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23-118 City of Cupertino-Native Digital for Media and Public RelationsCITY OF II PROFESSIONAL/CONSUL TING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation ("City "), and Native Digital ("Contractor"), a Corporation for Media and Public Relations Services, 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 August 30, 2025 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on the effective date and shall be completed by August 30, 2025. 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 be based on actual costs but that will be capped so as not to exceed $174,732.00 ("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 Services, Contractor must submit a requisition for final and complete payment of costs and pending Media and Pub li c Relations Services Page I of 9 Professional/Consulting Contracts /Version : October 2021 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. 53 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. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 56 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, 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. PROPRIETARYJCONFIDENJIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Media and Public Relations Services Page 2 of9 Professional/Consulting Contracts /Version : October 202 / 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. OW NE RSHIP OE MAT ERIA LS 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. 73 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 Media and Public Relations Services Page 3 of9 Professional/Consulting Contracts /Version: October 202/ 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 control 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. PUBLICITY I 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 Media and Public Relations Services Page 4 of9 Professional/Consulting Contracts /Version : October 202/ 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 . Media and Public Relations Services Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts oflnterest. 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 Tina Kapoor 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 Justin Watkins 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. ABANDONM ENT 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 often 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 by giving Consultant (c/o Consultant's CEO , Ju stin Watkins) not less than 90 days ' prior written notice . 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. GOV ERNING LAW, VENU E, AND DISPUTE RESOL UTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to Media and Public Relations Services Page 6 of9 Professional/Cons11/ting Contracts /Version : October 202/ this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third-party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. LNSERTED 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. SEVERABILIIY IP ARTIAL 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 Media and Public Relations Services Page 7 of9 Professional/Consulting Contracts /Version: October 2021 force and effect to the extent allowed by such ruling . All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law , and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Tina Kapoor Email: tinak@cupertino.org 27. EXECUTION To Contractor: Native Digital 1612 Grand Blvd., Suite 300 Kansas City, MO 64108 Attention: Justin Watkins Email: jwatkins@nativedigital.com The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By ________ _ Name ________ _ Title _________ _ Date _________ _ Media and Public Relations Services CONTRACTOR By ~~ Nan~ST/N 1-JM]<.J/J) Title C(:;D Date I O -/ 3 -2 7 Page 8 of 9 Professional/Consulting Contracts /Version: October 202 I Pamela Wu City Manager 10/16/2023 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date _________ _ Media and Public Relations Services Page 9 of9 Professional/Consulting Contracts /Version : October 202/ Christopher D. Jensen (Oct 16, 2023 13:22 PDT) Christopher D. Jensen 10/16/2023 Exhibit A -Scope of Work Goat: Promote Cupertino's business value proposition to key decision makers. HEADWINDS • Advance the narrative beyond "the home of Apple." INSIGHTS • We can springboard off our core strengths to show the full ecosystem and appeal of Cupertino. • We do not have to convince everyone. We can focus on target G2B decision makers. WATCHOUTS • Avoid traditional mass media and PR media relations during early phases . They require higher budgets and invite unwanted scrutiny. STRATEGY MEASURABLES • Craft appealing city narrative. Build comprehensive messaging strategy. • Deploy in targeted & budget efficient digital mediums with strong lead generation & sales cycle opportunities. MEASURABLES EXHIBIT A • Brand awareness & search intent--> from cumulative 450 searches per month across 4 primary keywords • Website pageviews--> grow audience and increase number of average monthly views for webpages and biogs, and engagements for social media posts by at least 20%. • Additional consideration: Qualified lead conversion, sales cycle nurture duration & engagement TASKS, ACTIONS, SUPPORT & DELIVERABLES • Gather target audience and stakeholder input. • Analyze the City's existing public communication platforms. Identify and recommend opportunities for improvement and propose metrics for measuring success. • Develop collateral materials and messaging on Cupertino's business proposition to position the City of Cupertino as the "Center of Innovation" and "Open for Business." Apply storytelling techniques to outbound communications related to City's message. • Emphasize themes: Innovation-based ecosystem, Economic development efforts, educational strengths, Strong job market, "Hidden gems." • Promote resident and business engagement . • Create plug-and-play templates for various social media platforms including lnstagram, FB, Twitter, Linkedln. • Work with City Officials to identify research needed to support overall objectives. ' • Schedule and lead monthly, 30-minute "check-in" calls with the City Manager and the project team. • Research story angles to supplement content. Native Digital Tasks and Deliverables Kickoff & Interviews (6 stakeholders) • Review project timeline, objectives, goals, and team roles. • Client to provide interviewee list and initiate invitation to participate. • Phone/Zoom interviews with priority stakeholders, customers, or lapsed customers. Discovery Report -Define 3-5 target audience profiles based on inputs. (Motivators, stressors, jobs to be done) • Analysis of brand, market, culture, customer & experience. -Develop opportunities, proof points & springboards for brand messaging. EXHIBIT A Narrative & Campaign Messaging -Recommend positioning territories with customer insights and brand idea. -Develop messaging for primary audiences. -Present conceptual directions with mood boards, & storyboard BlB Account-Based Marketing -Channel Strategy, Campaign Setup (Linkedln) -Deliver playbook with audience targeti ng, flighting sequence, engagement metric benchmarks , goals & budget allocation. Set up campaigns and measurement for launch (excludes PPC, SEO, Email, PR) Creative Execution: Digital Ads, Sales Collateral, Message Validation -Active creation & testing of ad units. (1 round of revision for each launch) -Paid social and display may be included based on the campaign plan. -Sales Collateral & Message Map refinements as needed -Uses existing brand assets. New audio and video editing to be estimated separately . BlB Account-Based Marketing -Campaign Management & Analytics Consult -Active campaign deployment & optimization of existing paid & owned deployment. -Analysis on improving performance delivered via deck monthly . Creative Execution: Digital Ads, Sales Collateral, Message Validation -Active creation & testing of ad units. (1 round of revision for each launch) -Paid social and display may be included based on the campaign plan. -Sales Collateral & Message Map refinements as needed. -Uses existing brand assets. New audio and video editing to be estimated separately. BlB Account-Based Marketing -Campaign Management & Analytics Consult -Active campaign deployment & optimization of existing paid & owned deployment . . Analysis on improving performance delivered via deck monthly. EXHIBIT B and C Exhibit B and C -Schedule of performance and Compensation Native Digital will perfor m the below tasks at the below rates. Invoicing will be based on a verified percentage of project task completion. Invoice payments will be monthly. Tasks and Deliverables -Year I Cost Kickoff & Interviews (6 stakeholders) $11 ,700 -Review project timeline, objectives, goals, and team roles. -Client to provide interviewee list and initiate invitation to participate. -Phone/Zoom interviews with priority stakeholders, customers , or lapsed customers. Discovery Report $14,040 -Define 3-5 target audience profiles based on inputs. (Motivators, stressors, jobs to be done) -Analysis of brand , market, culture, customer&. experience. -Develop opportunities, proof points &. springboards for brand messaging. Narrative & Campaign Messaging $25,350 -Recommend positioning territories with customer insights and brand idea. -Develop messaging for primary audiences. -Present conceptual directions with mood boards, &. storyboard B2B Account-Based Marketing -Channel Strategy, Campaign Setup $7,020 (Linkedln) -Deliver playbook with audience targeting, flighting sequence, engagement metric benchmarks, goals &. budget allocation. Set up campaigns and measurement for launch (excludes PPC, SEO , Email, PR) Creative Execution: Digital Ads, Sales Collateral, Message Validation $50 ,700 -Active creation &. testing of ad units. (1 round of revision for each launch) -Paid social and display may be included based on the campaign plan. -Sales Collateral &. Message Map refinements as needed. -Uses existing brand assets. New audio and video editing to be estimated separately. B2B Account-Based Marketing -Campaign Management & Analytics $18,720 Consult -Active campaign deployment &. optimization of existing paid &. owned deployment. -Analysis on improving performance delivered via deck monthly. Tasks and Deliverables -Year 2 Creative Execution: Digital Ads, Sales Collateral, Message Validation $9,750 -Active creation &. testing of ad units. (1 round of revision for each launch) -Paid social and Display may be included based on the campaign plan. -Sales Collateral &. Message Map refinements as needed . . Uses existing brand assets. New audio and video editing to be estimated separately. B2B Account-Based Marketing -Campaign Management & Analytics Consult -Active campaign deployment & optimization of existing paid & owned deployment. -Ana\ysis on improving performance delivered via deck monthly. EXHIBIT Band C $37,440 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l. 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. h 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 l O (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 ofno less than $1,000,000 per occurrence for bodily injury or disease . D 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 . Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts Form Upda ted Jan. 2022 1 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: A<lditional 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 IO (11/ 85) or both CG 20 IO 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. Exh. D-lnsurance Requirements for Design Professionals & Consultant Contracts Form Updated Jan . 2022 2 Ac R& CERTIFICATE OF LIABILITY INSURANCE DATf MIYWDIYYYYI L 08/15/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the palicy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER I CONTACT RSC INSURANCE BROKERAGE INC 160 FEDERAL ST 4TH FL BOSTON, MA 02110 (888) 661-3938 INSURED NATIVE DIGITAL LLC 1612 GRAND BLVD STE 300 KANSAS CITY, MO 64108 INSURERS) AFFORDING COVERAGE INSURER A ; TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA INSURER B : TRAVELERS PROPERTY CASUALTY COMPANY OF AMERMA INSURER C : THE TRAVELERS INDEMNITY COMPANY INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 710026914350722 REVISION NUMBER: NAIC III 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 SEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADOL WSO SUBR WVD POLICY NUMBER POLICY EFF MM70LY1'YYY POLICY EXP eIINVRC>rYYYY LIMITS A }( COMMERCIAL GENERAL LU191LYrY CLAR454 AAM � OCCUR }C )C 680-BL759241-22 10/17/2022 10117/2023 EACH cc RREN E $2 000 000 P r $`�00'�0 MED ExP (Any oneparson) $5 000 PERSONAL A ADV INJURY $2.000.000 GEN'L AGGREGATE UMIT APPLIES PER: �{ POLICY PROJECT LOG GENERAL AGGREGATE $4,000 000 PR O T • COMP P AGO 14.000.000 OTHER: A AUTOMOBILE LIAWUr1Y BA-SL763291-22 10/17/2022 10/17/2023 CO eMBINE�Dil]SINGLE LRIdT JEaANY $1,000,000 BODILY INJURY (Per Person) $ AUTO BODILY INJURY (Per=oent) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON•OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE (Per accldem) $ 8 x UMBRELLA LIAR x OCCUR CUP-8L76299A-22 10/17/2022 10/17/2023 EACH OCCURRENCE $5,000,000 EXCESS LIAR CLAIMS•MADE AGGREGATE $5.000.000 OED }C RETENTION $5,000 $ c WORKERS COMPENSATION AND EMPLOYEEV LIABILITY YM ANY PPIOPRIETORIPARTN£RIFJ[ECUTIVE OFFIC8AI(Mandatory in SERNH) E7(CLUDEZ)? tMandaopry in NIiD WA LIB-8L764712-22 10/17/2022 10/17/2023 pp pO )( g7AT TE ETH. E L. EACH ACCIDENT $1 ,000 O00 E L DISEASE • EA EMPLOYEE $1,000,000 I} yes, describe under DESCRIPTION OF OPERATIONS Delpw E L DISEASE • POLICY LIMIT $ 1, 000.000 A HIREDPD-COLL BA-BL763291-22 10/17/2022 10/17/2023 HIRED PO - COMP DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remem Schedule, may be stlarhed II more space Is required) AS RESPECTS TO GENERAL LIABILITY, SUBROGATION AGAINST THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS. EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS, RAS BEEN WAIVED PER CG 08 42. AS RESPECTS TO GENERAL LIABILITY, THE CITY OF CUPERTI NO, ITS CITY COUNCIL, OFFICERS, OFF rGiALS, EMPLOYEES, A(i ENTS, SERVANTS AND VOLIJ NTEERS ARE ADOMONAL INSURED - BLANKET ADO ITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS CG D1 05 AN ENDORSEMENT HAS BEEN ADDED TO THE POLICIES THAT PROVIDES SQ DAY EARLIER NOT PCE OF CANCELLATION, SUBJECT TO THE TERMS OF THAT ENDORSEMENT AS RESPECTS TO GENERAL LIABILITY, COVERAGE IS AFFORDED ON A PRIMARY AND NON-CONTRIBUTORY BASIS AS PER CO Tl 00 CERTIFICATE HOLDER CANCELLATION THE CITY OF CUPERTINO 10300 TORRE AVENUE CUPERTINO, CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORi21:D REPRESENTATNE * 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANK ET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION 11) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured") whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work" or your ongoing operations for that addi - tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the following conditions apply : a. Limits of Insurance -The following limits of liability apply: 1. The limits which you agreed to provide; or 2. The limits shown on the declarations, whichever is less. b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury ," "property damage," "per- sonal injury ," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing , approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and 2. Supervisory, inspection or engineering services. CG D10504 94 Copyright , The Travelers Indemnity Company , 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office , Inc . POLICY NUMBER: 680-8L759241-22-42 EFFECTIVE DATE: 10/17/2022 ISSUE DATE: 07/28/2023 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS * * IL TO 07 09 87 IL TO 25 08 01 MP TO 01 02 05 IL TB 01 01 01 IL T3 15 09 07 BUSINESSOWNERS MP Tl 30 02 05 MP Tl 02 02 05 MP Tl 05 02 05 MP T3 63 03 15 MP T3 25 01 21 MP T3 34 02 05 MP T3 50 11 06 MP T3 56 02 08 CP 01 24 07 00 MP TS 37 04 22 CHANGE ENDORSEMENT RENEWAL CERTIFICATE BUSINESSOWNERS COVERAGE PART DECLARATIONS FORMS ENDORSEMENTS AND SCHEDULE NUMBERS COMMON POLICY CONDITIONS TABLE OF CONTENTS -BUSINESSOWNERS COVERAGE PART - DELUXE PLAN BUSINESSOWNERS PROPERTY COVERAGE SPECIAL FORM AMENDATORY PROVISIONS -OFFICES POWER PAC PREMIER ENDORSEMENT FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE ELECTRONIC DATA PROCESSING -INCREASED LIMIT EQUIPMENT BREAKDOWN -SERVICE INTERRUPTION LIMITATION AMENDATORY PROVISIONS -GREEN BUILDING AND BUSINESS PERSONAL PROP COV ENHANCEMENTS NEBRASKA CHANGES MISSOURI CHANGES COMMERCIAL GENERAL LIABILITY * CG TO 34 02 19 CG Tl 00 02 19 CG 24 04 12 19 CG D3 09 02 19 CG D9 10 09 21 CG Dl 05 04 94 CG D2 03 12 97 CG T4 91 11 88 CG DB 42 02 19 CG D4 21 07 08 CG D6 18 10 11 CG Dl 42 02 19 CG D2 26 06 15 CG T4 81 11 88 TABLE OF CONTENTS -COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG Tl 00 02 19 COMMERCIAL GENERAL LIABILITY COVERAGE FORM WVR OF TRANS OF RIGHTS OF RECOVERY AMENDATORY ENDORSEMENT -PRODUCTS-COMPLETED OPERATIONS HAZARD AMENDMENT OF INTELLECTUAL PROPERTY EXCLUSION BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS AMEND -NON CUMULATION OF EACH OCC ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION XTEND ENDORSEMENT FOR SMALL BUSINESSES AMEND CONTRAL LIAB EXCL -EXC TO NAMED INS EXCLUSION -VIOLATION OF CONSUMER FINANCIAL PROTECTION LAWS EXCLUSION -DISCRIMINATION EXCLUSION -TOBACCO OR NICOTINE EXCLUSION -ALL HAZARDS IN CONNECTION WITH A DESIGNATED EXPOSURE * TEXT IN THIS FORM HAS CHANGED, OR THE FORM WAS NOT ON POLICY BEFORE . IL TS 01 01 01 PAGE: 1 OF 2 POLICY NUMBER: 680-8L759241-22-42 EFFECTIVE DATE: 10/17/2022 ISSUE DATE: 07/28/2023 COMMERCIAL GENERAL LIABILITY (CONTINUED) CG 26 50 04 13 CG F2 50 09 08 CG F9 34 02 19 MISSOURI CHANGES -MEDICAL PAYMENTS MISSOURI CHANGES -DEFINITION OF POLLUTANTS AMENDMENT OF DUTIES IN EVENT OF AN OCCURRENCE, OFFENSE, CLAIM OR SUIT CONDITION EMPLOYEE BENEFITS LIABILITY CG TO 09 09 93 CG TO 43 01 16 CG Tl 01 01 16 CG F8 93 01 16 EMPLOYEE BENEFITS LIABILITY COVERAGE PART DECLARATIONS TABLE OF CONTENTS -EMPLOYEE BENEFITS LIABILITY COVERAGE FORM EMPLOYEE BENEFITS LIABILITY COVERAGE FORM MISSOURI CHANGES -EBL MULTIPLE SUBLINE ENDORSEMENTS CG T3 33 11 03 CG 26 25 04 05 INTERLINE ENDORSEMENTS IL TO 63 07 22 IL T3 68 01 21 IL T4 12 03 15 IL T4 14 01 21 IL T4 27 02 19 IL T4 40 10 20 IL T3 82 05 13 IL 00 21 09 08 IL 01 05 10 08 IL 02 74 02 13 IL FO 61 09 07 IL T3 25 02 93 IL T4 00 05 19 POLICY HOLDER NOTICES PN MP 59 04 19 PN T4 54 01 08 PN MP 38 01 11 PN T2 04 05 10 LIMITATION WHEN TWO OR MORE POLICIES APPLY MISSOURI CHANGES -GUARANTY ASSOCIATION ACTUAL CASH VALUE FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE AMNDT COMMON POLICY COND-PROHIBITED COVG CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM ADDITIONAL BENEFITS PROTECTION OF PROPERTY EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) MISSOURI CHANGES -POLLUTION MISSOURI CHANGES -CANCELLATION AND NONRENEWAL MISSOURI CHANGES -DEFINITION OF POLLUTANTS NEBRASKA CHANGES -APPRAISAL DESIG PERSON, ORG-NOTICE PROVIDED BY US IMPORTANT NOTICE -PRODUCT AVAILABILITY IMPORTANT NOTICE REGARDING INDEPENDENT AGENT AND BROKER COMPENSATION IMPORTANT NOTICE -JURISDICTIONAL INSPECTIONS IMPORTANT NOTICE -CONTACT INFO -MISSOURI * TEXT IN THIS FORM HAS CHANGED. OR THE FORM WAS NOT ON POLICY BEFORE . IL T8 01 01 01 PAGE: 2 OF 2 POLICY DECLARATIONS EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE POLICY One Tower Sq uare, Hartford , Connecticu t 06183 POLICY NO.: CUP-8L76299A-22-42 ISSUE DATE: 08/29/2022 INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA 1. NAMED INSURED AND MAILING ADDRESS: NATIVE DIGITAL LLC 1612 GRAND BLVD STE 300 KANSAS CITY MO 64108-1494 2. POLICY PERIOD: From 10/17/2022 to 10/17 /202312:01 A.M. Standard Time at your mailing address. 3 . LIMITS OF INSURANCE: COVERAGES LIMITS OF LIABILITY AGGREGATE LIMITS OF LIABILITY $5,000,000 General Aggregate $5,000,000 Products-Completed Operations Aggregate EXCESS FOLLOW-FORM AND $5,000,000 Occurrence Limit UMBRELLA LIABILITY CRISIS MANAGEMENT SERVICE $50,000 all Crisis Management Events EXPENSES 4. SELF-INSURED RETENTION: $5,000 any one occurrence or event 5. PREMIUM: $ 1,878 X Flat Charge Adjustable (See Premium Schedule) 6 . TAXES AND SURCHARGES: 7. On the effective date shown in Item 2., the Excess Follow-Form And Umbrella Liab ility Insurance Policy numbered above includes this Declarations Page and any forms and endorsements shown on the Listing Of Forms. Endo rsements And Schedule Numbers . 8. If the Schedule Of Underlying Insurance includes any coverage provided on a claims-made basis, then the following disclaimer applies . COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. 9. If the Schedule Of Underlying Insurance includes any coverage which includes defense expenses within the limits of liability, then the following disclaimer applies: DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE WITH RESPECT TO SOME OR ALL OF THE COVERAGES PROVIDED. NAME AND ADDRESS OF AGENT OR BROKER: RSC INSURANCE BROKERAGE -X5032 15 PACELLA PARK DR STE 240 RANDOLPH MA 02368 OFFICE: ELMIRA NY SRV CTR COUNTERSIGNED BY: Authorized Representative DATE: ----------- EU 00 02 09 20 «:) 2019 The Travelers lndemnily company. All rights reserved. Page 1 of 1 ~ TRAVELERSJ ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) -001 POLICY NUMBER: UB-BL764712-22-42-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. 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. DATE OF ISSUE: 08-26-22 ST ASSIGN : PAGE l OFl ...... TRAVELERSJ Policy Number: Polley Effective Date: Issue Date: Premium$ INSURING COMPANY: CHANGE EFFECTIVE DATE : 06-08-23 One Tower Square, Hartford, Connecticut 06183 CHANGE ENDORSEMENT Named Insured: NATIVE DIGITAL LLC AND AS PER IL TB 00 BA-8L763291-22-42-G 10-17-22 07-27-23 0.00 TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA Effective from o 6 -o B - 2 3 at the time of day the policy becomes effective . THIS INSURANCE IS AMENDED AS FOLLOWS: Designated Additional Insured -Contract Agreement -With Notice has been deleted: CITY OF MOUNTAIN VIEW 500 CASTRO ST PO BOX 7540 MOUNTAIN VIEW CA 94041-2010 Designated Additional Insured -Contract Agreement -With Notice has been added: THE CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO CA 95014-3202 NAME AND ADDRESS OF AGENT OR BROKER : RSC INSURANCE BROKERAGE X5032 160 FEDERAL ST 4TH FL BOSTON MA 02110 IL TO 07 09 87 (Page 1 of 1 ) OFFICE: ELMIRA NY SRV CTR 700 Countersigned by Authorized Representative DATE : POLICY NUMBER: BA-8L76329l-22-42-G EFFECTIVE DATE: 10/17/2022 ISSUE DATE: 07/27/2023 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS IL TO 02 ll 89 IL TO 07 09 87 IL TB 01 01 01 IL TO 01 01 07 COMMERCIAL AUTO CA TO 01 02 15 CA TO 02 02 15 CA TO 03 02 15 CA TO 30 02 16 CA TO 31 02 15 CA 00 01 10 13 CA 01 65 07 16 CA 01 66 10 13 CA 05 02 04 16 CA 21 04 10 13 CA 31 04 02 18 CA 99 03 10 13 CA 99 33 10 13 CA 99 47 10 13 CA T4 59 02 15 CA T4 74 02 16 CA T6 25 07 18 CA T3 01 02 15 CA T3 53 02 15 CA 02 19 01 16 INTERLINE ENDORSEMENTS IL T4 05 05 19 IL T4 27 02 19 IL TB 00 10 22 IL T4 12 03 15 IL 00 21 09 08 IL TO 10 12 86 IL TB 01 01 01 COMMON POLICY DECLARATIONS CHANGE ENDORSEMENT FORMS ENDORSEMENTS AND SCHEDULE NUMBERS COMMON POLICY CONDITIONS BA-COVERAGE PART DECS (ITEMS 1 & 2) BUSINESS AUTO COVERAGE PART DECLARATIONS (ITEM 3) BUS AUTO COV PART DECLARATIONS-4&5 BUSINESS AUTO/MC COV PART-UM SUPPL SCHD TABLE OF CONTENTS-BUSINESS AUTO COV FORM BUSINESS AUTO COVERAGE FORM MISSOURI CHANGES MO CHANGES POLLUTION EXCL MISSOURI ALTERNATE LOSS PAYMENT -PHYSICAL DAMAGE COVERAGES MISSOURI UNINSURED MOTORISTS COVERAGE MISSOURI UNDERINSURED MOTORISTS COVERAGE AUTO MEDICAL PAYMENTS COVERAGE EMPLOYEES AS INSUREDS EMPLOYEE AS LESSOR AMENDMENT OF EMPLOYEE DEFINITION BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE ROADSIDE ASSISTANCE COVERAGE ADDL INSD COVD AUTO LIAB COVG-DESGN PERS BUSINESS AUTO EXTENSION ENDORSEMENT MISSOURI CHANGES -CANCELLATION AND NONRENEWAL DESIGNATED PERSON OR ORGANIZATION -NOTICE OF CANCELLATION PROVIDED BY US ADDITIONAL BENEFITS GENERAL PURPOSE ENDORSEMENT AMNDT COMMON POLICY COND-PROHIBITED COVG NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) LENDER'S CERTIFICATE OF INSURANCE -FORM A PAGE: 1 OF 1 ....... TRAVELERSJ One Tower Square, Hartford, Connecticut 06183 BUSINESS AUTO COVERAGE PART DECLARATIONS ISSUE DATE: 07-27-23 SM ITEM ONE Policy Number: BA-BL763291-22-42-G INSURING COMPANY: TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA Declarations Period: From 10-11-22 to 10-11-23 12:01 A.M. Standard Time at your mailing address shown in the Common Policy Declarations. The Commercial Auto Coverage Part consists of these Declarations and the Business Auto Coverage Form shown below . FORM OF BUSINESS: Limited Liability Company (LLC) ITEM TWO A. COVERAGE AND LIMITS OF INSURANCE Coverage applies only to those "autos'" shown as Covered '"Autos'". "Autos" are shown as covered "autos" for the applicable coverages by the entry of one or more of the symbols from Section I - Covered Autos of the Business Auto Coverage Form next to the name of the coverage . COVERAGES COVERED LIMITS OF INSURANCE AUTO The most we will pay for any one accident or loss SYMBOL COVERED AUTOS LIABILITY 1 $1,000,000 AUTO MEDICAL PAYMENTS 2 $5,000 Each Insured UNINSURED and UNDERINSURED 2 See CA TO 30 MOTORISTS COVERAGE PHYSICAL DAMAGE 7 8 Actual Cash Value or Cost of Repair, Comprehensive Coverage whichever is less, minus deductible shown in ITEM THREE--SCHEDULE OF COVERED AUTOS YOU OWN for each covered Auto. See Item Four for Hired or Borrowed Autos. PHYSICAL DAMAGE 7 8 Actual Cash Value or Cost of Repair, Collision Coverage whichever is less, minus deductible shown in ITEM THREE--SCHEDULE OF COVERED AUTOS YOU OWN for each covered Auto. See Item Four for Hired or Borrowed Autos. B. AUDIT PERIOD: ANNUALLY PRODUCER RSC INSURANCE BROKERAGE X5032 OFFICE ELMIRA NY SRV CTR 700 CA TO 010215 © 2015 The Travelers Indemnity Company All rights reserved Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc with its permission . ~ TRAVELERSJ One Tower Square, Hartford, Connecticut 06183 BUSINESS AUTO COVERAGE PART DECLARATIONS ISSUE DATE: 07-27-23 SM Policy Number: BA-BL76329l-22-42-G C. DESCRIPTION OF COVERED AUTO DESIGNATION SYMBOLS: Symbols 1-9, 19: SEE BUSINESS AUTO COVERAGE FORM Section 1 Covered Autos PRODUCER RSC INSURANCE BROKERAGE X5032 OFFICE ELMIRA NY SRV CTR 700 CA TO 01 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc . with its permission ~ TRAVELERSJ One Tower Square, Hartford, Connecticut 06183 BUSINESS AUTO COVERAGE PART DECLARATIONS ISSUE DATE: 07-27-23 SM Policy Number: BA-BL763291-22-42-G D. LOSS PAYEE: Any loss under Physical Damage Coverages is payable as interest may appear to you and the Loss Payee named in the Declarations. (See Loss Payable Clause on reverse side) E. NUMBERS OF FORMS, SCHEDULES AND ENDORSEMENTS FORMING PART OF THIS COVERAGE PART: SEE IL TB 01 01 01 PRODUCER RSC INSURANCE BROKERAGE X5032 OFFICE ELMIRA NY SRV CTR 7 0 0 CA TO 01 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission . .... TRAVELERSJ One Tower Square, Hartford, Connecticut 06183 BUSINESS AUTO COVERAGE PART DECLARATIONS ISSUE DATE: 07-27-23 SM Policy Number: BA-BL763291-22-42-G LOSS PAYABLE CLAUSE A. We will pay you and the loss payee named in the policy for "loss" to a covered "auto", as interest may appear. B. The insurance covers the interest of the loss payee unless the "loss" results from conversion . secretion or embezzlement on your part. C. We may cancel the policy as allowed by the CANCELLATION Common Policy Condition. Cancellation ends this agreement as to the loss payee's interest. If we cancel the policy we will mail you and the loss payee the same advance notice . D. If we make any payment to the loss payee, we will obtain their rights against any other party. VEHICLE NUMBER 2 SCHEDULE OF LOSS PAYEES LOSS PAYEE (Name and Address) JUSTIN WATKINS 1612 GRAND BLVD KANSAS CITY MO 64108-1494 PRODUCER RSC INSURANCE BROKERlt,GE X5032 OFFICE ELMIRA NY SRV CTR 7 0 0 CA TO 01 0215 © 2015 The Travelers Indemnity Company . All rights reserved . Page 4 of 4 Includes copyrighted material of Insurance Services Office , Inc . with its perm IssIon . POLICY NUMBER: BA-BL763291-22-42-G COMMERCIAL AUTO ISSUE DATE : 07-27-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYEE AS LESSOR This endorsement modifies insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. Description Of "Auto": 2 SCHEDULE Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Any "auto" described in the Schedule will be con- sidered a covered "auto" you own and not a cov- ered "auto" you hire, borrow or lease. B. While any covered "auto" described in the Sched- ule is leased to you by one of your "employees", the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include that "employee" as an "insured". CA 99 4710 13 © Insurance Services Office , Inc .. 2011 Page 1 of 1 POLICY NUMBER : BA-8L763291-22-42-G COMMERCIAL AUTO ISSUE DATE: 07-27-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED FOR COVERED AUTOS LIABILITY COVERAGE -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM ADDITIONAL INSURED SCHEDULE Designated Person or Organization : THE CITY OF CUPERTINO Address: 10300 TORRE AVE CUPERTINO CA 95014-3202 PROVISIONS 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization designated in the Ad- ditional Insured Schedule is an "insured", but only with respect to liability for "bodily injury" or "prop- erty damage" caused, in whole or in part, by the acts or omissions of an "insured" under para- graphs A.1.a . or b. of SECTION I -COVERED AUTOS COVERAGES. 2. The following is added to Paragraph B., General Conditions, of the CONDITIONS Section: Notice of Cancellation to Additional Insured In the event of cancellation of this policy, written notice of cancellation will be mailed by us to that person or organization designated in the Addi- tional Insured Schedule. CA T3 010215 © 2015 The Travelers Indemnity Company . All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office . Inc. wilh its permission . ~ TRAVELERSJ PO Box 64095 St. Paul, MN 55102-0095 LENDER'S CERTIFICATE OF INSURANCE-FORM A Issue Date : 07-27-23 Policy Number : BA-BL763291-22-42-G 1. CERTIFICATE HOLDER: JUSTIN WATKINS 1 612 GRAND BLVD KANSAS CITY MO 64108-1494 2. NAMED INSURED: NATIVE DIGITAL LLC AND AS PER IL TB 00 1612 GRAND BLVD STE 300 KANSAS CITY MO 64108-1494 3. CERTIFICATION • We certify that we have issued the policy to the Named Insured for the policy period as identified in this Certificate. Notwithstanding any requirements , terms or conditions of any contract or other do cume nt with respect to which this Ce rt ifi ca te may be iss ued. the insu rance is that which we cus tomarily prov ide fo r the co verage indicate d in item 6. bel ow . This Certi ficate is iss ued as a matter of infor matio n only and does not amen d . extend or alter the cov erage affo rded by the po li cy . 4. POLICYPERIOD: 10-17-22 to 10-17-23 5. INSURING COMPANY: TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA 6. INSURANCE Vehicles Cove rage s : • The policy names the Certificate Holder as a Loss Payee according to its Loss Payable Clause (see item 7 . Special Provisions), for the vehicles described below: A = Comprehensive B = Specified Perils C = Collision DESIGNATED VEHICLE(S) COVERAGES AND DEDUCTIBLE 2017 CHEVROLET COLORADO 1GCGTDEN6Hl206253 A -$ 500 C -$ 1,000 IL TO 10 12 86 Page 1 of 2 7. SPECIAL PROVISIONS: LENDER'S CERTIFICATE OF INSURANCE-FORM A Issue Date: 07-27-23 Policy Number: BA-BL763291-22-42-G LOSS PAYABLE CLAUSE A. We will pay you and the loss payee named in the policy for "loss" to a covered "auto", as interest may appear. B. The Insurance covers the interest of the loss payee unless the "loss" results from conversion, secretion or embezzlement on your part . C. We may cancel the policy as allowed by the CANCELLATION Common Policy Condition. Cancellation ends this agreement as to the loss payee's interest. If we cancel the policy we will mail you and the loss payee the same advance notice. D. If we make any payment to the loss payee, we will obtain their rights against any other party notice . 8. NOT ICE OF CANCELLATION -If we ele ct to can cel the policy or the Coverage Part which applies to the property desc ri bed in item 6. of this Certificate , we will mail to the Certificate Holder wr itten notice at least 1 O day s be.fore the date our cancellation takes effect. tf more than 10 days notice to the Certificate Holder is provided in this Certificate or is required by law, we will mail written notice according to such provision or requirement. 9 . DEFINITIONS -As defined in the policy , the words "we," "us" and "our" refer to the Company provid ing this insurance . The words "you" and "your" refer to the Named Insured shown in the Declarat ions of the pol icy . COUNTERSIGNED BY: Authorized Representative IL TO 10 12 86 Page2of2 POLICY NUMBER: BA-BL763291-22-42-G DRIVER LISTING COMMERCIAL AUTO ISSUE DATE: 07-27-23 The sub seq uent pag e(s) of this form includes those drivers whom you have indicated will be using your auto mobile s insured through us. Ple ase be sure this listing is complete and includ es both full-time and occas ional drivers . If this information needs modification or when drivers are added or deleted , please complete both sides of this form, as applicable, and send it to your agent in a secure manner, being mindful of the sensitive information it could contain. NEW/ADDED DRIVERS LAST FIRST CA A10502 15 DATE OF BIRTH LICENSE NUMBER STATE LICENSED Page 1 of 2 POLICY NUMBER: BA-BL763291-22-42-G DRIVER LISTING COMMERCIAL AUTO ISSUE DATE : 07-27-23 This list includes those drivers whom you have indicated will be using y our aut omob iles insured through us. Please be sure this listing is complete and includes both full-time and occasiona l dr ive rs . If this information needs modification or when drivers are added or deleted , please complete both sides of this form , as applicable, and send it to your agent in a secure manner. being mindful of the sensitive information it could contain. CURRENT DRIVERS LAST WATKINS WATKINS CA A1 05 02 15 FIRST JUSTIN MONICA DELETE □ □ Page 2 of 2 I AXIS PROS MEDIA/PROFESSIONAL INSURANCE" MULTIMEDIA LIABILITY- OCCURRENCE Is1:14 W-1&I SOLELY AS RESPECTS THOSE COVERAGES UNDER THIS POLICY WRITTEN ON A CLAIM EXPENSE l DEFENSE COSTS WITHIN THE LIMITS BASIS: THIS INSURANCE POLICY PROVIDES COVERAGE FOR CLAIM EXPENSE l DEFENSE COSTS WITHIN THE LIMITS OF INSURANCE. THE LIMITS OF INSURANCE AVAILABLE TO PAY DAMAGES 1 LOSS AND ANY APPLICABLE RETENTION WILL BE REDUCED AND MAY BE COMPLETELY EXHAUSTED BY PAYMENT OF CLAIM EXPENSE 1 DEFENSE COSTS AND THE INSURER SHALL NOT BE OBLIGATED TO PAY JUDGEMENTS, SETTLEMENTS, OR ANY OTHER COVERED AMOUNTS, INCLUDING CLAIM EXPENSE 1 DEFENSE COSTS, AFTER THE LIMITS OF INSURANCE HAVE BEEN EXHAUSTED. SOLELY AS RESPECTS CLAIMS -MADE LIABILITY COVERAGES UNDER THIS POLICY: THIS INSURANCE POLICY PROVIDES COVERAGE ON A CLAIMS -MADE BASIS AND APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. CLAIMS MUST BE REPORTED TO THE INSURER AS SET FORTH IN THE POLICY. CLAIM EXPENSE l DEFENSE COSTS ARE INCLUDED IN THE POLICY LIMIT OF INSURANCE, AND PAYMENT THEREOF WILL ERODE, AND MAY EXHAUST, THE POLICY LIMIT OF INSURANCE. NAMED -- — INSURED BROKER OF RECORD Native Digital 3502 Gillham Road Kansas City, MO 64111 RSC Insurance Brokerage, Inc. fka Buttine [New York] 750 Third Avenue, Suite 1500 New York, NY 10017 AXIS Insurance Company (Admitted) 111 South Wacker Drive, Suite 3500 INSURER Chicago, IL 60606 (866) 259-5435 A Stock Insurer POLICY AXIS PRO® MEDIA/PROFESSIONAL INSURANCE& MULTIMEDIA LIABILITY AXIS 1010202 FORM 1 0120 POLICY P-001-000052894-05 NUMBER Renewal af.,P-001-000052894-04 - - Effective Date: 10/17/2022 POLICY Expiration Date: 10/17/2023 PERIOD Bath dates at 12:O1 a.m. at the !Named Insured's address stated herein. AXIS 101 0201 0117 P-001-000052894-05 Page 1 of 4 City of Cupertino-Native Scope-NativeSIGNED Final Audit Report 2023-10-16 Created:2023-10-16 By:Andy Schramm (AndyS@Cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAMOK-9gszPl6vJ6YUe6Qe6nnQ6tyhB1jm "City of Cupertino-Native Scope-NativeSIGNED" History Document created by Andy Schramm (AndyS@Cupertino.org) 2023-10-16 - 6:37:55 PM GMT Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-10-16 - 6:44:38 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-10-16 - 6:50:45 PM GMT - Time Source: server Document emailed to Chris Jensen (christopherj@cupertino.org) for signature 2023-10-16 - 6:50:48 PM GMT Email viewed by Chris Jensen (christopherj@cupertino.org) 2023-10-16 - 6:54:09 PM GMT Signer Chris Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2023-10-16 - 8:22:50 PM GMT Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-10-16 - 8:22:52 PM GMT - Time Source: server Document emailed to Pamela Wu (PamelaW@cupertino.org) for signature 2023-10-16 - 8:22:58 PM GMT Email viewed by Pamela Wu (PamelaW@cupertino.org) 2023-10-16 - 8:56:01 PM GMT Document e-signed by Pamela Wu (PamelaW@cupertino.org) Signature Date: 2023-10-16 - 8:56:13 PM GMT - Time Source: server Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-10-16 - 8:56:16 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-10-16 - 9:17:59 PM GMT Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-10-16 - 9:18:08 PM GMT - Time Source: server Agreement completed. 2023-10-16 - 9:18:08 PM GMT