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23-102 NATS Basic Rigging & Arborist Technical Rigging TrainingNATS Basic Rigging & Arborist Technical Rigging Training Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and North American Training Solutions (“Contractor”), a Corporation for NATS Basic Rigging & Arborist Technical Rigging Training, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2024. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $7,221.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of NATS Basic Rigging & Arborist Technical Rigging Training Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance be nefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly 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 NATS Basic Rigging & Arborist Technical Rigging Training Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept 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 NATS Basic Rigging & Arborist Technical Rigging Training Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 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 of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial co ntrol or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, 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 consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in NATS Basic Rigging & Arborist Technical Rigging Training Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 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 D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. NATS Basic Rigging & Arborist Technical Rigging Training Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 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 Jonathan Ferrante 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 Brian Luzier as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of NATS Basic Rigging & Arborist Technical Rigging Training Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 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 writt en, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this NATS Basic Rigging & Arborist Technical Rigging Training Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 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: Jonathan Ferrante Email: jonathanf@cupertino.org To Contractor: North American Training Solutions 165 Village St. Medway, MA 02053 Attention: Brian Luzier Email: brian.luzier@natstraining.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Brian Luzier Chief Business Officer Sep 11, 2023 Jimmy Tan Assistant Director of Public Works Sep 11, 2023 NATS Basic Rigging & Arborist Technical Rigging Training Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Sep 11, 2023 July 19, 2023 Jonathan Ferrante City of Cupertino Office: 408-777-3343 Phone: 408-315-3044 JonathanF@cupertino.org RE: Training in Basic Rigging and Arborist Technical Rigging (3 Consecutive Days • 7 Attendees • Location: Cupertino, CA) Dear Jonathan, Thank you for the opportunity to offer training in Arborist Technical Rigging for City of Cupertino. As per our conversation, below is a proposal for your team. Our training programs are highly regarded in the industry and very comprehensive, and our instructors are extensively trained, qualified, and demonstrate competency in their subject matter. Due to the hands-on nature of the training, we will require 1 instructor to accommodate 7 attendees. Upon receipt of payment in full, all attendees will receive digital certificates of completion for proof of training. Please review this proposal and feel free to contact me with any questions or concerns you may have. You may contact me directly on my cell phone at (207) 819-5079. Sincerely, Michele Legrow Michele Legrow Sales Representative North American Training Solutions 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com OUR QUALIFICATIONS Founded in 2005, North American Training Solutions, Inc. (NATS) is the nation’s leading training organization serving the forestry, arboriculture, landscape, utility, fire & rescue, oil & gas, and public / government industries. Annually, we average over 1,200 training days and reach more than 30,000 students across the US. Our mission, to serve, share and support, is incorporated into each training event and every service we offer. Through an innovative, personal, and professional educational setting, trainees not only build their mental toolbox with knowledge, skills, and techniques around specific course topics, but they walk away feeling inspired and confident in the work they do. Our goal is to empower individuals in a professional and positive way with the resources needed to safely and effectively perform their jobs so at the end of the day, they can return home to friends and family. We draw from a team of more than 25 experienced instructors geographically distributed across the country who together, have a combined 500+ years of experience as professional arborists, foresters, loggers, fire fighters, emergency medical providers, safety professionals, teachers, researchers, and passionate instructors. Many of our team members lend their experience and expertise in the development and guidance of standards for OSHA, ANSI, ASTM, and the National Safety Council in the respective industries we serve. All qualified instructor bios can be found on our website, www.natstraining.com. All NATS training programs comply with applicable OSHA regulations as well as the American National Standards Institute (ANSI) Z490 standard Criteria for Accepted Practices in Safety Health and Environmental Training. 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com BASIC RIGGING One (1)-Day Module Basic Rigging will teach you how to work as a team, using tools and techniques under expert guidance and coaching. The Basic Rigging module is designed to provide tree workers with education and practice in making sound designs on how to plan and set up basic rigging systems. This course is recommended for those arborists inexperienced with few or rigging techniques. The training is provided in a hands-on teamwork format that provides participants with the skills needed to remove limbs in the canopy with a low impact focus. The instructor will call to discuss which specific modules to cover based on experience and time constraints. This course meets the ANSI/ASSE Z490 Criteria for Accepted Practices in Safety, Health, and Environmental Training as well as ANSI Z133. Safety & Risk Management •Integrated risk assessment, tree dynamics, and prescribed work risk •Emergency rescue and readiness Aerial Work Positioning •Aerial lift operation, set-up and inspection •Spur climbing and choking climbing systems •Harnesses, belts, lanyards, hardware, and knots Tree Physics & Dynamics •Dynamic load vectors, angles of incidence, force, mass, and impact •Reactive forces and system load analysis, and interpretation •Tree dynamics, system dynamics, and force management Lines, Slings, & Rope Tools •Line selection, care and maintenance •Elasticity, tensile strengths, bend radius, working load, factor of safety •Slings for balancing and lifting, spider leg balancers •Compliant interface, terminations and attachments Knots, Hitches, Prussics, & Terminology •Bight, bend, loop, turn& round turn, tail, lead, fall, standing parts, working & running end •Rigging knots and hitches; figure 8, slip knot, cow hitch, timber hitch, running bowline, half hitch, clove hitch, single/double sheet bend, girth hitch, English prussics, French prussics kleimheist and krutzelkleim •Selecting and matching sling size and construction to rope diameter Rigging Equipment •Fiddle blocks, blocks, pulleys, connecting links, selection, care and use •Ratcheting or winching lowering/lifting devices features and benefits •Specialized devices, tools, and equipment 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com Compound Rigging Techniques & Planning •Planning work and working plan, teamwork and communication •Cutting techniques, bore/plunge cut, mis-match, shelf notch and v-notch •Rigging systems, balancing, lifting, drifting, sliding and travelling •Rigging equipment set-up, stowage, and operation 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com COURSE DESCRIPTION TRAINING IN ARBORIST TECHNICAL RIGGING Two (2)-Day Module Are you an experienced arborist who is familiar with basic rigging techniques and ready to learn more advanced rigging techniques? Would you like to learn how to assess, set-up, and remove large trees using blocks, pulleys, slings and multiple ropes, safely and efficiently; and have fun doing it as well? Arborist Technical Rigging will teach you how to work as a team, using new tools and techniques under expert guidance and coaching in real world situations. The Arborist Technical Rigging module is designed to provide skilled tree workers with education and practice in making sound designs on how to plan and set up complex rigging systems. This course is recommended for those arborists who are already experienced with basic rigging techniques. Advanced training is provided in a hands-on teamwork format that provides participants with the skills needed to remove large trees in confined locations or surrounded by obstacles with a low impact focus. Prepare to expand your mental toolbox and learn that those challenging removals could be much easier and safer. Applicable Standards: This course meets the ANSI/ASSE Z490 Criteria for Accepted Practices in Safety, Health, and Environmental Training as well as ANSI Z133. Safety & Risk Management • Integrated risk assessment, tree dynamics, and prescribed work risk • Emergency rescue and readiness Aerial Work Positioning • Aerial lift operation, set-up and inspection • Spur climbing and choking climbing systems • Harnesses, belts, lanyards, hardware, and knots Tree Physics & Dynamics • Dynamic load vectors, angles of incidence, force, mass, and impact • Reactive forces and system load analysis, and interpretation • Tree dynamics, system dynamics, and force management Lines, Slings, & Rope Tools • Line selection, care and maintenance • Elasticity, tensile strengths, bend radius, working load, factor of safety • Slings for balancing and lifting, spider leg balancers • Compliant interface, terminations and attachments Knots, Hitches, Prussics, & Terminology • Bight, bend, loop, turn& round turn, tail, lead, fall, standing parts, working & running end • Rigging knots an d hitches; figure 8, slip knot, cow hitch, timber hitch, running bowline, half hitch, clove hitch, single/double sheet bend, girth hitch, English prussics, French prussics kleimheist and krutzelkleim 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com • Selecting and matching sling size and construction to rope diameter Rigging Equipment • Fiddle blocks, blocks, pulleys, connecting links, selection, care and use • Ratcheting or winching lowering/lifting devices features and benefits • Specialized devices, tools, and equipment Compound Rigging Techniques & Planning • Planning work and working plan, teamwork and communication • Cutting techniques, bore/plunge cut, mis-match, shelf notch and v-notch • Rigging systems, balancing, lifting, drifting, sliding and travelling • Rigging equipment set-up, stowage, and operation CONTRACT OF AGREEMENT AND SUMMARY OF TERMS Course: Basic Rigging & Arborist Technical Rigging Training Date: TBD 2023 Training Location: TBD Number of Days: 3 consecutive days Number of Students: 7 for Basic Rigging (Day 1), 5 for Arborist Technical Rigging (Days 2-3) Number of Instructors: 1 Deliverables to Attendees: Upon receipt of payment in full, all attendees will receive digital certificates of completion for proof of training. Investment: $7221.00 Terms of Payment: A purchase order or 50% deposit fee is required within 30 days of confirming a training program. The remaining balance will be invoiced and payable within 30 days after the end of final service listed above. PLEASE NOTE: Attendee deliverables such as certificates and wallet cards will not be processed and issued until final payment is received. Cancellation Policy: Cancellations made more than 30 days prior to the training will receive a full refund. Any cancellations made inside 30 days of training may be charged the amount of expenses incurred by NATS to include travel and administrative costs. Any course rescheduled for a later date inside 30 days of training may incur associated fees for adjusting travel. Continuing Education Units: International Society of Arboriculture (ISA) Certified Arborists and TCIA Certified Tree Care Safety Professionals may be eligible to receive Continuing Education Units (CEUs). Property Ownership: The client warrants that all trees to be used during training are located on the client’s property and if not, the client has received full written permission from the property owner to allow NATS to perform the training. Site Requirements and Equipment: In order to run a successful course for your team, we will require 2 or 3 18" dbh trees that are at least 30 feet tall and 1 medium-sized tree for dismantling and removal. Diverse species and sizes are preferred. Courses held in an outdoor setting will require trees free from recognized hazards located more than 10 feet away from electric utility conductors and utility hardware. The area underneath the trees should be easily accessible for emergency response purposes. An indoor training site shall be identified in case of inclement weather. Indoor training shall take place in an area conducive to the training topic (i.e. high ceilings with trusses to demonstrate climbing and rescue techniques; ample room for rigging and cutting demonstrations). Commonly used indoor training areas include training centers, classrooms, 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com conference rooms, industrial buildings, shop space with either a service bay or large pavilion, or any other area able to facilitate the training subject being delivered. The space should also accommodate adequate seating and electricity for the use of a PowerPoint presentation. PPE Requirements: Whenever possible, participants shall bring their own PPE which meets the following standards: Note: A PPE inspection will be performed prior to field training beginning. •Head Protection (ANSI Z89.1) •Eye Protection (ANSI Z87.1) •High Viz Apparel (ANSI / ISEA 107) •Hand Protection (gloves applicable for the task) •Chainsaw Leg pro tection (ASTM F1897: look for the UL label) •Foot Protection (a sturdy work boot that supports to the ankle or above, or ASTM F2412 & F2413 protective foot wear) Insurance: North American Training Solutions warrants it is insured for liability resulting from injury to person(s) or property and that all employees are covered by Workers’ Compensation as required by law. Insurance certificate is available upon written request. Post-Training Communication: In an effort to enhance your training experience, we will provide you with resources pertaining to your specific training course and information on additional NATS training opportunities, as well as connect you with our Safety Alliance Partners to learn more about their products and services and how they can help meet your staffing needs. (Safety Alliance Partners include Arborwear, Buckingham, Clogger, DMM, HAIX, Husqvarna, Papertrail, Sherrill Tree, Teufelberger, Treemagineers, TreeStuff.com, & Vermeer. Please contact our office if you do not want to be connected with our partners.) Non-Solicitation: During the period commencing on the Effective Date of the underlying Agreement and ending one year following the Termination Date of this Agreement, neither Party shall not, without the other’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or contractual relationship he or she has with the other; or (ii) hire, on behalf of itself, or any other person or entity, any person who has left the employment or contractual relationship of the other within the one year period following the termination of that person’s employment or contractual relationship with the other Party without that Party’s written consent. During the period commencing on the date hereof through and ending one year following the Termination Date, the Parties will not, whether for its own account or for the account of any other Person or entity, intentionally, recklessly, or without taking care to know, it was or will be interfering with the relationship of other Party with, or endeavor to entice away from the other Party, any person who during the term of the Agreement is, or during the preceding one-year period, was an employee, consultant, co-investor, co-developer, joint venture, or a customer of the other Party. Each Party agrees to cooperate with a request from the other to learn whether an interference would occur to cause a breach under the terms of this Agreement. Mediation and Arbitration: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by first mediation, and if not successful, then Arbitration administered by the American Arbitration Association in accordance with its Commercial 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com Mediation and/or Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof and shall be binding until the end of time. The above paragraphs shall survive the termination of the underlying Agreement. Please indicate your approval and confirmation of these services by signing below and emailing a signed copy to michele@natstraining.com. Upon receipt of the signed copy, we will consider this a confirmed program. I confirm the acceptance of this proposal totaling $7221.00 on behalf of City of Cupertino. _______________________________________________________________________ Printed Name ___________________________________ __________________________________ Signature Date _______________________________________________________________________ Address ___________________________________ PO Number #2030 CEUs requested? (circle answer): YES NO Course: Basic Rigging & Arborist Technical Rigging Training Date: TBD 2023 Training Location: TBD Number of Days: 3 consecutive days Number of Students: 7 for Basic Rigging (Day 1), 5 for Arborist Technical Rigging (Days 2-3) Number of Instructors: 1 Deliverables to Attendees: Upon receipt of payment in full, all attendees will receive digital certificates of completion for proof of training. 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com EXHIBIT B - Schedule of Performance Investment: $7221.00 Terms of Payment: A purchase order or 50% deposit fee is required within 30 days of confirming a training program. The remaining balance will be invoiced and payable within 30 days after the end of final service listed above. PLEASE NOTE: Attendee deliverables such as certificates and wallet cards will not be processed and issued until final payment is received. Cancellation Policy: Cancellations made more than 30 days prior to the training will receive a full refund. Any cancellations made inside 30 days of training may be charged the amount of expenses incurred by NATS to include travel and administrative costs. Any course rescheduled for a later date inside 30 days of training may incur associated fees for adjusting travel. Continuing Education Units: International Society of Arboriculture (ISA) Certified Arborists and TCIA Certified Tree Care Safety Professionals may be eligible to receive Continuing Education Units (CEUs). Property Ownership: The client warrants that all trees to be used during training are located on the client’s property and if not, the client has received full written permission from the property owner to allow NATS to perform the training. Site Requirements and Equipment: In order to run a successful course for your team, we will require 2 or 3 18" dbh trees that are at least 30 feet tall and 1 medium-sized tree for dismantling and removal. Diverse species and sizes are preferred. Courses held in an outdoor setting will require trees free from recognized hazards located more than 10 feet away from electric utility conductors and utility hardware. The area underneath the trees should be easily accessible for emergency response purposes. An indoor training site shall be identified in case of inclement weather. Indoor training shall take place in an area conducive to the training topic (i.e. high ceilings with trusses to demonstrate climbing and rescue techniques; ample room for rigging and cutting demonstrations). Commonly used indoor training areas include training centers, classrooms, conference rooms, industrial buildings, shop space with either a service bay or large pavilion, or any other area able to facilitate the training subject being delivered. The space should also accommodate adequate seating and electricity for the use of a PowerPoint presentation. 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com EXHIBIT C - Compensation PPE Requirements: Whenever possible, participants shall bring their own PPE which meets the following standards: Note: A PPE inspection will be performed prior to field training beginning. •Head Protection (ANSI Z89.1) •Eye Protection (ANSI Z87.1) •High Viz Apparel (ANSI / ISEA 107) •Hand Protection (gloves applicable for the task) •Chainsaw Leg pro tection (ASTM F1897: look for the UL label) •Foot Protection (a sturdy work boot that supports to the ankle or above, or ASTM F2412 & F2413 protective foot wear) Insurance: North American Training Solutions warrants it is insured for liability resulting from injury to person(s) or property and that all employees are covered by Workers’ Compensation as required by law. Insurance certificate is available upon written request. Post-Training Communication: In an effort to enhance your training experience, we will provide you with resources pertaining to your specific training course and information on additional NATS training opportunities, as well as connect you with our Safety Alliance Partners to learn more about their products and services and how they can help meet your staffing needs. (Safety Alliance Partners include Arborwear, Buckingham, Clogger, DMM, HAIX, Husqvarna, Papertrail, Sherrill Tree, Teufelberger, Treemagineers, TreeStuff.com, & Vermeer. Please contact our office if you do not want to be connected with our partners.) Non-Solicitation: During the period commencing on the Effective Date of the underlying Agreement and ending one year following the Termination Date of this Agreement, neither Party shall not, without the other’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or contractual relationship he or she has with the other; or (ii) hire, on behalf of itself, or any other person or entity, any person who has left the employment or contractual relationship of the other within the one year period following the termination of that person’s employment or contractual relationship with the other Party without that Party’s written consent. During the period commencing on the date hereof through and ending one year following the Termination Date, the Parties will not, whether for its own account or for the account of any other Person or entity, intentionally, recklessly, or without taking care to know, it was or will be interfering with the relationship of other Party with, or endeavor to entice away from the other Party, any person who during the term of the Agreement is, or during the preceding one-year period, was an employee, consultant, co-investor, co-developer, joint venture, or a customer of the other Party. Each Party agrees to cooperate with a request from the other to learn whether an interference would occur to cause a breach under the terms of this Agreement. Mediation and Arbitration: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by first mediation, and if not successful, then Arbitration administered by the American Arbitration Association in accordance with its Commercial 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com 165 Village St. Medway, MA 02053 Office: 888-652-9116 • Fax: 678-344-6865 www.NATStraining.com • info@NATStraining.com Mediation and/or Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof and shall be binding until the end of time. The above paragraphs shall survive the termination of the underlying Agreement. Please indicate your approval and confirmation of these services by signing below and emailing a signed copy to michele@natstraining.com. Upon receipt of the signed copy, we will consider this a confirmed program. I confirm the acceptance of this proposal totaling $7221.00 on behalf of City of Cupertino. _______________________________________________________________________ Printed Name ___________________________________ __________________________________ Signature Date _______________________________________________________________________ Address ___________________________________ PO Number #2030 CEUs requested? (circle answer): YES NO Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 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 CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/6/2023 (781) 235-3100 241 42552 North American Training Solutions, Inc. P. O. Box 184 Douglas, MA 01516 34452 10833 A 1,000,000 X X ARBML1000047904 4/1/2023 4/1/2024 100,000 5,000 1,000,000 2,000,000 2,000,000 EBL AGGREGATE 1,000,000 A X X ARBAU1000001505 4/1/2023 4/1/2024 1,000,000 1,000,000 1,000,000 5,000,000A ARBUM1000013206 4/1/2023 4/1/2024 10,000 5,000,000 A X ARBWK1000005506 4/1/2023 4/1/2024 1,000,000 1,000,000 1,000,000 B Pollution 7930056780006 1/10/2023 Limit 5,000,000 C Errors & Omissions VPPL019683 8/12/2023 8/12/2024 Ret: $10,000 2,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured with respects to the General Liability and Auto Liability, on a primary and non-contributory basis, when required by written contract and subject to policy terms and conditions. A Waiver of subrogation applies in favor of the Additional Insured with respects to the General Liability, Auto Liability and Workers' Compensation when required by written contract and subject to policy terms and conditions. City of Cupertino 10555 Mary Avenue Cupertino, CA 95014 NORTAME-03 CAIMOLA The Corcoran & Havlin Insurance Group 287 Linden Street Wellesley, MA 02482 Myles Peters myles.peters@chinsurance.com NOVA Casualty Company Homeland Insurance Company of New York Gemini Insurance Company Aggregate 1/10/2024 X X X X X X X COMMERCIAL GENERAL LIABILITY AGL01351118 Includes copyrighted material of Insurance Services Office, Inc.,Page 1 of 4 with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTRA ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended as follows: 1. EXPECTED OR INTENDED INJURY EXTENSION Paragraph a. Expected Or Intended Injury is deleted and replaced by the following: a.“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. 2. NON-OWNED WATERCRAFT EXTENSION Subparagraph (2) of g. Aircraft, Auto Or Watercraft is deleted and replaced by the following: (2)A watercraft you do not own that is: a.Less than 52 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. 3. PROPERTY SOLD OR ABANDONED BY YOU Subparagraph (2) of j. Damage To Property is deleted and replaced by the following: (2)Premises you sell, give away, or abandon, if the “property damage” arises out of any part of those premises, and occurred from hazards that were known by you or should have reasonably been known by you at the time the property was sold, given away or abandoned. 4.The last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c. through n. do not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, when the damage is caused by fire, lightning, explosion, smoke or leaks from automatic fire protective systems. A separate limit of insurance applies to this coverage as described in SECTION III – LIMITS OF INSURANCE. B. ADDITIONAL INSUREDS 1. SECTION II – WHO IS AN INSURED is amended to include, as an additional insured, any person(s) or organization(s) for whom a written contract or written agreement between you and such person(s) or organization(s) exists and requires such person(s) or organizations(s) to be added as an additional insured to your Policy. This additional insured status applies to liability because of “bodily injury”, “property damage”, or “personal and advertising injury”, but shall not apply to any independent acts or omissions of such person or organization who qualifies as an additional insured. a.This endorsement applies only if the written contract or written agreement is: (1)Currently in effect or becomes effective during the term of this Policy; and (2)Executed prior to the “bodily injury”, “property damage”, or “personal and advertising injury”. b.The insurance afforded to such additional insured only: (1)Applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2.The insurance provided to the additional insured by this endorsement applies as follows: a.The person(s) or organization(s) is an additional insured but only for liability caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In connection with premises owned by or rented to you; or (2)In the performance of your ongoing operations. INSURED Policy Number: ARBML1000047904 COMMERCIAL GENERAL LIABILITY AGL01351118 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 4 with its permission. b.If the additional insured is an architect, engineer, or surveyor, this insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services including: (1)The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2)Supervisory, inspection, or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. c.If the additional insured is a lessor of equipment, this insurance only applies to liability caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such additional insured and does not apply to any “occurrence” which takes place after the equipment lease expires. d.If the additional insured is a state or governmental agency or political subdivision and has issued a permit in connection with premises you own, rent, or control, this insurance applies only with respect to the following hazards for which the state or political subdivision has issued such permit: (1)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 decoration and similar exposures; (2)The construction, erection, or removal of elevators; or (3)The ownership, maintenance, or use of any elevators covered by this insurance. e.If the additional insured is a state or governmental agency or political subdivision that has issued a permit or authorization with respect to operations performed by you or on your behalf, then this insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or "bodily injury", or "property damage" included within the “products-completed operations hazard”. f.If the additional insured is a manager or lessor of insured premises, that person or organization is an additional insured but only with respect to liability caused, in whole or in part by the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: (1)Any "occurrence" that takes place after you cease to be a tenant in that premises. (2)Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of insured premises. g.If the additional insured is a grantor of a franchise, that person(s) or organization(s) is only an additional insured with respect to liability as grantor of a franchise to you. h.If the additional insured is an owner or has some other interest in land that has been leased to you, that person(s) or organization(s) is only an additional insured with respect to liability caused, in whole or in part by the ownership, maintenance or use of that part of the land leased to you. This insurance does not apply to: (1)Any "occurrence" that takes place after you cease to lease that land; (2)Structural alterations, new construction or demolition operations performed by or on behalf of the owner or other interest from whom land has been leased. i.If the additional insured is a mortgagee, assignee, or receiver, that person(s) or organization(s) is only an additional insured with respect to liability caused, in whole or in part, by the ownership, maintenance or use of the premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for that mortgagee, assignee, or receiver. j.If the additional insured has a controlling interest, that person(s) or organization(s) is an additional insured but only for liability caused, in whole or in part, by: (1)Their financial control of you; or (2)Premises they own, maintain or control while you lease or occupy those premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that controlling interest. k.If the additional insured is a vendor, that person(s) or organization(s) is only an additional insured with respect to "bodily injury" or "property damage" caused, in whole or in part, by "your products" which are distributed or sold in the regular course of the vendor's business, but only if this Policy provides INSURED COMMERCIAL GENERAL LIABILITY AGL01351118 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 4 with its permission. coverage for “bodily injury” or “property damage” included within the “products-completed operations hazard”. (1)This insurance afforded to 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 under the instructions of the manufacturer for the sole purpose of inspection, demonstration, testing or the substitution of parts and then repackaged in the original container; (e)Any failure by the vendor to make 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 "your products"; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of "your products"; (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 subparagraphs (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 "your 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 such products. 3.With respect to the insurance afforded to an additional insured as provided in Paragraphs B.1. and B.2. above, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. With respect to the insurance afforded to an additional insured as provided in paragraphs B.1. and B.2. above, this insurance shall not increase the applicable Limits of Insurance shown in the Declarations. If an Additional Insured endorsement is attached to this Policy that specifically names a person or organization as an insured, then the above Paragraph B. ADDITIONAL INSUREDS does not apply to such person(s) or organization. 4. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, is amended to include: For the purposes of this endorsement, this insurance shall be either primary, or primary and non- contributory if the written contract or written agreement between you and the additional insured requires primary, or primary and non-contributory status for the additional insured. This insurance shall be excess to any other policy providing additional insured coverage to the additional insured person or organization for the same claim or “suit”. C. SECTION II – WHO IS AN INSURED is amended as follows: BROADENED NAMED INSURED Paragraph 3. is deleted and replaced by the following: 3.Any business entity organized under the laws of the United States of America (including any state thereof, its territories or possessions), or Canada (including any province thereof) will qualify as a Named Insured if there is no similar insurance available to that business entity, provided that one or more Named Insureds shown in the Declarations have, at the inception of the policy period, an ownership interest in such business entity of more than 50%. However, if a Named Insured has an ownership interest in a business entity of more than 50%, the business entity will not be a Named Insured if such business entity is an insured under INSURED COMMERCIAL GENERAL LIABILITY AGL01351118 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 4 with its permission. any other liability policy or would be an insured under such policy but for its termination or the exhaustion of its Limit of Insurance. D.Paragraph 6. of SECTION III – LIMITS OF INSURANCE is deleted and replaced by the following: 6.Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under SECTION I – COVERAGES, COVERAGE A for damages because of “property damage” to any one premises while rented to you, or temporarily occupied by you with permission of the owner, when the damage is caused by fire, lightning, explosion, smoke, or leaks from automatic fire protective systems. E. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS are amended as follows: 1. KNOWLEDGE AND NOTICE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The notification requirements of Paragraphs 2.a. and 2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit apply only when the “occurrence”, offense, claim or “suit” is known to: a.You, if you are an individual; b.A partner or member if you are a partnership or joint venture; c.An officer or director if you are an entity other than a partnership, joint venture or limited liability company; d.A member or manager if you are a limited liability company; or e.An insurance manager, risk manager or other “employee” you designate prior to loss to give notice to us. Knowledge of an “occurrence”, offense, claim, or “suit” by your agent, servant or “employee” shall not in and of itself constitute knowledge by you unless an individual in one of the positions listed above has actual knowledge. 2. FAILURE TO DISCLOSE HAZARDS The following is added to Paragraph 6. Representations: If you unintentionally failed to disclose all hazards or prior “occurrences” existing at the inception of this Policy, but reported such error or omission to us as soon as practicable after discovery, then we will not deny coverage under this Coverage Part because of such failure. This provision does not affect our right to collect any additional premium or exercise our right of cancellation or non-renewal. 3. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Paragraph 8. Transfer Of Rights of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization when such waiver is required by a written contract that you have agreed to prior to any “occurrence”, “suit” or the offense which caused the “bodily injury”, “property damage” or “personal and advertising injury”, provided that the “occurrence”, “suit” or the offense which caused the “bodily injury”, “property damage” or “personal and advertising injury” arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. F. SECTION V – DEFINITIONS is amended as follows: 1. BODILY INJURY The definition of “bodily injury” in Paragraph 3. is deleted and replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 2. PERSONAL AND ADVERTISING INJURY The definition of “personal and advertising injury” in Paragraph 14.b. is deleted and replaced by the following: Abuse of process; and malicious prosecution; All other terms and conditions of the policy remain unchanged. INSURED COMMERCIAL AUTO ACA00230512 Includes copyrighted material from Insurance Services Office, Inc., Page 1 of 5 with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO EXTRA ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMON POLICY CONDITIONS To the extent that the provisions of this endorsement provide broader benefits to the “insured” than other provisions of the Coverage Form, the provisions of this endorsement apply. Unless otherwise indicated, the following provisions amend the Business Auto Coverage Form. A. ADDITIONAL INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to add: 1. Additional Insured If Required By Contract Or Agreement When you have agreed in a written contract or written agreement to provide insurance for an additional insured, such person or organization is included as an “insured”: a.Only to the extent such person or organization is liable for “bodily injury” or “property damage” caused by the conduct of an “insured” under Paragraphs a. or b. of Who Is An Insured, with regard to the ownership, maintenance or use of a covered “auto”, and b.The insurance afforded to any such additional insured applies only if the “bodily injury” or “property damage” occurs: (1)During the policy period, and (2)Subsequent to the execution of such contract or agreement, and (3)Prior to the expiration of time that the written contract or agreement requires such additional insured coverage to be provided. c.The most we will pay on behalf of such additional insured is the lesser of: (1)The Limits of Insurance specified in the written contract or agreement; or (2)The Limits of Insurance shown in the Declarations. d.The amount in c. above shall be a part of and not in addition to the Limits of Insurance shown in the Declarations. e.This insurance will be primary and noncontributory if a written contract between you and the additional insured specifically requires that this insurance be primary, otherwise this coverage is excess. 2. Broadened Named Insured a.Any legally incorporated business entity organized under the laws of the United States of America (including any state thereof, its territories or possessions), or Canada (including any province thereof) will qualify as a Named Insured if there is no similar insurance available to that organization, provided that one or more Named Insureds shown in the Declarations have, at the inception of the policy period, an ownership interest in such organization of more than 50%. The Named Insured does not include any organization that is an “insured” under any other automobile policy or would be an “insured” under such policy but for its termination or the exhaustion of its Limit of Insurance. b.Coverage does not apply to “bodily injury” or “property damage” that results from an “accident” that occurred before you formed or acquired the business entity. 3. Employees As Insureds Any “employee” of yours while using a covered “auto” you do not own, hire, or borrow in your business or your personal affairs. 4. Lessors As Insureds a.The lessor of a covered “auto” while the “auto” is leased to you under a written agreement if: (1)The agreement requires you to provide direct primary insurance for the lessor; and INSURED Policy Number: ARBAU1000001505 COMMERCIAL AUTO ACA00230512 Includes copyrighted material from Insurance Services Office, Inc., Page 2 of 5 with its permission. (2)The “auto” is leased without a driver. b.Such a leased “auto” will be considered a covered “auto” you own and not a covered “auto” you hire. “Loss” to a covered leased “auto” is subject to the following: (1)We will pay, as their interest may appear, you and the lessor named in this endorsement for "loss" to a "leased auto". (2) The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. (3) If we make any payment to the lessor, we will obtain his or her rights against any other party. B. AIRBAG COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a. does not apply to the accidental discharge of an airbag: 1.This coverage is excess of any other collectible insurance or warranty. 2.No deductible applies to this coverage. C. AUTOS RENTED BY EMPLOYEES 1.Any “auto” hired or rented by your “employee” on your behalf and at your direction will be considered an “auto” you hire. 2. SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph B. 5. Other Insurance is amended by adding: If an “employee’s” personal insurance also applies on an excess basis to a covered “auto” hired or rented by your “employee” on your behalf and at your direction, this insurance will be primary to the “employee’s” personal insurance. D. CANCELLATION CONDITION Paragraph 2.b. of A. Cancellation, of the COMMON POLICY CONDITIONS is deleted and replaced by the following: 60 days before the effective date of cancellation if we cancel for any other reason. E. ELECTRONIC EQUIPMENT – BROADENED COVERAGE 1.The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 5.: Electronic navigation equipment that is not permanently installed in the covered “auto”. However, if the equipment is stolen, the equipment and any mounting or power accessories must not have been visible from the exterior of the covered “auto”. 2.The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, Paragraph 2.: Electronic navigation equipment that is not permanently installed in the covered “auto.” F. EXTRA EXPENSE We will pay up to $2,500 for any expense incurred for the return of a covered stolen “auto” to you. This coverage does not apply to Hired Auto Physical Damage Coverage. G. FELLOW EMPLOYEE COVERAGE SECTION II - LIABILITY COVERAGE, Paragraph B. Exclusions, 5. Fellow Employee is deleted and replaced by the following: 1.“Bodily Injury” to: INSURED COMMERCIAL AUTO ACA00230512 Includes copyrighted material from Insurance Services Office, Inc., Page 3 of 5 with its permission. a.Any fellow “employee” of the “insured” arising out of and in the course of the fellow “employee’s” employment or while performing duties related to the conduct of your business; or b.The spouse, child, parent, brother or sister of that fellow “employee” as a consequence of Paragraph a. above. However, we will cover “bodily injury” caused by your “employee” to his or her fellow “employee” if the “bodily injury” results from the use of a covered “auto” you own or hire; the covered “auto” is used with your permission; and if you have workers’ compensation insurance in-force covering all of your “employees.” 2.Coverage is excess over any other collectible insurance. H. HIRED AUTO PHYSICAL DAMAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage: 1.If hired “autos” are covered “autos” for Liability Coverage and if Physical Damage Coverage is provided under this Coverage Form for owned “autos”, then the Physical Damage Coverages provided are extended to any “auto” you hire or borrow from someone other than your “employees”, members or partners, or any member of their household. 2.The most we will pay for “loss” in any one “accident” is the lesser of: a.$50,000, subject to a policy annual aggregate limit of $100,000; b.The actual cash value of the damaged or stolen “auto” at the time of the “loss”; or c.The cost of repairing or replacing the damaged or stolen “auto” with another “auto” of like kind and quality. 3.If you are legally liable for the “accident”, we will also pay up to $1,000 per “accident” for the actual loss of use to the owner of the covered “auto”. 4.Paragraph 2. above is subject to a deductible, which is determined by the lowest deductible applicable to any owned “auto” for that coverage and vehicle type. If owned “autos” do not include this vehicle type, the lowest deductible on the policy for the same physical damage coverage will apply. No deductible applies to “loss” caused by fire or lightning. 5. a.Hired Auto Physical Damage coverage is primary for any covered “auto” you hire without a driver, and excess over any other collectible insurance for any covered “auto” that you hire with a driver. b. SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph B.5.b. Other Insurance is amended to delete the following: However, any “auto” that is leased, hired, rented or borrowed with a driver is not a covered “auto”. 6.If symbol 8 is shown on the Covered Auto section of the Policy Declarations page for any of the physical damage coverages, then the Hired Auto Physical Damage Coverage described in this endorsement does not apply. 7.This coverage does not apply to leased “autos” for which you are required to provide physical damage coverage as part of a written lease agreement. I. HYBRID AUTO PAYMENT COVERAGE 1.In the event of a total “loss” to a non-“hybrid auto” for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under the Business Auto Coverage form, then Physical Damage Coverages are amended as follows: a. If the “auto” is replaced with a “hybrid auto” or “electric auto” we will pay an additional 10% of the non-“hybrid auto’s” actual cash value or replacement cost, to a maximum of $2,500, whichever is less; b. The “auto” must be replaced and a copy of a bill of sale or lease agreement must be received by us within 60 calendar days of the date of “loss”; and INSURED COMMERCIAL AUTO ACA00230512 Includes copyrighted material from Insurance Services Office, Inc., Page 4 of 5 with its permission. c. If more than one “auto” is damaged in any one “loss”, the most we will pay under this Coverage for any one “loss” is $5,000. 2.For the purpose of this coverage provision the following Definitions are added: a.“Hybrid auto” is defined as an “auto”, including a hybrid “electric auto” that is powered by two sources, an internal combustion engine, and an electric motor. b.“Electric auto” is an “auto” that is powered by an electric motor instead of a gasoline engine. The “electric auto” uses energy stored in its rechargeable batteries, which are recharged by common household electricity. J. KNOWLEDGE OF AN ACCIDENT, CLAIM, SUIT OR LOSS The following Paragraph is added to SECTION IV - BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim, Suit Or Loss: Prompt notice of an “accident”, claim, “suit” or “loss” to an agent or “employee” of the “insured” will not in itself constitute your knowledge of such “accident”, claim, “suit” or “loss” unless an executive officer or manager of the “insured’s” operation receives such notice from its agent or “employee”. K. SIGN COVERAGE The following is added to SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage: We will pay for loss to signs, murals, paintings, or graphics, as part of equipment, which are displayed on a covered “auto”. 1.The most we will pay for “loss” in any one “accident” is the lesser of: a.The actual cash value of the property at the time of “loss”; or b.The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c.$1,000. 2.This coverage does not apply to Hired Auto Physical Damage Coverage. L. TOWING AND LABOR COSTS SECTION III – PHYSICAL DAMAGE COVERAGE, A. COVERAGE, 2. Towing is deleted and replaced by: We will pay up to the limit shown in the Declarations or $250, whichever amount is higher, for towing and labor costs incurred each time a covered “auto” is disabled. However, the labor must be performed at the place of disablement. M. TRANSPORTATION EXPENSES SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverages, 4.a. Transportation Expenses is deleted and replaced by: 1.We will pay up to $75 per day, for up to 30 days, for temporary transportation expenses incurred by you because of “loss” to a covered “auto”. 2.We will pay only for those covered “autos” for which you carry either Comprehensive or Specified Causes of Loss Coverage. 3.If the “loss” is due to theft of a covered “auto” we will pay transportation expenses after the theft and ending when the covered “auto” is returned to use or we pay for its “loss”. 4.We will pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered “auto”. INSURED COMMERCIAL AUTO ACA00230512 Includes copyrighted material from Insurance Services Office, Inc., Page 5 of 5 with its permission. N. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS The following Paragraph is added to SECTION IV – BUSINESS AUTO CONDITIONS, B.2. Concealment, Misrepresentation Or Fraud: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, such failure will not prejudice the coverage provided to you. However, this provision does not affect our right to collect additional premium for any additional hazards or exercise our right of cancellation or non-renewal. O. WAIVER OF DEDUCTIBLE – REPAIRED GLASS AND STOLEN AUTOS EQUIPPED WITH RADIO FREQUENCY TRANSCEIVERS The following Paragraphs are added to SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible: 1.A deductible does not apply to “loss” to glass used in the windshield, doors, and windows, if the glass is repaired rather than replaced. 2. A deductible does not apply to covered “autos” that are stolen if they are equipped with a radio frequency transceiver that is part of a stolen vehicle recovery system and: a.You promptly report the theft to the police and inform them that the stolen “auto” is equipped with a radio frequency transceiver; b.Such transceiver was installed, inspected and maintained according to guidelines provided by the transceiver’s manufacturer; and either c.The covered “auto” sustains damage as a result of being stolen; or d.The covered “auto” is not recovered within 90 days of the theft. P. WAIVER OF SUBROGATION The following Paragraph is added to SECTION IV – BUSINESS AUTO CONDITIONS, A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury" or "property damage" but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a written contract or written agreement with that person or organization. All other terms and conditions of the policy remain unchanged. INSURED 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 04-01-23 Policy No. ARB-WK-10000055-06 Endorsement No. Insured NORTH AMERICAN TRAINING Premium $ INCL. Insurance Company NOVA Casualty Company Countersigned By WC 00 03 13 (Ed. 4-84) 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER PRIOR TO A LOSS. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. INSURED NATS Basic Rigging & Arborist Technical Rigging Training Final Audit Report 2023-09-11 Created:2023-09-11 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAyII_86JBkinAQNkgzSf-Cr7rCikviOzj "NATS Basic Rigging & Arborist Technical Rigging Training" Hist ory Document created by City of Cupertino (webmaster@cupertino.org) 2023-09-11 - 6:37:05 PM GMT- IP address: 35.229.54.2 Document emailed to Jindy Garfias (jindyg@cupertino.org) for approval 2023-09-11 - 6:39:49 PM GMT Document approved by Jindy Garfias (jindyg@cupertino.org) Approval Date: 2023-09-11 - 6:41:09 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-09-11 - 6:41:10 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-09-11 - 7:01:10 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Brian Luzier (brian.luzier@natstraining.com) for signature 2023-09-11 - 7:01:12 PM GMT Email viewed by Brian Luzier (brian.luzier@natstraining.com) 2023-09-11 - 7:19:27 PM GMT- IP address: 74.125.212.69 Document e-signed by Brian Luzier (brian.luzier@natstraining.com) Signature Date: 2023-09-11 - 8:05:00 PM GMT - Time Source: server- IP address: 24.101.46.245 Document emailed to christopherj@cupertino.org for signature 2023-09-11 - 8:05:02 PM GMT Email viewed by christopherj@cupertino.org 2023-09-11 - 8:17:07 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-09-11 - 8:17:24 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-09-11 - 8:17:26 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Jimmy Tan (jimmyt@cupertino.org) for signature 2023-09-11 - 8:17:28 PM GMT Email viewed by Jimmy Tan (jimmyt@cupertino.org) 2023-09-11 - 8:27:07 PM GMT- IP address: 104.47.73.126 Document e-signed by Jimmy Tan (jimmyt@cupertino.org) Signature Date: 2023-09-11 - 8:27:30 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-09-11 - 8:27:32 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-09-11 - 9:04:37 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-09-11 - 9:04:57 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-09-11 - 9:04:57 PM GMT