action nominates, recommends, or supervises Contractor's operations or authorizes funding to Contractor. 7.4 Failure to comply with this section shall constitute a material breach of this agreement. 8. Rights to Material Produced. 8.1 All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials prepared by Contractor pursuant to this agreement shall become the property of City upon completion of the work to be performed hereunder or upon termination of this agreement. 8.2 City acknowledges that Contractor may use its pre-existing intellectual property (including, without limitation, know-how and proprietary methodologies) (“Pre-Existing IP”) as it creates the materials hereunder, and this Agreement does not transfer ownership in Contractor’s Pre-Existing IP to the City except to the extent necessary to allow City to use the work product provided or as otherwise specified in Exhibit A. 8.3 Contractor shall not use City materials including logos, flyers, etc without written permission from City. 8.4 Contractor may disclose or use documents and materials, or any portion thereof, which: (a) has been previously made available to the public or which is made available by City Exhibit C – Page 18 of 23 hereafter, or (b) which was already in the Contractor's possession prior to services performed under this agreement. The City recognizes Contractor's need to make reference to this project as a part of the experience qualifications for future work of a similar nature. The City, therefore, agrees to allow Contractor to describe this project in its statements of qualifications and related materials. 9. Intellectual Property. Contractor represents and warrants that it has the legal right to utilize all intellectual property it will utilize in the performance of this agreement. Contractor further represents that it shall ensure City has the legal right to utilize all intellectual property involved in and/or resulting from Contractor’s performance of this agreement. Contractor shall indemnify and hold City harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this agreement. 10. Confidential Information. Contractor will hold any confidential information received from City in the course of performing this agreement in trust and confidence and will not reveal such confidential information to any person or entity, either during the term of the agreement or at any time thereafter. Upon expiration of this agreement, or termination as provided herein, Contractor will return materials which contain any confidential information to City. Contractor may keep one copy for its confidential file. For purposes of this paragraph, confidential information is defined as all information disclosed to Contractor which relates to the City's past, present, and future activities, as well as activities under this agreement, which information is not otherwise of public record under California law. Failure to comply with this section shall constitute a material breach of this agreement. 11. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its employees, agents and officials, from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs (including, without limitation, costs and fees of litigation) of any kind whatsoever without restriction or limitation, incurred in relation to, as a consequence of or arising out of or in any way attributable actually, allegedly or impliedly, in whole or in part, to the performance of this agreement. All obligations under this provision are to be paid by Contractor as they are incurred by the City. 12. Drug-Free Workplace. Exhibit C – Page 19 of 23 Contractor shall maintain a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code Section 812, including marijuana, heroin, cocaine, and amphetamines, at any facility, premises or work-site used in any manner in connection with performing services pursuant to this agreement. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at such a facility, premises, or work-site, the Contractor, within five days thereafter, shall notify the City. Failure to comply with this section shall constitute a material breach of this agreement. 13. Notice of Non-Renewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this agreement will be retained by City from Contractor under a new agreement following expiration or termination of this agreement. Contractor waives all rights or claims to notice or hearing respecting any failure by City to continue to retain all or any such services from Contractor following the expiration or termination of this agreement. 14. Termination. Either party may terminate this agreement with or without cause by providing 30 days’ notice in writing to the other party. The City may terminate this agreement at any time without prior notice in the event that Contractor commits a material breach of the terms of this agreement. Upon termination, this agreement shall become of no further force or effect whatsoever and each of the parties shall be relieved and discharged from its obligations, subject to payment for acceptable services rendered prior to the expiration of the notice of termination and delivery to City of any work in progress, completed work, supplies, equipment, and other materials produced as a part of, or acquired in connection with the performance of this agreement, and any completed or partially completed work which, if this agreement had been completed, would have been required to be furnished to City. Notwithstanding the foregoing and section 2 on page 1, this section and the provisions of this agreement concerning insurance (Exhibit B), Funding City Requirements (as set forth in Exhibit D if applicable), Independent Contractor, Retention of Records, Rights to Material Produced, Intellectual Property, Confidential Information, Indemnification, Default and Remedies, and Jurisdiction and Severability shall survive termination of this agreement. 15. Default and Remedies. 15.1 Each of the following shall constitute an event of default: (a) Failure to perform any obligation under this agreement and failure to cure such breach immediately upon receiving notice of such breach, if Exhibit C – Page 20 of 23 the breach is such that the City determines the health, welfare, or safety of the public is immediately endangered; (b) Failure to perform any obligation under this agreement and failure to cure such breach within fifteen (15) days of receiving notice of such breach, provided that if the nature of the breach is such that the party claiming breach determines it will reasonably require more than fifteen (15) days to cure, breaching party shall not be in default if it promptly commences the cure and diligently proceeds to completion of the cure; or (c) Without limiting the generality of the foregoing, any Material Breach of any term of this agreement ("Material Breach" as used in this agreement shall include, but not be limited to, any failure to comply with the provisions of any section of this agreement stating that failure to comply with that section shall constitute a material breach of this agreement). 15.2 Upon any default, the non-defaulting party shall have the right to immediately suspend or terminate the agreement, seek specific performance, and/or seek damages including incidental, consequential and/or special damages to the full extent allowed by law. 15.3 The parties shall make a good faith effort to settle any dispute or claim arising under this agreement. If the parties fail to resolve such disputes or claims, they shall submit them to non-binding mediation in California at shared expense of the parties for at least 8 hours of mediation. If mediation does not arrive at a satisfactory result, arbitration, if agreed to by all parties, or litigation may be pursued. In the event any of these dispute resolution processes are involved, each party shall bear its own costs and attorneys’ fees. 15.4 If any litigation is commenced between parties to this agreement concerning any alleged default or any provision hereof or the rights and duties of any person in relation thereto, each party shall bear its own attorneys' fees and costs. 16. Jurisdiction and Severability. This agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this agreement shall be in that state and venue shall be in Santa Clara County, California. If any part of this agreement is found to conflict with applicable laws, such part shall be inoperative, null and void insofar as it conflicts with said laws, but the remainder of this agreement shall be in full force and effect. 17. Waiver. Neither the acceptance of work or payment for work pursuant to this agreement shall constitute a waiver of any rights or obligations arising under this agreement. The failure by the City to Exhibit C – Page 21 of 23 enforce any of Contractor’s obligations or to exercise City's rights shall in no event be deemed a waiver of the right to do so thereafter. 18. Parties in Interest. This agreement is entered only for the benefit of the parties executing this agreement and not for the benefit of any other individual, entity or person. 19. Entire Agreement. This agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Contractor to City and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party which are not embodied herein, and that no other agreement, statement or promise not contained in this agreement shall be valid or binding. No alteration or variation of the terms of this agreement shall be valid unless made in writing and signed by the parties hereto. -End of Exhibit C- Exhibit D – Page 22 of 23 Exhibit D CONTRACTOR ATTESTATION COVID-19 VACCINATION/TESTING REQUIREMENTS Contractor Name: _____Zero Foodprint_______________________________________ Contract Description: ______Compost Distribution to Farmers and Ranchers_________________ Contractor must complete the section below and return via email to the City of Cupertino at this address: _______________________ on or before the contract start date. If you are unable to comply with the requirements of this notice, you must immediately notify City of Cupertino in writing at the above email address. By this Attestation, I, ________________________________, the________________________________ (name) (title) _________________________________________________ the “Contractor” named above, affirm that I (company name) am the authorized representative of the named contractor for the contract identified above, and acknowledge that all employees, subcontractors, and other representative of Contractor (“Contractor Personnel”) that visit any City office or facility, conduct field work on behalf of City, or meet outside of a City office or facility with a City employee, contractor, or volunteer (“Covered Activities”) are required to and shall be fully vaccinated against COVID-19 and provide to Contractor proof of such vaccination, including any booster shots the Contractor Personnel is eligible to receive and that are recommended by the CDC. Determinations as to exactly what constitutes “fully vaccinated” are based on CDC guidelines.1 Contractor personnel who are not fully vaccinated may comply with these requirements by providing Contractor a negative COVID-19 test result from an approved testing vendor at least once weekly and wearing a respirator (N-95 mask) at all times while engaged in Covered Activities. In addition, I understand and agree: 1. Contractor assumes responsibility of verifying full COVID-19 vaccination for each of its own workers (including workers of subcontractors) by manually reviewing a paper or digital copy of the worker’s COVID-19 vaccine record card. As the principal contractor, if you do not receive the requisite paper or digital proof of vaccination from a Covered Personnel, that person is considered unvaccinated. 2. Covered Personnel who are not fully vaccinated or tested as described above may not enter a City operated facility. 3. Covered Personnel who test positive for COVID-19 may not engage in Covered Activities until 14 days after symptoms have ended. 4. It is the responsibility of the Contractor to ensure there is no interruption of service to City if the Contractor, or any Covered Personnel, are precluded from engaging in a Covered Activity due to non- compliance with the requirements outlined above. 1 https://www.cdc.gov/coronavirus/2019-ncov/vaccines/fully-vaccinated.html. Leo Beckerman Director of Operations Zero Foodprint Exhibit D – Page 23 of 23 5. Contractor is responsible for contacting any subcontractors and informing them of these requirements, and Contractor is responsible for either providing an attestation covering any subcontractors or for providing separate subcontractor attestations or proof of subcontractor worker vaccination consistent with these requirements. 6. Approved testing vendors are listed under Community Testing Sites on the Cupertino County Public Health Department COVID-19 Testing website: https://covid-19.acgov.org/testing.page Contractor may request that additional vendors be added to this list which request shall not be unreasonably denied. 7. Contractor agrees to submit additional signed attestations upon request of and by the date designated by City. 8. Contractor further agrees to cooperate with any investigation or inquiry City makes into the Contractor’s compliance with the requirements set forth above. This includes providing information and records upon request, except any information or records that the contractor is prohibited by law from disclosing. I declare under penalty of perjury under the law of the California that the foregoing is true and accurate. Signed on this day of , 202__, at________________________________ (city/state) ___________________________________ _________________________________ Contractor Signature Printed Name ___________________________________ _________________________________ Title Company/Contractor Name Email address: ________________________________________________________ City/State/Zip: ________________________________________________________ END of Exhibit D Leo Beckerman Director of Operations Zero Foodprint leo@zerofoodprint.org San Francisco California 94114 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 12/14/2022 Incline Insurance Services,Inc. 510 Myrtle Ave,Suite 203 South San Francisco CA 94080 Crystal McFarland 650-413-7522 650-413-7524 crystal@inclineinsurance.com Philadelphia Indemnity Insurance Company 18058 ZEROFOO-01 Zero Foodprint 2370 Market Street San Francisco CA 94114 945728763 A X 1,000,000 X 1,000,000 5,000 1,000,000 2,000,000 X Y Y PHPK2406756 6/9/2022 6/9/2023 2,000,000 A 1,000,000 X X PHPK2406756 6/9/2022 6/9/2023 A X X 2,000,000PHUB8121306/9/2022Y 6/9/2023 2,000,000 Certificate Holder is named as Additional Insured with regard to General Liability when required by written contract per the attached endorsement form PI-GLD-HS (10/11).Waiver of Subrogation applies in favor of Additional Insured with regard to General Liability when required by written contract per the attached endorsement form PI-GLD-HS (10/11).Excess Policy Follows Form. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 PI-GLD-HS (10/11) Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverage s provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments – Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments – Bail Bonds $5,000 5 Supplementary Payment – Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement – Janitorial Services Client Coverage $10,000 limit 6 Additional Insured – Newly Acquired Time Period Amended 6 Additional Insured – Medical Directors and Administrators Included 7 Additional Insured – Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured – Broadened Named Insured Included 7 Additional Insured – Funding Source Included 7 Additional Insured – Home Care Providers Included 7 Additional Insured – Managers, Landlords, or Lessors of Premises Included 7 Additional Insured – Lessor of Leased Equipment Included 7 Additional Insured – Grantor of Permits Included 8 Additional Insured – Vendor Included 8 Additional Insured – Franchisor Included 9 Additional Insured – When Required by Contract Included 9 Additional Insured – Owners, Lessees, or Contractors Included 9 Additional Insured – State or Political Subdivisions Included 10 PI-GLD-HS (10/11) Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury – includes Mental Anguish Included 11 Personal and Advertising Injury – includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury “Bodily injury” or property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I – COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured’s request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter’s liability insurance of the client. C. Non-Owned Watercraft SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE PI-GLD-HS (10/11) Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word “fire” is changed to “fire, lightning, explosion, smoke, or leakage from automatic fire protective systems” where it appears in: a. The last paragraph of SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III – LIMITS OF INSURANCE. b. SECTION III – LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V – DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: PI-GLD-HS (10/11) Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I – COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a “violation(s)” of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any “suit,” “investigation,” or “civil proceeding” seeking these damages. However, we will have no duty to defend the insured against any “suit” seeking damages, “investigation,” or “civil proceeding” to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate “violation(s)” by any insured. b. Criminal Acts Any “violation” which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V – DEFINITIONS is amended to include the following additional definitions: a. “Civil proceeding” means an action by the Department of Health and Human Services (HHS) arising out of “violations.” b. “Investigation” means an examination of an actual or alleged “violation(s)” by HHS. However, “investigation” does not include a Compliance Review. c. “Violation” means the actual or alleged failure to comply with the regulations included in the HIPAA. PI-GLD-HS (10/11) Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company G. Medical Payments – Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I – COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I – COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an “employee” in a criminal proceeding occurring in the course of employment. The most we will pay for any “employee” who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of “employees,” claims or “suits” brought or persons or organizations making claims or bringing “suits . PI-GLD-HS (10/11) Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company K. Key and Lock Replacement – Janitorial Services Client Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the “clients” premises due to theft or other loss to keys entrusted to you by your “client,” up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, “employees”, “managers”, directors, trustees, authorized representatives or any one to whom you entrust the keys of a “client” for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organizat ion with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you . (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II – WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this PI-GLD-HS (10/11) Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators – Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors – Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your “employees” are also insureds for “bodily injury” to a co - “employee” while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured – Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source – Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers – At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises – Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any “occurrence” which takes place after you cease to b e a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment – Automatic Status When Required in Lease Agreement With You – Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreeme nt that such person or organization is to be added as an additional insured on your policy. Such person or PI-GLD-HS (10/11) Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company organization is an insured only with respect to liability for “bodily injury,” “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person’s or organization’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any “occurrence” which takes place after the equipment lease expires. h. Grantors of Permits – Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors – Only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; PI-GLD-HS (10/11) Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor – Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract – Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations l. Owners, Lessees or Contractors – Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. PI-GLD-HS (10/11) Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company m. State or Political Subdivisions – Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the “occurrence” or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of PI-GLD-HS (10/11) Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer’s rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury – Mental Anguish SECTION V – DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: “Bodily injury” means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury – Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of “personal and advertising injury” is amended as follows: 1. SECTION V – DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V – DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; PI-GLD-HS (10/11) Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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 ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/14/2022 AP INTEGO INSURANCE GROUP, LLC AP Intego Insurance Group, LLC 888-289-2939 375 Woodcliff Dr.certs@apintego.com Suite 103 Fairport NY 14450 PERENNIAL FARMING INITIATIVE, THE 2370 Market St Ste 103 Box 332 San Francisco CA 94114 Hartford Fire & Its P&C Affiliates 00914 A X 76WEGAE6UY3 01/01/2022 01/01/2023 1,000,000 1,000,000 1,000,000 Waiver of Subrogation is granted in favor of Cupertino City Clerk in regard to the Workers' Compensation. Cupertino City Clerk 10300 Torre Avenue Cupertino CA 95014 Clear All THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:12/14/22 Policy Expiration Date:01/01/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:76 WEG AE6UY3 Endorsement Number:3 Effective Date:12/09/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:PERENNIAL FARMING INITIATIVE, 2370 MARKET ST STE 103 Box 332 SAN FRANCISCO MO 64114 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description City of Cupertino , 10300 Torre Avenue , Cupertino, CA, 95014