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23-036 Amendment #1 dated 3-21-24 V & A Consulting for Storm Drain Outfall Condition Assessment1 FIRST AMENDMENT TO AGREEMENT 704 BETWEEN THE CITY OF CUPERTINO AND V & A CONSULTING ENGINEERS FOR STORM DRAIN OUTFALL CONDITION ASSESSMENT This First Amendment to Agreement 704 between the City of Cupertino and V & A Consulting Engineers is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and V & A Consulting Engineers, a Corporation (“Contractor”) whose address is 1000 Broadway, Suite 320, Oakland, CA 94607, and is made with reference to the following: RECITALS: A. On May 22, 2023 Agreement 704 (“Agreement”) was entered into by and between City and Contractor for Storm Drain Outfall Condition Assessment, with a term expiring on June 30, 2024. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: 3.1 Term. This Agreement begins on the Effective Date and ends on August 30, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by August 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. 2. 4.1 Maximum Compensation. City will pay Consultant 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 $142,942.00 (“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 Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date V & A CONSULTING ENGINEERS By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2023-491 $132,400 Amendment 1 Extend term, increase amount $10,542 Total $142,942 Kim Costa Project Controls Principal Mar 20, 2024 Christopher D. Jensen Director of Public Works Mar 21, 2024 Mar 21, 2024 VCO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/18/2024 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 endors ement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AON RISK SERVICES SOUTH INC 3550 LENOX ROAD NORTHEAST SUITE 1700 ATLANTA GA 30326 CONTACT NAME: Aon Risk Services, Inc of Florida PHONE (A/C, No, Ext): 833-506-1544 FAX (A/C, No): EMAIL ADDRESS: work.comp@trinet.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : ACE American Insurance Company 22667 INSURED TriNet Group, Inc. L/C/F V&A Consulting Engineers Inc 1 Park Place, Suite 600 Dublin, CA 94568-7983 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 15675952 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA MED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION $ A WORKERS COMPENSATION Y / N N AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X WLR_C52727212 07/01/2023 07/01/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Waiver of subrogation in favor of City of Cupertino, and its City Council, officers, officials, employees, agents, servants a nd volunteers as respects of job performed by V&A Consulting Engineers Inc as required by written contract. A 30 day notice of cancellation is endorsed to the policy for the City of Cupertino. Workers Compensation coverage is limited to worksite employees of V&A Consulting Engineers Inc through a co-employment agreement with TriNet HR III, Inc.. Project: 23-0026 CALIF- City of Cupertino Storm Drain Outfall Condition Assessment CERTIFICATE HOLDER CANCELLATION City of Cupertino Attn: Jimmy Tan, P.E. 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. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group, Inc. L/C/F V&A Consulting Engineers Inc 1 Park Place, Suite 600 Dublin, CA 94568-7983 Endorsement Number Policy Number Symbol: WLR Number: C52727212 Policy Period 07/01/2023 TO 07/01/2024 Effective Date of Endorsement 07/01/2023 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: City of Cupertino, and its City Council, officers, officials, employees, agents, servants and volunteers Attn: Jimmy Tan, P.E. 10300 Torre Avenue Cupertino, CA 95014 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: Project: 23-0026 CALIF- City of Cupertino Storm Drain Outfall Condition Assessment 3. Premium: The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: INCLUDED ___________________________________ Authorized Representative WC 90 03 75 (05/18) Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group, Inc. L/C/F V&A Consulting Engineers Inc 1 Park Place, Suite 600 Dublin, CA 94568-7983 Endorsement Number Policy Number Symbol: WLR Number:C52727212 Policy Period 07/01/2023TO 07/01/2024 Effective Date of Endorsement 07/01/2023 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below (the “Schedule”). You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. C. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. D. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. E. We may arrange with your representative to send such notice in the event of any such cancellation. F. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physical address of the persons or organizations listed in the Schedule. G. This endorsement does not apply in the event that you cancel the Policy. SCHEDULE Name of Certificate Holder E-Mail Address Physical Address City of Cupertino Attn: Jimmy Tan, P.E. 10300 Torre Avenue Cupertino, CA 95014 All other terms and conditions of this Policy remain unchanged. This endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, NM, TX and WI. ____________________________________ Authorized Representative WC 99 03 71 (01/11) Page 1 of 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/18/2024 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Maurice Thornton 510-272-1476 CertsDesignPro@AssuredPartners.com License#:6003745 XL Speciality Insurance Company 37885 V&ACONS-02 Sentinel Insurance Company 11000V&A Consulting Engineers,Inc. 1000 Broadway,Suite 320 Oakland CA 94607 Trumbull Insurance Company 27120 1463760654 B X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X X Y Y 84SBWBF2643 9/8/2023 9/8/2024 4,000,000 C 1,000,000 X X X Y Y 84UEGAA1983 9/8/2023 9/8/2024 B X X 4,000,000Y84SBWBF26439/8/2023Y 9/8/2024 4,000,000 X 10,000 A Professional Liab &Poll.Liab Claims Made Form N Y DPR5018114 9/8/2023 9/8/2024 Per Claim Aggregate Limit Retro Date:07/26/79 $5,000,000 $5,000,000 Umbrella Liability policy is follow-form to its underlying Policies:General Liability/Auto Liability/Employers Liability. Re:23-0026+5,City of Cupertino Storm Drain Outfall Condition Assessment. City of Cupertino,its City Council,officers,officials,employees,agents,servants,and volunteers are named as an additional insured as respects general liability as required per written contract.General Liability is Primary/Non-Contributory per policy form wording.Auto Liability is Primary per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Day Notice of Cancellation City of Cupertino Attn:Jimmy Tan,P.E. 10300 Torre Avenue Cupertino CA 95014 LDD 050 1116 Page 1 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY – ARCHITECTS, CONSULTANTS AND ENGINEERS THIS IS A “CLAIMS-MADE AND REPORTED” POLICY. THIS POLICY REQUIRES THAT A CLAIM BE MADE AGAINST THE INSURED DURING A POLICY YEAR AND REPORTED TO THE COMPANY, IN WRITING, DURING THAT POLICY YEAR OR AUTOMATIC EXT ENDED REPORTING PERIOD. CERTAIN ST AT ES MANDATE SPECIFIC WARNINGS, EXCEPTIONS OR CONDITIONS MODIFYING THE TERMS AN D CONDITIONS OF THIS POLICY. PLEASE READ THIS POLICY CAR EFULLY, INCLUDING THE DECLARATIONS AND ALL ENDORSEMENTS. THIS POLICY CONTAINS PROVISIONS THAT LIMIT THE AMOUNT OF CLAIM EXPENSES THE COMP AN Y IS RESPONSIBLE TO PAY IN CONNECT IO N WITH CLAIMS. CLAIM EXPENSES SHALL BE SUBJECT TO AN Y AP PLICABLE DEDUCTIBLE AMOUNT . THE PAYMENT OF CLAIM EXPENSES WILL REDUCE THE LIMITS OF LIABILIT Y STATED IN IT EM 3. OF THE DECLARATIONS. In consideration of the payment of the Policy Prem ium stated in Item 5. of the Declarations, and in reliance upon the statements contained in the Application and any other supplemental materials and information subm itte d to the Com pany with respect to this Policy, and subject to all the terms and conditions of this Policy, the Company agrees with the NAMED INSURED as follows: I.INSURING AGREEMENTS A.Professional Liability The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that th e INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S)first made against th e INSURED during a POLICY YEAR and first reported to the Com pany, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR, p rovided that: 1.The CLAIM(S)arises out of a WRONGFUL ACT ; 2.Such WRONGFUL ACT was comm itte d or alleged to have been comm itted on or after th e applicable Retroactive Date(s) stated in Item 6. of the Declarations; and 3.Prior to the ANNIVERSARY DATE stated in Item 7. of th e Declarations, none of th e INSURED’S directors, officers, principals, partners or in surance managers knew or should have known that such WRONGFUL ACT might give rise to a CLAIM(S). B.Contractors Pollution Legal Liability The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that th e INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S)first made against th e INSURED during a POLICY YEAR and first reported to the Com pany, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR, p rovided that: 1.The CLAIM(S)is for POLLUTION CONDITIONS arising out of the performance of CONTRACTING SERVICES re ndered by or on behalf of the INSURED; 2.The CONTRACTING SER VICES out of which the POLLUTION COND ITIO NS arise were performed on or after to the applicable Retroactive Date(s) stated in Item 6. of the Declarations; and Policy #DPR5018114 LDD 050 1116 Page 2 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. 3.Prior to the ANNIVERSARY DATE stated in Item 7. of th e Declarations, none of th e INSURED’S directors, officers, principals, partners or in surance managers knew or should have known that such POLLUT IO N CONDITIONS might give rise to a CLAIM(S). C.Network Security Liability The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that th e INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S)first made against th e INSURED during a POLICY YEAR and first reported to the Com pany, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR, p rovided that: 1.The CLAIM(S)arises out of a NETWORK SECURITY COMPROMISE that either: a.Causes a NETWORK BREACH; or b.Prevents a third party that is authorized to do so from gaining access to a NETWORK; 2.The NETWORK SECURITY COMPROMISE was comm itted or alleged to have been comm itted on or after the Retroactive Date(s) stated in Item 6. of the Declarations; and 3.Prior to the ANNIVERSARY DATE stated in Item 7. of th e Declarations, none of th e INSURED’S directors, officers, principals, partners or in surance managers knew or should have known that such NETWORK SECURITY COMPROMISE might give rise to a CLAIM(S). II.SUPPLEMENTARY PAYMENTS All payments made under this section are not subject to the Deductible and are in addition to th e Polic y Lim its of Liability. A.No Cost Loss Prevention Assistance If the INSURED re ports a CIRCUMSTANCE during a POLICY YEAR in accordance with Sec tio n X.Notice, Paragraph C., any costs or expenses the Company in curs as a result of investigating or monitoring such CIRCUMST ANCE will be paid for by the Company until such time a CLAIM(S) arising out of the re ported CIRCUMSTANCE is made against the INSURED. The dec ision to incur any costs or expenses to monitor or investigate a CIRCUMSTANCE shall be at the sole discretion of the Company. B.Defendant Reimbursement The Company shall re im burse the INSURED,upon written request, for actual loss of earnings and reasonable expenses incurred for the INSUR ED’S attendance at any mediation or arbitration proceedings, hearings, depositions and trials re la tive to the defense of a CLAIM(S). The Company shall pay up to $500 per day in the aggregate for all INSUREDS,subject to a maximum of $25,000 for all CLAIMS made against INSUREDS and reported to the Company during each POLICY YEAR . C.Crisis Event and Reputation Management Coverage With the Company’s prior consent, the Company shall reimburse th e NAMED INSURED for CRISIS EVENT EXPENSES paid in response to a CRISIS EVENT first occurring and reported to the Company during the POLICY YEAR, subject to a maxim um of $30,000 per POLICY YEAR regardless of the number of CRISIS EVENTS. LDD 050 1116 Page 3 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. D.Disciplinary, Regulatory or Administrative Expense Reimbursement The Company shall reimburse the INSURED, upon written request, for reasonable legal fees and expenses incurred by the INSURED in responding to any federal, state, or local disciplinary, regu latory or administrative action commenced directly against the INSURED and reported to the Company, in writing, during a POLICY YEAR, provided tha t the action arises out of a WRONGFUL ACT comm itted or alleged to have been committed on or after the Retroactive Date(s) stated in Item 6. of the Declarations. The maximum the Company will pay pursuant to this Supplementary Payment provision is $50,000 for all such ac tio ns commenced against INSUREDS and reported to the Company during each POLICY YEAR . The Company will not pay any other amounts under this provision for such actions, including but not limited to DAMAGES, fines, taxes and penalties. III.DEFINITIONS A.AN NIVERSARY DATE means the date upon which continuous coverage commenced under th is or an equivalent architects and engineers errors and om issions policy between the NAMED INSURED and the Company. B.CIRCUMSTANCE means an event or occurrence from wh ich the INSUR ED reasonably expects that a CLAIMS(S)could be made. C.CLAIM means a demand received by the INSURED fo r money or se rvic es and that alleges one or more of the following: 1.A WRONGFUL ACT arising from the performance of PRO FESSIONAL SERVICES; 2.POLLUT IO N CONDITIONS arising from the performance of CONTRACTING SERVICES; or 3.A NETWORK SECURITY COMPROMISE. A demand can take the form of, but is not limited to, lawsuits, petitions, arbitration demands, mediation requests or other alternative dispute resolution requests served on the INSURED. D.CLAIM EXPENSES means: 1.Legal fees and e xp enses incurred by the Company for the investigation, defense and appeal of a CLAIM(S) by attorney(s) retained by the Company; or 2.All other fees, costs or expenses re sulting from the in vestigation, adjustment, defense and appeal of such CLAIM(S) by the Company, or by the INSURED with the prior, written consent of the Company. CLAIM EXPENSES does not in clude sala ries of, charges of, or expenses in curred by regular employees or officials of the Company, or fees and expenses of supervisory counsel or independent adjusters retained by th e Company. In addition, the time and expense in curred by the INSURED in resolving a CLAIM(S) including but not lim ite d to the costs of the IN SURED’S in - house counsel, are not CLAIM EXPENSES. E.CLEANUP COSTS means costs, charges and expenses incurred in the investigation, removal or neutralization of POLLUTION CONDITIONS, provided that such POLLUT ION CONDITIO NS arise out of the performance of PROFESSIONAL SERVICES or CONTRACT ING SERVICES by or on behalf of the INSURED. F.CONTRACT IN G SERVICES means the performance of construction or remediation activities, or those ac tivities specifically defined by endorsement to this Policy. LDD 050 1116 Page 4 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. G.CONTRACTUAL RISK MAN AGEMENT PRACT IC ES means that the IN SURED entered into a written agreement to provide PROFESSIONAL SERVICES that was signed and dated by all parties to the agreement prior to the date of any CLAIM(S)or CIRCUMSTANCES(S) arising out of the IN SURED’S performance of the PR OFESSIONAL SERVICES, and that satisfied at least three (3) of the following conditions: 1.The written agreement contains a Limita tion of Liability provision that limits the INSUR ED’S liability for DAMAGES and/or CLAIM EXPENSES to less than $500,000 or the am ount remaining of the POLICY YEAR Aggregate Limit of Liability, whichever is less; 2.The written agreement contains a waiver of the IN SURED’S liabilit y for consequential damages; 3.The written agreement contains a dispute re solution provis io n that requires any disputes between the parties to the agreement be su bm itte d to mediation as the first method for resolution; 4.The INSURED can document that either: a.It entered into a fully executed and dated written agreement with each of its subconsultants prior to the subconsultants performance of PROFESSIONAL SERVICES; or b.Its subconsultants had both Professional Liability and Gene ral Liability coverage in effect prior to the subconsultant’s performance of PROFESSIONAL SERVICES. H.CRISIS EVENT means any WRONGFUL ACT that the NAMED INSURED reasonably believes will have a material adverse effect upon the NAMED IN SURED’S professional reputation. I.CRISIS EVENT EXPENSE S means reasonable fees, costs, and expenses paid by the NAMED INSURED with the Company’s prior written approval fo r consulting servic es provided by a public relations firm to the NAMED INSURED in response to a CRISIS EVENT . J.DAMAGES means a monetary judgment, award or settlement of com pensatory damages, including associated pre-judgment and/or post-judgment interest. DAMAGES in cludes CLEAN- UP COST S and, where allowable by law, DAMAGES also includes punitive , exemplary or multiplied damages. DAMAGES shall also include the INSURED’S le gal obligation to reimburse any person or entity for their reasonable defense costs, but only to the extent caused by an actual negligent act, error or omission in the performance of PROFESSIONAL SERVICES to which this Policy applies, and only if such defense costs are awarded by a court or arbitrator of competent jurisdiction. DAMAGES does not in clude fines, taxes, statutory or adm inistrative penalties, injunctive or equitable relief, the return or reduction of fees, or charges for se rvic es rendered or exp enses incurred by the INSURED fo r redesign, changes, additions or remedies necessitated by a CLAIM(S). The tim e and expense incurred by the INSUR ED in resolving a CLAIM(S) are not DAMAGES. However, DAMAGES does inc lude fines, taxes and penalties assessed against a third party for which the INSURED is legally liable. K. DATA BREACH means the unauthorized taking, acquis ition, obtaining, use or disclosure of information on a NETWORK. DATA BREACH does not include the unauthorized tak ing, acquisition, obtaining, use or disclosure of PERSONALLY IDENTIFIABLE INFORMAT IO N. LDD 050 1116 Page 5 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. L.INSURED means the NAMED INSURED, any PREDECESSOR FIRM and: 1.A current, former or retired partner, principal, director, officer or employee of a NAMED INSURED or PR EDECESSOR FIRM, including any individual working temporarily on behalf of and under the direct supervision and control of the NAMED INSURED, but only for PROFESSIONAL SERVICES,or CONTRACTING SERVICES within the scope of their duties for the NAMED INSURED or PRED ECESSOR FIRM; 2.Estates, heirs,legal representative and assigns of any deceased individual described in Paragraph L., Sub -paragraph 1. above, but only to the exte nt of the deceased individual’s rights and duties under this Policy. No coverage is afforded under th is Policy for any CLAIM(S)arising from the performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES by an INSURED’S estate, heir, legal representative or assign; 3.Spouses and legally recognized domestic partners of an INSURED, but solely for a CLAIM(S) arising out of their status as such, and seeking an award of damages from marital community property, jointly held property or property transferred from an INSURED to the spouse or legally recognized domestic partner. No coverage is afforded under th is Policy fo r any CLAIM(S)arising from the performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES by an INSURED’S spouse or legally recognized domestic partner; 4.With respect to In su ring Ag reement A. Professional Liability, any NAMED IN SURED with respect to its participation in a legal entity, including a joint venture, but solely for the NAMED INSURED’S legal liability for the performance of PROFESSIONAL SER VICES by the respective legal entity or joint venture. INSURED does not include the legal entity itself, th e joint venture itself or any other entity that is part of the legal entity or joint venture; 5.With respect to In suring Ag reement B. Contractors Pollution Legal Liability, any NAMED INSURED with respect to its participation in a legal entity, including a joint venture, but solely for the NAMED INSURED’S legal liability for its performance of CONTRACTING SERVICES. INSURED does not include the legal entity itself, the joint venture itself or any other entity that is part of the legal entity or joint venture; 6.With respect to In suring Agreement B. Contractors Pollution Legal Liability, any person or organization that the NAMED INSURED is required in a written agreement to include as an INSURED under this Policy, but solely to extent that the NAMED INSURED’S liability arises out of CONTRACT IN G SERVICES rendered by or on behalf of the INSURED; a nd 7.An y entity that th e NAMED IN SURED newly acquires or forms, other th an a partnership, joint venture or limited l iab il ity company, and over which the NAMED IN SURED maintains ownership or majority interest, provided th ere is no other sim ilar in surance available to tha t entity; however: a.Coverage under this provision is afforded only until the ninetieth (90th) day after th e NAMED INSURED acquires or forms the entity or the end of the POLICY PERIOD, whichever is earlier; b.Insuring Agreement A. Professional Liability does not apply to PROFESSIONAL SERVICES rendered or that should have been rendered before the NAMED INSUR ED acquired or formed the entity; and c.Insuring Agreement B. Contractors Pollution Legal Liability does not apply to any POLLUT IO N CONDITIONS that occurred before the NAMED IN SURED acquired or formed the entity. M.MALICIOUS CODE means any unauthorized, corrupting or harmful virus, Trojan Horse, wo rm , logic bomb or other similar software program , code or script designed to in sert itself onto a computer disk or into computer memory and m igrate from one computer to another. LDD 050 1116 Page 6 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. N.MED IAT IO N means the non-binding process in which a qualified, professional mediator, mutually agreed upon by the parties to a CLAIM(S) and with the prior consent of the Company, intercedes to help the parties reach an agreement to resolve the CLAIM(S). O.NAMED IN SURED means the individual, partnership, trust, corporation or other entity stated in Item 1. of the Declarations. P.NETWORK means a connected system of compu ting hardware, software, firmware and associated electronic components under the ownership, operation or control of, or leased by, an INSURED. Q.NETWORK BREACH means: 1.The alleged or actual UNAUTHORIZED ACCESS to a NETWORK that results in: a.The destruction, deletion or corruption of electronic data on a NETWORK; b.A DATA BREACH from a NETWORK; c.Denial of service attacks against Internet sites or computers; or d.PERSONAL INJURY; or 2.Transm ission of MALICIOUS CODE from a NETWORK to th ird-party computers. A series of continuing NETWORK BREACHES or related, repeated or sim ila r NETWORK BREACHES shall be considered a single NETWORK BREACH and be deemed to have occurred at the time of the first such NETWORK BREACH. R.NETWORK SECU RITY COMPROMISE means an ac tual or alleged negligent act, error or om ission by the INSURED in m anaging the security of a NETWORK. S.PERSONAL INJURY means injury arising out of false arrest, detention or imprisonment; wrongful entry, eviction or other invasio n of a right of occupancy; any libel, slander, utterance, electronic distribution or other publication in violation of a right of privacy; malicious prosecution; or the unintentional infringement of copyright or patent. T.PERSONALLY IDENT IF IABLE IN FORMATION means in fo rm ation, whether printed or digital, encrypted or unencrypted, in an INSURED’S or outsourced provider’s care, custody or control, that singularly or in combination can uniquely id entify an individual, in cluding but not lim ited to such information as name, social security number, address, birth date, physical characteristics, IP address, biometric record, unique mobile device ide ntifier, geo-location data, mobile telephone number, email address, user name, te xt message or email, call log, contacts and address book entries, financial or payment in formation, health or medical in formation, photos or videos or internet browsing history and non-public personal information as defined by th e Gramm -Leach- Bliley Ac t; provided, however, PERSONALLY ID ENTIFIABLE IN FORMATION does not in clude information that is lawfully available to the general public. U.POLICY PERIOD means the period from the Effective Date of this Policy to th e Expiration Date as stated in Item 2. of the Declarations or its earlier term ination date, if any. POLICY PERIOD does not include the Automatic Extended Reporting Period. If the length of the POL IC Y PERIOD is th e same as the POLICY YEAR, th e terms PO LICY PERIOD and POLICY YEAR are used interchangeably herein. LDD 050 1116 Page 7 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. V.POLICY YEAR means each consecutive twelve (12) months of the POL IC Y PERIOD beginning on the Effective Date shown in Item 2. of the Declarations. However, if a POLICY YEAR within a POLICY PERIOD is modified by an endorsement, then that modified year will be deemed a POLICY YEAR for the purpose of determining the Aggregate Limit of Liability and any Aggregate Deductible. W.POLLUT IO N CONDITIONS means the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chem ic als, liquids or gases, waste materials or other irritants, contam in ants or pollutants into or upon land, the atmosphere or any watercourse or body of water. X.PREDECESSOR FIRM means any firm that has been dissolved or has ceased to perform PROFESSIONAL SER VICES or CONTRACTING SERVICES prior to the Effective Date of this Policy as shown in the Declarations, and in which the NAMED INSURED acquired more than fifty percent (50%) of that firm ’s remaining assets and liabilities. Y.PROFESSIONAL SERVICES means those services perform ed fo r others in th e practice of architecture, engineering, land su rveying, landscape architecture, interior design, construction management and environmental consulting, including: 1.The performance of studies, surveys, assessments, eva lu ations, consultations, inspections, observations, scheduling, sequencing or training; 2.The preparation of reports, opinions, recommendations, permit applications, maps, drawings, designs, models, Building Information Modeling, specifications (including the use of 3-D printing or other computer-assisted design technology to prepare such maps, drawings, designs and specifications), manuals, instructions, change orders or computer programs for designed systems; 3.Construction management, quality control, monitoring, testing or sampling necessary to perform any of the services listed above; 4.The supplying of furnishings as a part of interior design services; 5.Pro-bono se rvices provided to others but only with the knowledge and prior consent of the NAMED IN SURED,and 6.Any services as specifically defined by endorsement to this Policy. Z.UNAUTHORIZED ACCESS means the use of or access to a NETWORK by a person unauthorized by the INSURED to do so, or the authorized use of or access to a NETWORK in a manner not authorized by the INSURED. AA.WRONGFUL ACT means an actual or alleged negligent act, error or om ission in the performance of PROFESSIONAL SERVICES by an IN SURED or any person or entity for whom the INSURED is legally liable. WRONGFUL ACT includes PERSONAL IN JURY arising out of the negligent performance of PROFESSIONAL SERVICES. IV .TERRITORY This Policy applies to any CLAIM(S)made against the INSURED anywhere in the world. However, this Policy shall not apply to any projects or services that would be in violation of the laws of the United Sta tes including but not limite d to, U.S. econom ic or trade sanction laws or export control laws adm inistered by the U.S. Treasury, State and Commerce Departments (e .g. the econom ic and trade sanctio ns adm inistered by the U.S. Treasury Office of Foreign Assets Control). LDD 050 1116 Page 8 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. V.EXCLUSIONS A.This Policy does not apply to: 1.Intentional Damages and Dishonest Acts That part of any CLAIM(S)based upon or arising out of any crim inal, dishonest, in te ntional, fraudulent, malicious, willful or knowingly WRONGFUL ACT, error or omission committed by the INSUR ED,at the INSURED’S direction or with the INSURED’S prior knowledge is not covered under the policy. This exclusion shall not apply to any INSURED who did not personally comm it, personally participate in comm itting, personally acquiesce in, or remain passive after such INSURED knew or should have known of any such crim inal, dishonest, in te ntional, fraudulent, malicious, willful or knowingly WRONGFUL ACTS, errors, or omissio ns. Furthermore, th is exclusion shall not apply to any CLAIM(S)based upon or arising from the INSUREDS unintentional breach of a written agreement to refrain from disclosing confidential or proprietary information during the performance of covered PROFESSIONAL SERVICES or CONTRACTING SERVICES. 2.Ownership Interest That part of any CLAIM(S) against an INSURED by: a.An entity in which th e IN SURED maintains a cumulative ownership in te rest of fifty percent (50%) or greater; b.An entity that maintains any ownership interest in that INSURED; or c.An entity that is owned by the parent company of both that INSURED and that entity. This exclusion does not apply to any CLAIM(S) made by such entities against the INSUR ED based solely on that entity’s vicarious or im puted liability resulting from the INSURED’S performance of PROFESSIONAL SERVICES, and CONTRACTING SERVICES, or a NETWORK SECURITY COMPROMISE committed or alleged to have been committed by the INSURED. 3.Insured versus Insured Any CLAIM(S) made by any INSURED against any other INSURED. 4.Contractual Liability That part of any CLAIM(S) based upon or arising from liability of the INSURED assumed under any contract or agreement. This exclusion does not apply to liability for DAMAGES arising from a WRONGFUL ACT(S), POLLUT IO N COND ITIO NS, or NETWORK SECURITY COMPROMISE for wh ich th e INSURED would have been liable for in the absence of such contract or agreement. 5.Products Liability That part of any CLAIM(S)based upon or arising out of the sale or distribution of any product developed by the INSURED or by others under license or trade name from the IN SURED for multiple sale or mass distribution, in cluding but not lim ited to computer programs and software. This exclusion does not apply to software designed or modified for an individual client of the INSURED in connection with the INSUREDS rendering of PROFESSIONAL SERVICES for that individual client. LDD 050 1116 Page 9 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. 6.Construction That part of any CLAIM(S)that arises from ac tual construction performed by the INSURED, its agent or its subcontractor, in cluding but not limited to perform ing construction, erection, fabrication, installation, assembly, manufacture, demolition, dism antling, drilling, excavation, dredging, remediation or supplying any materials, parts or equipm ent, except for supplying furnishings as a part of interior design services. This exclusion does not apply to drilling, excavation or other sampling or testing procedures necessary to perform the IN SURED’S PROFESSION AL SERVICES. Fu rthermore, th is exclusion does not apply to Insuring Agreement B. Contractors Pollution Legal Liability. 7.Nuclear Hazard That part of any CLAIM(S)based upon or arising out of th e actual, alleged or threatened exposure to nuclear sou rc e material, nuclear by-product materials, nuclear wa ste activities, nuclear inc id ent or extraordinary nuclear occurrence, as defined in the Atom ic Energy Act of 1954 o r as amended. 8.Employment Practices Liability That part of any CLAIM(S)that is related to the INSURED’S employment obligations, decisions, practices or policies as an employer, including but not limite d to any CLAIM(S) based upon or arising out of ac tual or alleged unlawful discrimination, hum il iation, harassment or misconduct because of age, color, race, sex, creed, national origin, marital status, sexual preference or orientation, religion or disability by the INSURED against the INSURED’S personnel or employment applicants, or based upon or arising under any workers compensation, unemployment compensation or disability benefits law or sim ilar law. 9.As bestos Liability That part of any CLAIM(S)based upon or arising out of the INSURED’S specification of any asbestos-containing materials or products, in any form. This exclusion does not apply to the payment of any CLAIM EXPENSES for any CLAIM(S) based upon or arising out of the INSURED’S specification of any asbestos-containing materials or products. 10.Property Liability That part of any CLAIM(S)based upon or arising out of the INSURED’S ownership, rental, lease, maintenance, operation, use, repair, voluntary or involuntary sale, transfer, exchange, gift, abandonment or condem nation of any real or ta ngible personal property. Tangible personal property in cludes but is not lim ited to automobiles, airc ra ft, watercraft and other kinds of conveyances. 11.Express Warranties and Guarantees That part of any CLAIM(S)based upon or arising out of express warranties and guarantees. This exclusion does not apply to a wa rranty or guarantee by the IN SURED that th e INSURED’S PROFESSIONAL SERVICES are in conform ity with the standard of care applicable to such PROFESSIONAL SER VICES or tha t the IN SURED’S CONTRACTING SERVICES are in conformity with the standards applicable to such CONTRACTING SERVICES. LDD 050 1116 Page 10 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. 12 .Vehicles That part of any CLAIM(S)based upon or arising out of the ownership, maintenance, use, operation, loading or unloading of any automobile, aircraft, unm anned aircraft system (UAS), drone, watercraft or rolling stock. This exclusion does not apply to: a.POLLUT IO N CONDITIONS arising out of th e ownership, maintenance, use, operation, loading or unloading of any automobile, aircraft, unmanned aircraft system (UAS), drone, water craft or rolling stock with in the boundaries of the jobsite(s) where the INSURED is perform ing PROFESSIONAL SERVICES or CONTRACTING SERVICES; b.The transportation of any samples collected by the IN SURED in connection with its performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES;and c.Data collected or otherwise covered wo rk product derived from the assistance of such ve hicles by the INSURED, provided it is in conjunction with a PROFESSIONAL SERVICE. 13.Off-Site Waste Liability That part of any CLAIM(S) based upon or arising out of any waste or materials transported by automobile, aircraft, water or rolling stock beyond the boundaries of the jobsite(s) where the INSURED is perform ing PROFESSIONAL SERVICES or CONTRACT IN G SERVICES. This exclusion does not apply to the transportation of any samples collected by the INSUR ED in connection with its performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES. B.The coverage afforded under Sec tion I. Insuring Agreements, Paragraph C. Network Security Liability does not apply to: 1.That part of any CLAIM(S)based upon or arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the failure to install available software product updates and releases, including security-related software patches, to com puters and other components of a NETWORK. 2.That part of any CLAIM(S)based upon or arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any ac tual or alleged failure or malfunction of electrical or telecommunic atio ns in frastructure or se rvic es, power interruptions, surges, brownouts or blackouts, unless under the INSURED’S operational control. 3.That part of any CLAIM(S)based upon or arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the actual or alleged fire, flood, earthquake, volcanic eruption, e xp losion, lightning, wind, hail, tidal wave, landslide or other act of God. 4.That part of any CLAIM(S)based upon or arising out of, directly or indirectly resultin g from, in consequence of, or in any way in volving th e actual or alleged exis te nc e, em ission or discharge of any elec tromagnetic field, elec tromagnetic radiation or electromagnetism that ac tually or allegedly affects the health, safety or condition of any person or the environment, or that affects the value, marketability, condition or use of any real or personal property. LDD 050 1116 Page 11 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. VI.AU TOMATIC EXTENDED REPORTING PERIOD In the event of non -renewal or cancellation of this insurance for any reason by the INSURED, or if the Company should cancel this Policy or terminate it by refusing to renew, for re asons other than th e INSURED’S non -payment of Prem ium and/or Deductible amount and/or non -compliance with th e terms and conditions of this Policy, the INSURED shall be entitled to a sixty (60) day Automatic Exte nded Reporting Period at no additional prem ium . This Automatic Extended Reporting Pe riod shall apply to any CLAIM(S) first made against th e INSURED during the POLICY PERIOD and reported to the Company, in writing, during the sixty (60) days immediately following the effective date of cancellation or non-renewal. VII.OPT IO NAL EXTENDED REPORTING PERIOD In the event of non -renewal or cancellation of this insurance for any reason by the INSURED, or if the Compan y should cancel this Policy or terminate it by refusing to renew, for re asons other than th e INSURED’S non -payment of Prem ium and/or Deductible amount and/or non -compliance with th e terms and conditions of this Policy, the INSURED: May purchase an Optional Extended Reporting Pe riod of up to three (3) years or as otherwise required by the regulatory guidelines governing this type of insurance. The minimum premium for this Optional Extended Reporting Period will be one hundred percent (100%) of the expiring annual prem iu m for a one (1) year period, one hundred fifty percent (150%) of the expiring annual premium for a two (2) year period, and one hundred eighty-five percent (185%) of the expiring annual premium for a three (3) year period. The first NAMED INSURED must request the purchase of the Optional Extended Reporting Period in writing to the Company with in sixty (60) days following the term ina tion of this Policy and pay th e prem iu m to the Company promptly when due. If purchased, th is extension shall apply to any CLAIM(S)first made against th e INSURED and reported to the Company, in writing, during the Optional Extended Reporting Period. If, however, th is Policy is immediately succeeded by sim ilar claims-made insurance coverage for which the retroactive date is th e same as or earlier than the Retroactive Date shown in Item 6. of the Declarations, the INSURED shall have no right to purchase an Optional Extended Reporting Period. The Optional Extended Reporting Period shall be non -cancelable. Accordingly, at the commencement of the Optional Extended Reporting Period, the entire prem ium sh all be considered fully earned. Sections VI. Autom atic Extended Reporting Period and VII. Optional Extended Reporting Period shall not apply to: 1.Any pending CLAIM(S)or proceedings; 2.Any paid CLAIM(S);or 3.Any CLAIM(S)th at is covered under any subsequent insurance purchased by the INSURED, or that would otherwise be covered under any subsequent in su rance purchased by the INSURED but for a reduction or exhaustion of the limits of liability that would otherwise be applicable to such CLAIM(S). The Limit of Liability applicable to Automatic Exte nded Reporting Pe riod or Optional Extended Reporting Period will be the Limit of Liability rem aining under the term inated policy, or as otherwise required by the regulatory guidelines governing this type of insurance. LDD 050 1116 Page 12 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. The exte nsion of coverage granted hereunder shall be subject to all the terms and conditions of th is Policy and shall only apply to CLAIM(S)arising out of the performance of PROFESSIONAL SERVICES,CONTRACT IN G SERVICES, or due to a NETWORK SECURITY COMPR OMISE,prior to the cancellation or non-renewal of this Policy, and that are otherwise covered by this Policy. VIII.LIMIT OF LIABILITY AND DEDUCT IB LE A.Limit of Liability The Limits of Liability stated in Item 3. of th e Declarations represent the maxim um amount the Company will pay regardless of th e number of IN SURED S, CLAIMS,individuals or entities making a CLAIM(S).The payment of DAMAGES and/or CLAIM EXPENSES will reduce the Limit of Liability available to pay any CLAIM(S). B.Limit of Liability –Each Claim The liability of the Company for the sum of all CLAIM(S) and CLAIM EXPENSES fo r each single, covered CLAIM first made and reported to the Company, in writing, during a POLICY YEAR shall not exceed the amount sta ted in Item 3a. of the Declarations for each CLAIM. This limit applies as excess over any Deductible amount. C.Limit of Liability –Policy Aggregate The liability of the Company for the sum of all DAMAGES and CLAIM EXPENSES for all covered CLAIMS first made and re ported to the Company, in writing, during a POLICY YEAR shall not exceed the amount stated in Item 3b. of th e Declarations as Aggregate. This lim it applies as excess over any Deductible amount. The POLICY YEAR Aggregate Limit of Liability as set forth above may not be combined or transferred, in whole or in part, so as to provide any additional Limit of Liability as respects any CLAIM(S) first made or deemed made during any other POLICY YEAR. If the Limit of Liability as specified above fo r any POLICY YEAR is exhausted, the Company’s obligation to that POLICY YEAR shall be deemed completely fulfilled and extinguished. D.Multiple/Related Claims The in clusion herein of more than one INSURED, the making of a CLAIM(S) by more than one person or entity, or the inc lusion of additional elements or amounts of DAMAGES shall not operate to increase the Company’s Limit of Liability. Unless otherwise specified, the Limit of Liability for each CLAIM, as stated in Item 3a. of the Declarations, is the most th e Company will pay for the sum of all DAMAGES and CLAIM EXPENSES fo r all CLAIMS treated as a single CLAIM. One or more CLAIM(S)arising out of the same or related WRONGFUL ACT(S), POLLUTION CONDITION(S),or NETWORK SECURITY COMPROMISE(S)will be treated as a single CLAIM, regardless of whe n th e earliest CLAIM was first made against an INSURED . This Policy will respond only if the earliest CLAIM arising from such WRONGFUL ACT(S), POLLUTION CONDITION(S),or NETWORK SECU RITY COMPROMISE(S)is first made against th e INSURED during a POLICY YEAR and first reported to the Com pany, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR. LDD 050 1116 Page 13 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. E.Deductible The Com pany shall not be obligated to pay any DAMAGES or CLAIM EXPENSES until the INSURED pays the applicable Deductible amount. The Deductible amount applies separately to each CLAIM,whether this Policy is prim ary or excess. The Company will determ ine the reasonableness of CLAIM EXPENSES that qualify in satisfaction of the Deductible. Unless otherwise specified, the Deductible will apply as follows: 1.The Deductible for each CLAIM,as stated in Item 4a. of th e Declarations, is the most th e INSURED must pay as a Deductible for the sum of all DAMAGES and CLAIM EXPENSES for all CLAIMS treated as a single CLAIM. 2.The Aggregate Deductible, if any, as stated in Item 4b. of the Declarations, is the most the INSURED must pay as a Deductible for the sum of all DAMAGES and CLAIM EXPENSES for all CLAIMS made and reported during each POLICY YEAR. F.Dispute Resolution and Mitigation Deductible Credits 1.Mediation Credit a.In th e event th at a CLAIM(S) is resolved with th e consent of the Company through the use of MEDIATION with in one (1) year following th e date that the CLAIM(S) was first made against th e INSURED, the INSUR ED will be given a credit or reimbursement for seventy-five percent (75%) of the Deductible amount owed or paid by the INSURED, not to exceed a maximum credit or reimbursement of $25,000. b.If any CLAIM(S) is resolved with the consent of the Company through the use of MED IA TION more than one (1) year following the date th at the CLAIM(S) was first made against the INSURED, the INSURED will be give n a credit or reimbursement fo r fifty percent (50%) of the Deductible amount owed or paid by the INSURED, not to exceed a maxim um credit or reimbursement of $25,000. 2.Contractual Risk Management Practices Credit a.In th e event that a CLAIM(S) is resolved with the consent of the Company with in one (1) ye ar following the date that the CLAIM(S) was first made against the INSURED,and the INSURED employed CONTRACTUAL RISK MANAGEMENT PRACTICES prior to the notic e of a CLAIM(S)or CIRCUMSTANCE(S), the INSURED will be given a credit or reimbursement for seventy-five percent (75%) of the Deductible am ount owed or paid by the INSURED, not to exceed a maximum credit or reimbursement of $35,000. b.If any CLAIM(S) is resolved with the consent of the Company more than one (1) year following the date that the CLAIM(S) was first made against the INSURED, and the INSURED employed CONTRACTUAL RISK MANAGEMENT PRACTICES prior to the notic e of a CLAIM(S) or CIRCUMSTANCE(S), the INSURED will be given a credit or reimbursement for fifty percent (50%) of the Deductible amount owed or paid by the INSURED, n ot to e xc eed a maxim um credit or reimbursement of $35,000. The deductible credits/reim bursements provided fo r in Paragraph F., Sub-paragraphs 1. and 2. above, are not cumulative and may not be combined on the same CLAIM. LDD 050 1116 Page 14 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. IX .DEFENSE, SETTLEMENT AND COOPERATION A.With respect to the insurance afforded by this Policy, the Company shall defend any CLAIM(S) against the INSURED that seek DAMAGES to which th is in surance applies, even if any of the allegations are groundless, false or fraudulent. Legal counsel fo r the defense of any CLAIM(S) shall be designated by the Company or, solely at the Company’s option, by the INSURED with the prior approval and written consent of the Company and subject to the Company’s guidelines. It is further agreed that the Company may make such investigation of any CLAIM(S) as it deems expedient, but the Company shall not be obligated to pay DAMAGES, to defend or to continue to defend any CLAIM(S) after the applicable lim its of the Company’s liability have been exhausted by payment of DAMAGES and/or CLAIM EXPENSES. B.The INSURED sh all cooperate with the Company and, upon the Company’s request, shall: subm it to examination and in te rrogation by a representative of the Company, under oath if required; attend hearings, depositions and trials; assist in effecting settlement, securing and giving evid ence and obtaining the attendance of witn esses; and assist in th e conduct of suits, as well as in inve stigation and/or defense all with out charge to the Company, except as otherwise provided in Section II. Supplementary Payments, Paragraph A. Defendant Reim bursement. The INSURED shall further cooperate with the Company and do whatever is necessary to secure any rights of indemnity, contribution or apportionment that the INSURED may have against any other entities. The INSURED shall not, except at its own costs, make any payment, admit any liability, settle any CLAIM(S),assume any obligation or incur any expense without the written consent of the Company. With respect to any dispute resolution mechanisms agreed to by the INSURED in a written contract or agreement executed prior to a CLAIM(S),the INSUR ED shall not assume any obligation under such contract or agreement after a CLAIM(S)is made against it without th e written consent of the Company. However, assum ing such obligation s prior to a CLAIM(S)shall not violate the preceding condition. C.The Company shall not settle any CLAIM(S)without the consent of the IN SURED.If, however, the INSURED refuses to consent to any settlement recommended by the Company and elects to contest the CLAIM(S)or continue legal proceedings in connection with such CLAIM(S)then the Company’s liability for DAMAGES shall not exceed the amount for which the CLAIM(S)could have been settled. In addition, the Company shall be responsible for paying fifty percent (50%) of all CLAIM EXPENSES in curred after the date of such refusal. The INSURED sh all be responsible for paying the remaining fifty percent (50%) of all CLAIM EXPENSES in curred after th e date of such refusal. All such payments by the Company are subject to Section VIII. Limit of Liability and Deductible. D.If any INSURED comm its fraud in proffering any CLAIM(S)with respect to amount or otherwise, this insurance shall become void as to such INSURED from the date such fraudulent CLAIM(S) is proffered. X.NOT IC E A.In th e event of a CLAIM(S)prompt written notice shall be given by or for the INSURED to the Company and shall contain: particulars sufficient to identify th e IN SURED ; reasonably obtainable information with respect to the time, place and circumstances thereof; and the names and addresses of available witnesses. B.If a CLAIM(S) is made against the INSURED, the INSURED shall promptly forward to the Company every demand, notice, summons, order or other process received by the INSURED or the INSURED’S representative. This requirement continues throughout the life of the CLAIM(S). C.If the INSURED becomes aware of a CIRCUMST ANCE(S)to which this Po lic y may apply and provides written notice to the Company during the POLICY PERIOD containing details of: 1.The alleged WRONGFUL ACT(S), POLLUTION CONDITION(S),or NETWORK SECURITY COMPROMISE(S); LDD 050 1116 Page 15 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. 2.The specific nature and extent of the injury or damage that has been sustained; and 3.How the IN SURED first became aware of such CIRCUMSTANCE(S), then any CLAIM(S)that may subsequently be made against the INSURED aris in g out of such reported CIRCUMSTANCE(S)shall be deemed to have been made on the date first written notice of the CIRCUMSTANCE(S)was received by the Company. This right conferred upon the INSURED in this Paragraph shall terminate at the end of the POL IC Y PERIOD and shall not e xist during the Automatic Extended Reporting Period or Optional Extended Reporting Period. XI.OTHER CONDITIONS A.Cancellation This Policy may be canceled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notic e stating when thereafter the cancellation shall be effective. This Policy may be canceled by the Company by mailing to the NAMED IN SURED , at the address stated in Item 1. of the Declarations, written notice stating when, not le ss than thirty (30) days thereafter (or ten (10) days thereafter fo r non-payment of prem iu m), such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or th e effective date and hour of cancellation stated in the notice shall become the end of the POLICY PERIOD . Delivery of such written notice either by the NAMED INSURED or by the Company shall be equivalent to mailing. If this Policy is canceled, earned premium shall be computed in accordance with th e Company’s guidelines with respect to cancellation. Prem ium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned prem ium is not a condition of cancellation. B.Ac tion Against The Company No action may be brought against the Com pany unless, as a condition precedent th ereto, there shall have been full compliance with all of the terms of th is Policy, nor until the amount of th e INSURED’S obligation to pay shall have been finally determined either by judgm ent against th e INSURED in a contested proceeding after final judgment has been rendered and any appeal decided, or by written agreement of the INSURED, the claimant and the Company. No person or organization sha ll have any rig ht under this Po lic y to join the Company as a party to any action against the IN SURED to determ ine the INSURED’S liability, nor shall the INSURED or th e INSURED’S legal representative join the Company in such ac tion. Bankruptcy or in solvency of the INSURED or the INSURED’S estate shall not relieve the Company of any of its obligations hereunder. C.As signment This Policy may not be assigned or transferred without written consent of the Company. D.Subrogation In th e event of any payment under this Policy, the Company shall be subrogated to all the INSURED’S rights of recovery therefor against any person or organization, and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing after a CLAIM(S) to prejudice such rights. However, it is agreed that the Company waives its rights of subrogation under this Policy against clients of the INSU RED as respects any CLAIM(S) arising from PROFESSIONAL SERVICES, or CONTRACTING SERVICES under the client’s contract requiring waiver of subrogation, but only to the exte nt required by written contract. LDD 050 1116 Page 16 of 16 © 2016 X.L. America, Inc. All Rights Reserved. May not be copied without perm ission. E.Changes Notice to any agent or knowledge possessed by any agent or by any other person ac ting on behalf of the Company shall not effect a waive r or a change in any part of this Policy or stop the Company from asserting any rights under the terms of this Policy; nor shall the terms of th is Policy be waived or changed, e xc ept by endorsement issued to form a part of this Policy. F.Sole Agent The NAMED INSURED identified in Item 1. of th e Declarations shall have authority and prim ary responsibility to act on behalf of all IN SUREDS fo r the payment or return of Premium, receipt and acceptance of any endorsement issued to form a part of this Policy, giving and receiving notice of cancellation or non-renewal, the payment of any Deductibles, and the exercise of the rig hts provided in Section VII. Optional Extended Reporting Period. G.Other Insurance This in surance shall be excess of the Deductible and any other valid and collectible insu rance available to th e INSURED, whether such other insurance is stated to be primary, pro rata, contributory, excess, contingent or otherwise, unless such other in surance is written solely and specifically as excess insurance over this Policy. When th is Policy is excess, th e Company will not defend any CLAIM(S) that any other insurer has a duty to defend. If no other insurer defends, the Company has the right but not the duty to do so. If the Company defends, it will be entitled to all of the INSURED’S rights against any other insurers. In addition to the foregoing, unless the Company specifically agree s otherwise, when such other insurance is written solely for a specific project, this Policy shall not attach, and the Company shall have no obligation to pay until the sum of DAMAGES and CLAIM EXPENSES exceeds the amount of the stated Limit of Liability of such other insurance, even if the INSURED’S liability for such DAMAGES and CLAIM EXPENSES is not covered in whole or in part by suc h other insurance for any reason, including but not limited to an exclusion or limitation of coverage or the bankruptcy or insolvency of the specific project insurer. H.Severability Except with respect to the Limits of Liability, as stated in Item 4. of the Declarations, and any rights and duties specifically assigned to the NAMED INSURED identified in Item 1. of th e Declarations, this Policy applies: 1.As if each INSURED were the only IN SURED ; and 2.Separately to each INSURED against whom a CLAIM(S)is made or suit is brought. I.Headings The descriptions in the headings of this Policy are solely for convenience and form no part of the Policy term s and conditions. J.Liberalization If the Company files, with the appropriate regulator, general revisions to the terms and conditions of the Policy form to provide more coverage without an additional premium charge, then th is Policy wil l automatically provide such additional coverage as of the date the filed revision is effective in the state shown in the mailing address of the NAMED INSURED. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 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. COMMERCIAL AUTOMOBILE HA 99 16 12 21 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. 1.BROAD FORM INSURED Paragraph .1.-WHO IS AN INSURED -of Section II -Liability Coverage is amended to add the following: d.Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1)Any legal business entity other than a partnership or joint venture,formed as a subsidiary in which you have an ownership interest of more than 50%on the effective date of the Coverage Form. However,the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured"under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2)Any organization that is acquired or formed by you and over which you maintain majority ownership.However, the Named Insured does not include any newly formed or acquired organization: (a)That is a partnership or joint venture, (b)That is an "insured"under any other policy, (c)That has exhausted its Limit of Insurance under any other policy,or (d)180 days or more after its acquisition or formation by you,unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage"that results from an "accident"that occurred before you formed or acquired the organization. e.Employees as Insureds (1).Any "employee"of yours while using a covered "auto"you don't own,hire or borrow in your business or your personal affairs. f.Lessors as Insureds (1).The lessor of a covered "auto"while the "auto"is leased to you under a written agreement if: (a)The agreement requires you to provide direct primary insurance for the lessor and (b)The "auto"is leased without a driver. Such a leased "auto"will be considered a covered "auto"you own and not a covered "auto"you hire. g.Additional Insured if Required by Contract (1)When you have agreed,in a written contract or written agreement,that a person or organization be added as an additional insured on your business auto policy,such person or organization is an "insured",but 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." The insurance afforded to any such additional insured applies only if the "bodily injury"or "property damage" occurs: (a)During the policy period,and (b)Subsequent to the execution of such written contract,and Form HA 99 16 12 21 Page 1 of 5 ©2021,The Hartford (Includes copyrighted material of Insurance Services Office,Inc.with its permission.) 84UEGAA1983 (c)Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2)How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy,the most we will pay on behalf of such additional insured is the lesser of: (a)The limits of insurance specified in the written contract or written agreement; or (b)The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3)Additional Insureds Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4)Duties in The Event Of Accident,Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy,the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2.- DUTIES IN THE EVENT OF ACCIDENT, CLAIM ,SUIT OR LOSS –OF SECTION IV –BUSINESS AUTO CONDITIONS,in the same manner as the Named Insured. 2.Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g.-Additional Insured If Required by Contract,the following provisions apply: (1)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary,we will share with all that other insurance by the method described in Other Insurance 5.d. (2)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1)and (2)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,by the method described in SECTION IV- Business Auto Conditions,B.General Conditions,Other Insurance 5.d. 3.AUTOS RENTED BY EMPLOYEES Any "auto"hired or rented by your "employee"on your behalf and at your direction will be considered an "auto"you hire. The SECTION IV-Business Auto Conditions,B. General Conditions,5.OTHER INSURANCE Condition is amended by adding the following: e.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. Page 2 of 5 Form HA 99 16 12 21 4.AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5.-FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not apply if you have workers'compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 5.HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos"are covered "autos"for Liability Coverage and if Comprehensive,Specified Causes of Loss,or Collision coverages are provided under this Coverage Form for any "auto" you own,then the Physical Damage Coverages provided are extended to "autos"you hire or borrow,subject to the following limit. The most we will pay for "loss"to any hired "auto" is: (1)$100,000; (2)The actual cash value of the damaged or stolen property at the time of the "loss";or (3)The cost of repairing or replacing the damaged or stolen property, whichever is smallest,minus a deductible.The deductible will be equal to the largest deductible applicable to any owned "auto"for that coverage. No deductible applies to "loss"caused by fire or lightning.Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit,deductible and excess provisions,we will provide coverage equal to the broadest coverage applicable to any covered "auto"you own. We will also cover loss of use of the hired "auto"if it results from an "accident",you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto"you hire or borrow from any of your "employees",partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6.PHYSICAL DAMAGE -ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a.of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7.LOAN/LEASE GAP COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE,in the event of a total "loss"to a covered "auto",we will pay your additional legal obligation for any difference between the actual cash value of the "auto"at the time of the "loss" and the "outstanding balance"of the loan/lease. "Outstanding balance"means the amount you owe on the loan/lease at the time of "loss"less any amounts representing taxes;overdue payments;penalties,interest or charges resulting from overdue payments;additional mileage charges;excess wear and tear charges;lease termination fees;security deposits not returned by the lessor;costs for extended warranties,credit life Insurance,health,accident or disability insurance purchased with the loan or lease;and carry-over balances from previous loans or leases. 8.AIRBAG COVERAGE Under Paragraph B.EXCLUSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE,the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9.ELECTRONIC EQUIPMENT -BROADENED COVERAGE a.The exceptions to Paragraphs B.4 - EXCLUSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c.and 4.d.do not apply to equipment designed to be operated solely by use of the power from the "auto's"electrical system that,at the time of "loss",is: (1)Permanently installed in or upon the covered "auto"; (2)Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above;or (4)Necessary for the normal operation of the covered "auto"or the monitoring of the covered "auto's"operating system. b.Section III,Physical Damage Coverage,Limit of Insurance,Paragraph C.2.is amended to add the following: $1,500 is the most we will pay for "loss"in any one "accident"to all electronic equipment (other than equipment designed solely for the reproduction of sound,and accessories used with such equipment)that reproduces, receives or transmits audio,visual or data signals which,at the time of "loss",is: Form HA 99 16 12 21 Page 3 of 5 (1)Permanently installed in or upon the covered "auto"in a housing,opening or other location that is not normally used by the "auto"manufacturer for the installation of such equipment; (2)Removable from a permanently installed housing unit as described in Paragraph 2.a.above or is an integral part of that equipment;or (3)An integral part of such equipment. c.For each covered "auto",should loss be limited to electronic equipment only,our obligation to pay for,repair,return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations,or $250,whichever deductible is less. 10.EXTRA EXPENSE -BROADENED COVERAGE Under Paragraph A.-COVERAGE -of SECTION III -PHYSICAL DAMAGE COVERAGE,we will pay for the expense of returning a stolen covered "auto"to you. 11.GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D.-DEDUCTIBLE -of SECTION III -PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12.TWO OR MORE DEDUCTIBLES Under Paragraph D.-DEDUCTIBLE -of SECTION III -PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group,Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident",the following applies: (1)If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible,it will be waived; (2)If the deductible under this Business Auto Coverage Form is not the smaller (or smallest)deductible,it will be reduced by the amount of the smaller (or smallest) deductible. 13.AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a.- DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS -of SECTION IV -BUSINESS AUTO CONDITIONS that you must notify us of an "accident"applies only when the "accident"is known to: (1)You,if you are an individual; (2)A partner,if you are a partnership; (3)A member,if you are a limited liability company;or (4)An executive officer or insurance manager,if you are a corporation. 14.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy,we will not deny coverage under this Coverage Form because of such failure. 15.HIRED AUTO -COVERAGE TERRITORY SECTION IV,BUSINESS AUTO CONDITIONS, PARAGRAPH B.GENERAL CONDITIONS,7.- POLICY PERIOD,COVERAGE TERRITORY -is added to include the following: (6)For short-term hired "autos",the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's"responsibility to pay damages for "bodily injury"or "property damage"is determined in a "suit,"the "suit"is brought in the United States of America,the territories and possessions of the United States of America,Puerto Rico or Canada or in a settlement we agree to. 16.WAIVER OF SUBROGATION Paragraph 5.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV -BUSINESS AUTO CONDITIONS A.Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17.RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury"in SECTION V- DEFINITIONS,C.is replaced by the following: "Bodily injury"means bodily injury,sickness or disease sustained by any person,including mental anguish or death resulting from any of these. 18.EXTENDED CANCELLATION CONDITION Paragraph 2.of the COMMON POLICY CONDITIONS -CANCELLATION -applies except as follows: If we cancel for any reason other than nonpayment of premium,we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19.HYBRID,ELECTRIC,OR NATURAL GAS VEHICLE PAYMENT COVERAGE 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 this Coverage Form,then such Physical Damage Coverages are amended as follows: a.If the auto is replaced with a "hybrid"auto or an auto powered solely by electricity or natural gas,we will pay an additional 10%,to a maximum of $2,500,of the "non-hybrid" auto’s actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c.Regardless of the number of autos deemed a total loss,the most we will pay under this Hybrid,Electric,or Natural Gas Vehicle Payment Coverage provision for any one "loss"is $10,000. For the purposes of the coverage provision, a.A "non-hybrid"auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid"auto is defined as an auto with an internal combustion engine and one or more electric motors;and that uses the internal combustion engine and one or more electric motors to move the auto,or the internal combustion engine to charge one or more electric motors,which move the auto. 20.VEHICLE WRAP COVERAGE In the event of a total loss to an "auto"for which Comprehensive,Specified Causes of Loss,or Collision coverages are provided under this Coverage Form,then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto"at the time of total loss.Regardless of the number of autos deemed a total loss,the most we will pay under this Vehicle Wrap Coverage provision for any one "loss"is $5,000.For purposes of this coverage provision,signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A.It is agreed that paragraph (2)of subsections 6.d. and 6.f.of Section C. - WHO IS AN INSURED is replaced by the following: (2)The insurance afforded by paragraph (1)above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.It is agreed that the following paragraphs are added to the end of subsections 1.and 8.of Section F- OPTIONAL ADDITIONAL INSURED COVERAGES;and it is agreed the following paragraphs replace section b.of subsection 9.of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES.These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage"purpose by you, any of your that occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form,rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation,insured under this provision only for that servicing or repair operations,period of time required by the contract,except such operations performedagreement or permit.at the vendor's premises inHowever, no such person or organization is an connection with the sale of theadditional insured under this provision if such product;person or organization is included as an (g)Products which, after distributionadditional insured by an endorsement issued or sale by you, have been labeledby us and made a part of this Coverage Part,or relabeled or used as aincluding all persons or organizations added container, part or ingredient of anyas additional insureds under the specific other thing or substance by or foradditional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "propertya. Vendors damage" arising out of the soleAny person(s) or organization(s) (referred to negligence of the vendor for itsbelow as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone elseout of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained inprovides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement.or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from(b)Any express warranty whom you lease equipment; but onlyunauthorized by you;with respect to their liability for "bodily(c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (2) e. Permits Issued By State Or PoliticalWith respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but"occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage"leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization whoconstruction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury",organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those actingonly with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premisesyour behalf:owned by or rented to you; or (a)In connection with your premises;(c)In connection with "your work" andorincluded within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions,"Bodily injury", "property damage" orreports, surveys, field orders, "personal and advertising injury"change orders, designs or arising out of the rendering of, or thedrawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained by any one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To YouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc.Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits". the owner.2. Aggregate Limits In the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" and You Limit applies to all damage proximately"property damage" included in the caused by the same event, whether such"products-completed operations hazard" is damage results from fire, lightning or explosionthe Products-Completed Operations or any combination of these.Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person orb.Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations. permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in theowned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records andapplicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; andseparately to each consecutive annual period and to (4)Assist us, upon our request, in theany remaining period of less than 12 months, starting enforcement of any right against anywith the beginning of the policy period shown in the person or organization that may beDeclarations, unless the policy period is extended liable to the insured because of injuryafter issuance for an additional period of less than 12 or damage to which this insurancemonths. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an2. Duties In The Event Of Occurrence, additional insured, such additional insuredOffense, Claim Or Suit must submit such claim or "suit" to thea. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply toit that we are notified as soon as the extent that you have agreed in apracticable of an "occurrence" or an written contract, written agreement oroffense which may result in a claim. To permit that this insurance is primary andthe extent possible, notice should include:non-contributory with the additional(1)How, when and where the "occurrence"insured's own insurance.or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to(3)The nature and location of any injury any additional insured only when suchor damage arising out of the "occurrence", offense, claim or "suit" is"occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additionalinsured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additionalclaim or "suit" and the date received;insured is a limited liability company;and (4)Any "executive officer" or insurance(2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additionalclaim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if youInsuredor an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury"Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To Youdamages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages.6. Representations (5) Property Damage To Borroweda. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or(1)The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self-added as an additional insured by that insured amounts under all that otherinsurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permitsadditional insured under this Coverage contribution by equal shares, we will followPart:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all orcontract, written agreement or part of any payment, includingpermit that this insurance is Supplementary Payments, we have madeprimary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must doinsurance, this insurance is nothing after loss to impair them. At ourprimary and we will not seek request, the insured will bring "suit" orcontribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave no duty under this Coverage Part to organization for all or part of any payment,defend the insured against any "suit" if any including Supplementary Payments, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no other also waive that right, provided the insuredinsurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract,rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 3ROLF\84SBWBF2643 Policy#: 84SBWBF2643 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proofofnotice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Policy No. 84UEGAA1983 This endorsement, effective 12:01 a.m., 09/08/2023 forms a part of Policy No. DPR5018114 Issued to V & A Consulting Engineers by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF POLICY CANCELLATION – BLANKET NOTICE TO DESIGNATED ENTITIES This endorsement modifies insurance provided under the following: PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY – ARCHITECTS, CONSULTANTS AND ENGINEERS Section XI. OTHER CONDITIONS, Paragraph A. Cancellation is amended by the addition of the following: In the event that the Company cancels or non-renews this Policy during the POLICY PERIOD, the Company agrees to provide thirty (30) days’ prior written notice of cancellation or non-renewal of this Policy to any entity with whom the NAMED INSURED agreed in a written contract or agreement would be provided with notice of cancellation or non-renewal of this Policy, provided that: 1.The Company receives, at least thirty (30) days prior to the date of cancellation or non-renewal, a written request from the NAMED INSURED to provide notice of cancellation to entities designated by the NAMED INSURED to receive such notice; and 2.The written request includes the name, address and email of each person or entity designated by the NAMED INSURED to receive such notice. The Company will assume that the list provided to the company by the NAMED INSURED is a complete and accurate list. This endorsement does not apply to non-renewal of the Policy at the end of the POLICY PERIOD or cancellation of the Policy for non-payment of premium to a premium finance company authorized to cancel the Policy. Furthermore, nothing contained in this endorsement shall be construed to provide any rights under the Policy to the entities receiving notice of cancellation pursuant to this endorsement, nor shall this endorsement amend or alter the effective date of cancellation stated in the cancellation notice issued to the NAMED INSURED. All other terms and conditions of the Policy remain unchanged. LDD 465 0620 Page 1 of 1 © 2020 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Storm Drain Outfall Condition Assessment 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 V & A Consulting Engineers (“Contractor”), a Corporation for Storm Drain Outfall Condition Assessment, 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 $132,400.00 (“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 Storm Drain Outfall Condition Assessment Page 2 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. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Storm Drain Outfall Condition Assessment Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 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 Storm Drain Outfall Condition Assessment 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 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. 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 Storm Drain Outfall Condition Assessment 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. Storm Drain Outfall Condition Assessment 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 Jimmy Tan 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 Noy Phannavong 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 Storm Drain Outfall Condition Assessment 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 written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 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 Storm Drain Outfall Condition Assessment 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: Jimmy Tan Email: JimmyT@cupertino.org To Contractor: V & A Consulting Engineers 1000 Broadway, Stuie 320 Oakland CA 94607 Attention: Noy Phannavong Email: nphannavong@vaengineering.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 Kim Costa Kim Costa Controller May 19, 2023 Chad Mosley Interim Director of Public Works May 21, 2023 Storm Drain Outfall Condition Assessment 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 May 22, 2023 1000 Broadway 510.903.6600 Tel Suite 320 510.903.6601 Fax Oakland, CA 94607 vaengineering.com V&A Project No. 23-0026 March 30, 2023 Jimmy Tan , P.E. Assistant Director of Public Works – Operations 10300 Torre Avenue Cupertino, CA 95014 Subject: City of Cupertin o, Storm Dra in Outfall Condition Assessment Exhibit A – Scope of Work Dear Mr. Tan: We are pleased to have the opportunity to assi st the City of Cupert ino (City) with this Storm Drain Outfall Condition Assessment Project (Proje ct). Information obtained from the condition assessment will allow the City to prioritize necessary improvements for the outfall pipes and structures. The City’s storm drain system is comprised of a network of storm drain pipes and structures that collect and d ischarge urban runoff into various creeks and storm drain channels that run through the City. The major creeks that convey storm water runoff through the City are Calabazas Creek, Stevens Creek, Regnart Creek, Saratoga Creek, and a small portion of Permane nte Creek. The City maintains approximately 174 “outfall” pipes that convey storm water flow from an upstream storm drain structure to one of the creeks within its boundaries. There is typically an outfall structure at the creek/channel discharge location . The creeks and channels are managed by the Santa Clara Valley Water District (Valley Water). There are approximately 17,051 feet of outfall pipes across the 174 segments that need to be assessed. The diameter of the outfall pipes ranges from 6 -inch to 72 -inch, with more than 2/3rd of the pipes falling in the 12 -inch to 36 -inch diameter range. There are 39 segments totaling approximately 3,892 feet that have unknown sizes. The sizes and other attributes (pipe material, rim -to-invert, etc.) of these pipes w ill be documented as part of this project. The objective of the project is to assess the segments of storm drain pipes from the creeks/channels up to the nearest upstream catch basin or storm drain structure. In addition, the project will also visually document the condition and attributes of the outfall structures and upstream storm structures associated with the outfall pipe s. V&A Consulting Engineers (V&A) has teamed up with Presidio Systems Inc. (Presidio) to assist the City with this important project. Per your request, the following is our proposal and detailed scope of work for the subject services: Scope of Work Task | Description 1.Project Management and Coordination : Track and execute the project in accordance with the schedule, budget , and quality expectations that are established. The project duration is assumed to be 5 months . This task includes the following project mana gement work activities: a.Monitor project progress, including work completed, work remaining, budget expended, schedule, estimated cost of work remaining , and estimated cost at completion; manage activities within the total project budget. Exhibit A | Project No. 23-0026 | 2 b. Monitor project ac tivities for potential changes and anticipate changes whenever possible; with approval, modify project tasks, task budgets , and approach to keep the overall project within budget and on schedule. c. Manage the quality of all work activities and project delive rables. d. Meetings: Attend virtual meetings up to 17 hours (including preparation and minutes ). Time spent over 17 hours will be invoiced on a time and materials basis at the rates shown on the resource allocation estimate in Exhibit C. V&A will prepare for these meetings accordingly and will be available to provide materials relevant to the topics presented. Anticipated meetings include: i. Project k ickoff m eeting ii. Progress meetings (monthly or as -needed ) iii. Project coordinati on meetings (field work plan and report review meetings) 2. Condition Assessment of Storm Drain Outfalls : a. Document Review: Review the latest Storm Drain Master Plan, GIS information , and storm drain maps for the storm drain outfall pipes and structures to determine the requirements for the field assessmen t , such as determining the access locations, staging of equipment, and coordinating access . b. Field Work Plan : V&A will submit a draft field work plan for review and will facilitate a meeting with City staff to review comments. The team will incorporate the City’s comments and submit a final field work plan for City approval prior to starting work. The work plan will con sist of the following: i. Methods and stra tegy to be used to collect data. ii. A list of storm dr ain outfalls to be assessed. The list will be organized by geographic area and access requirements, including sites that require coordination with Valley Water for access to some of the creeks . iii. Condition rating criteria for pipes and structures. This will be a combination of VANDA Concret e and Metal condi tion ratings for structures and NASSCO PACP for pipes. iv. G eneral health and safety requirements. c. Fiel d Assessment : Perform condition assessment of storm water out fall structure and associated storm water pipes. V&A will provide two field en gineers for up to 10 days and retain a closed circuit television (CCTV) contractor for up to 10 days to complete t he field assessment s, whi ch will include the following : i. Capture structure and pipe attributes : 1) X, Y, and Z coordinates of the storm str uctures 2) Type and material of structure 3) Size , material, and depth of pipelines entering and leaving outfall struc ture 4) Size , material, depth , and direction of pipes connecting to catch basin ii. Perform CCTV of pipes connecti ng outfall structures to the City’s nearest upstream asset (catch basin , manhole, or other structure ). d. Report : Prepare a condition assessment report that describes the field assessment methods, activities, results, and conclusions . The report will include p hotographs of the existing conditions, a tabular list of assessed pipe segments and storm drain structures, rating system for defects, and graphical and illustrative figures, as required, to present the information | Project No. 23-0026 | 3 gathered during this assessment . Recommendations for rehabilitation and/or replacement and mainte nance activities will be presented in the report . A draft electronic copy of the report will be submitted for review. Comments will be incorporated, and a final electronic copy will be provided. Data and attribute information will be submitted in GIS shapefile format and photographs and videos will be submitted in elect ronic format. 3. Optional Confin ed S pace Entry: V &A proposes an optional services task for confined space entry assessment of the large diameter outfalls (48 -inch diameter and larger), where CCTV video may not provide enough resolution or where detailed measurements using handheld tools are required. Such measurements include ovality, remaining metal wall thickness measurements, concrete surface testing, and other dimensions. V&A will not proceed with this task without written authorization from the City . 4. Optional Vacto r Truck Cleaning : V&A assumes that up to 5% of the pipe s may need to be cleaned to facilitate the CCTV inspection. V&A has allocated up to 3 days of Presidio’s vactor truck cleaning services to facilitate the cleaning work, as needed, to complete the CCTV assessments. V&A will notify the City that various segments requir e cleaning work . V&A w ill not proceed with this task without written authorization from the City . Any changes to the following assumptions, prevailing wage assumption, exclusions and limitations, or proposed schedule may necessitate an adjustment to the proposed fee. Assumptions The following is a list of ad ditional assumptions used to develop V&A’s scope of work. ▪ Permits and traffic control plans will not be required to complete the field assessments. ▪ If necessary, b asic traffic control signs and cones will be sufficient to access the storm drain struc tures. ▪ Up to 5% of the pipes may require cleaning prior to CCTV. V&A assumes that up to 3 day s of vactor truck cleaning may be sufficient to clean the pipes for CCTV; however, the level of effort depends on the type of debris/sediment present and the extent of cleaning that may be required. Prevailing Wage Assumption V&A understands some or all tasks associated with this project are subject to prevailing wage rate requirements. All project labor subject to prevailing wage requirements will incur a 25% markup on the associated labor fee. This markup covers the higher base hourly labor rates associated w ith prevailing wage rates, additional overtime requirements, and reporting requirements. E xclusions and Limitations The following items, unless otherwise indicated, are not included in the scope of work: ▪ Traffic Control Plans ▪ Comple x Traffic Control Measures, including but not limited to light boards and flaggers ▪ Project Specific Health and Safety Plan ▪ Encroachment Permits ▪ Notification ▪ Bonds ▪ Shutdown or Dewatering of Structures ▪ Excavations ▪ Confined Space Entry | Project No. 23-0026 | 4 Schedule See E xhibit B for schedule. Fee Proposal V&A proposes to complete this work on a time and materials basis at a total cost not to exceed $132,400 with terms of net 30 days (contingent payment terms dependent on timely processing of V&A’s submitted invoice). This fee is valid for 90 days from the date of this proposal. The scope of work was developed as a result of our discussions and repre sents our mutual understanding. Estimated costs for the above project scope are itemized in the attached Resource Allocation Estimate. These costs represent our best estimate at this time an d may change subject to future developments during the project. It is possible that some of the estimated manpower requirements for specific task items may increase while others may not require the entire anticipated effort. This provides us a greater degr ee of confidence in the overall project estimate, rather than in any given particular task. If unforeseen circumstances should arise which indicate that more time is required, V&A will provide a written estimate of additional required time and cost. V&A will not proceed with work beyond the not-to-exceed figure without written authorization from your office. Charges to this project will be ma de for actual time spent on the project and will be charged per the attached Resource Allocation Estimate. We request that you carefully review this proposal to ensure a full understanding of the scope of the work. Our Fee Schedule is adjusted annually in January. Fees will be adjusted at that time and a new Fee Schedule will be sent. Charges on the remainder of the project will be based on the new schedule. We are prepared to begin w ork on your project upon receiving written approval, a n otice to proceed (NTP), or a purchase order from your office. On behalf of our staff and myself, I would like to thank you for the opportunity to be of service to you, and the City. We look forward to working with you. Sincerely, V&A Consulting En gineers, Inc. Noy Phannavong , P.E. Senior Project Manager – Condition Ass essment Practice Leader Accepted: Date: City of Cupertino VSchedule Consulting Engineers Exhibit B Project No. 23-0026 Project Schedule - Updated 3/30/2023 City of Cupertino Storm Drain Outfall Condition Assessment July September 17 24 30 4 11 18 25 28 1 5 12 19 26 2 9 16 23 1 8 15 22 29 1 8 15 Storm Drain Outfall Assessment 4/17/2023 9/1/2023 NTP 4/17/2023 4/17/2023 ◊ 1. Project Management 4/17/2023 9/1/2023 2. Kickoff Meeting 5/4/2023 5/4/2023 ◊ 3. Planning and Preparation 4/17/2023 6/1/2023 a. Document Review 4/17/2023 5/1/2023 b. Field Work Plan 4/24/2023 6/1/2023 Draft Plan 4/24/2023 5/8/2023 Review Meeting 5/18/2023 5/18/2023 ◊ Final Plan 5/18/2023 6/1/2023 ◊ 4. Field Assessment 6/5/2023 6/16/2023 5. Condition Assessment Report 6/5/2023 9/1/2023 a. Data Compilation & Review 6/12/2023 6/23/2023 b. Report 6/23/2023 9/1/2023 Draft Report 6/23/2023 8/4/2023 Review Meeting 8/15/2023 8/15/2023 ◊ Final Report 8/22/2023 9/1/2023 ◊ 6. Optional Confined Space Entry 6/20/2023 6/20/2023 7. Optional Vactor Truck Cleaning 6/5/2023 6/16/2023 Optional confined space entry (1 day) Optional vactor truck cleaning (up to 3 days) ◊Key milestones Task Start Date End Date April May AugustJune 3/30/2023 CLIENT: City of Cupertino PROJECT NAME: Storm Drain Outfalls Condition Assessment Task Item Labor ODCs Task Description Pr i n c i p a l - i n - C h a r g e Se n i o r P r o j e c t Ma n a g e r Gr a d u a t e E n g i n e e r En g i n e e r i n g A s s o c i a t e Pr o j e c t Ad m i n / C l e r i c a l To t a l L a b o r H o u r s Su b t o t a l L a b o r C o s t Tr u c k ( p e r d a y ) GP S U n i t ( h i g h pr e c i s i o n ) ( p e r d a y ) Su b c o n s u l t a n t - C C T V (c o s t + 1 0 % ) ( p e r Pr o j e c t ) Fi e l d M a t e r i a l s ( a t co s t ) ( p e r p r o j e c t ) CS E T r u c k & E q u i p (p e r d a y ) Ol y m p u s 3 8 D L / E p o c h XT U T G a u g e ( p e r d a y ) GS S I M i n i H R S u r f a c e Pe n e t r a t i n g R a d a r (p e r d a y ) Su b c o n s u l t a n t - Va c t o r T r u c k C l e a n i n g (c o s t + 1 0 % ) ( p e r 3 Da y s ) Su b t o t a l O D C To t a l C o s t b y T a s k 1 Project Management and Coordination 2 20 12 0 14 48 9,532$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 9,532$ admin/setup 1 4 5 672$ -$ 672$ prevailing wage 8 8 784$ -$ 784$ invoicing 1 2 3 476$ -$ 476$ project monitoring and coordination 1 12 2 15 4,000$ -$ 4,000$ kickoff meeting 2 2 4 880$ -$ 880$ planning workshop 2 4 6 1,200$ -$ 1,200$ Findings workshop 1 2 4 7 1,520$ -$ 1,520$ 2 Condition Assessment of Storm Drain Outfalls 2 40 222 151 0 415 69,634$ 1,000$ 1,000$ 30,800$ 34$ -$ -$ -$ -$ 32,834$ 102,468$ a review existing information 3 6 9 1,800$ -$ 1,800$ b Field work plan 1 7 22 30 5,800$ -$ 5,800$ c prep/data/ODCs 10 10 20 3,080$ 10 10 28000 34 32,834$ 35,914$ c travel to site (pw)20 20 40 6,160$ -$ 6,160$ c onsite assessments (pw)70 70 140 21,560$ -$ 21,560$ c prevailing wage 23 23 3,330$ -$ 3,330$ d data compilation 10 10 1,600$ -$ 1,600$ d data analysis 8 40 24 72 12,192$ -$ 12,192$ d draft report 16 40 56 10,880$ -$ 10,880$ d final report 4 4 8 1,760$ -$ 1,760$ d qaqc 1 2 4 7 1,472$ -$ 1,472$ 3 Optional: Confined Space Entry (1 day)0 6 20 25 0 51 8,546$ -$ -$ -$ 28$ 150$ 85$ 275$ -$ 538$ 9,084$ pm/prep/data/ODCs 2 1 2 5 1,016$ 28 1 1 1 538$ 1,554$ travel to site (pw)2 4 6 912$ -$ 912$ onsite assessments (pw)7 14 21 3,192$ -$ 3,192$ prevailing wage 2 5 7 1,026$ -$ 1,026$ data/report 4 8 12 2,400$ -$ 2,400$ 4 Optional: Vactor Truck Cleaning (3 days)0 2 0 0 2 4 756$ -$ -$ -$ -$ -$ -$ -$ 10,560$ 10,560$ 11,316$ pm/prep/data/ODCs 2 2 756$ 9600 10,560$ 11,316$ Units 4 68 254 175 16 517 10 10 28000 62 1 1 1 9600 Rate $ 320 $ 280 $ 160 $ 148 $ 98 100$ 100$ 1$ 1$ 150$ 85$ 275$ 1$ Total 1,280$ 19,040$ 40,680$ 25,900$ 1,568$ 88,468$ 1,000$ 1,000$ 30,800$ 62$ 150$ 85$ 275$ 10,560$ 43,932$ 132,400$ Exhibit C - Resource Allocation Estimate JOB NO: 23-0026 1000 Broadway Suite 320 Oakland, CA 94607 510.903.6600 Tel 510.903.6601 Fax vaengineering.com V&A Consulting Engineers 2023 Fee Schedule Rates include Overhead & Profit Position Rate Principal-in-Charge (PIC) $320 Senior Project Manager $280 Project Manager $263 Senior Project Engineer $246 Project Engineer $219 Associate Engineer $196 Graduate Engineer $160 CADD Designer $160 Engineering Associate $148 Senior Technician $141 Technician $123 Project Admin/Clerical $98 Forensic Engineering $445 Deposition/Court Appearance $575 Other Direct Costs Subcontractor/Subconsultant: Cost + 10% Soil and Coating Sample Analysis: Cost + 10% Travel (Air/Hotel/Per Diem/Rent-A-Car): @ Cost Auto/Truck Mileage: @Federal Rate Field Truck: $100/Day Confined Space Entry Truck and Safety Equipment: $150/Day Reproduction, Printing, Shipping: @ Cost 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 4/4/2023 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Maurice Thornton 714-427-6810 DesignProCerts@AssuredPartners.com License#:6003745 XL Speciality Insurance Company 37885 V&ACONS-02 Hartford Accident and Indemnity Company 22357V&A Consulting Engineers,Inc. 1000 Broadway,Suite 320 Oakland CA 94607 Sentinel Insurance Company 11000 618686673 C X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X X Y Y 84SBWBF2643 9/8/2022 9/8/2023 4,000,000 B 1,000,000 X X X Y Y 84UEGAA1983 9/8/2022 9/8/2023 C X X 4,000,000Y84SBWBF26439/8/2022Y 9/8/2023 4,000,000 X 10,000 A Professional Liability & Pollution Liability Retro Date:07/26/79 N Y DPR5001738 9/8/2022 9/8/2023 Per Claim Annual Aggregate Retro Date:07/26/79 $5,000,000 $5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. Re:23-0026+5,City of Cupertino Storm Drain Outfall Condition Assessment. City of Cupertino,its City Council,officers,officials,employees,agents,servants,and volunteers are named as an additional insured as respects general liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Auto Liability is Primary per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Day Notice of Cancellation City of Cupertino Attn:Jimmy Tan,P.E. 10300 Torre Avenue Cupertino CA 95014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A.It is agreed that paragraph (2)of subsections 6.d. and 6.f.of Section C. - WHO IS AN INSURED is replaced by the following: (2)The insurance afforded by paragraph (1)above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.It is agreed that the following paragraphs are added to the end of subsections 1.and 8.of Section F- OPTIONAL ADDITIONAL INSURED COVERAGES;and it is agreed the following paragraphs replace section b.of subsection 9.of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES.These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage"purpose by you, any of your that occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form,rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation,insured under this provision only for that servicing or repair operations,period of time required by the contract,except such operations performedagreement or permit.at the vendor's premises inHowever, no such person or organization is an connection with the sale of theadditional insured under this provision if such product;person or organization is included as an (g)Products which, after distributionadditional insured by an endorsement issued or sale by you, have been labeledby us and made a part of this Coverage Part,or relabeled or used as aincluding all persons or organizations added container, part or ingredient of anyas additional insureds under the specific other thing or substance by or foradditional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "propertya. Vendors damage" arising out of the soleAny person(s) or organization(s) (referred to negligence of the vendor for itsbelow as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone elseout of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained inprovides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement.or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from(b)Any express warranty whom you lease equipment; but onlyunauthorized by you;with respect to their liability for "bodily(c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (2) e. Permits Issued By State Or PoliticalWith respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but"occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage"leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization whoconstruction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury",organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those actingonly with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premisesyour behalf:owned by or rented to you; or (a)In connection with your premises;(c)In connection with "your work" andorincluded within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions,"Bodily injury", "property damage" orreports, surveys, field orders, "personal and advertising injury"change orders, designs or arising out of the rendering of, or thedrawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained by any one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To YouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc.Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits". the owner.2. Aggregate Limits In the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" and You Limit applies to all damage proximately"property damage" included in the caused by the same event, whether such"products-completed operations hazard" is damage results from fire, lightning or explosionthe Products-Completed Operations or any combination of these.Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person orb.Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations. permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in theowned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records andapplicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; andseparately to each consecutive annual period and to (4)Assist us, upon our request, in theany remaining period of less than 12 months, starting enforcement of any right against anywith the beginning of the policy period shown in the person or organization that may beDeclarations, unless the policy period is extended liable to the insured because of injuryafter issuance for an additional period of less than 12 or damage to which this insurancemonths. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an2. Duties In The Event Of Occurrence, additional insured, such additional insuredOffense, Claim Or Suit must submit such claim or "suit" to thea. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply toit that we are notified as soon as the extent that you have agreed in apracticable of an "occurrence" or an written contract, written agreement oroffense which may result in a claim. To permit that this insurance is primary andthe extent possible, notice should include:non-contributory with the additional(1)How, when and where the "occurrence"insured's own insurance.or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to(3)The nature and location of any injury any additional insured only when suchor damage arising out of the "occurrence", offense, claim or "suit" is"occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additionalinsured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additionalclaim or "suit" and the date received;insured is a limited liability company;and (4)Any "executive officer" or insurance(2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additionalclaim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if youInsuredor an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury"Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To Youdamages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages.6. Representations (5) Property Damage To Borroweda. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or(1)The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self-added as an additional insured by that insured amounts under all that otherinsurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permitsadditional insured under this Coverage contribution by equal shares, we will followPart:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all orcontract, written agreement or part of any payment, includingpermit that this insurance is Supplementary Payments, we have madeprimary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must doinsurance, this insurance is nothing after loss to impair them. At ourprimary and we will not seek request, the insured will bring "suit" orcontribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave no duty under this Coverage Part to organization for all or part of any payment,defend the insured against any "suit" if any including Supplementary Payments, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no other also waive that right, provided the insuredinsurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract,rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 3ROLF\84SBWBF2643 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Policy #84SBWBF2643 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 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. 1.BROAD FORM INSURED d.Any "employee"of yours while using a covered "auto"you don't own,hire or A.Subsidiaries and Newly Acquired or borrow in your business or yourFormed Organizations personal affairs.The Named Insured shown in the C.Lessors as InsuredsDeclarations is amended to include: Paragraph A.1.-WHO IS AN INSURED -of (1)Any legal business entity other than a Section II -Liability Coverage is amended topartnershiporjointventure,formed as a add:subsidiary in which you have an ownership interest of more than 50%on e.The lessor of a covered "auto"while the the effective date of the Coverage Form. "auto"is leased to you under a written However,the Named Insured does not agreement if: include any subsidiary that is an (1)The agreement requires you to"insured"under any other automobile provide direct primary insurance for policy or would be an "insured"under the lessor andsuchapolicybutforitsterminationor (2)The "auto"is leased without a driver.the exhaustion of its Limit of Insurance. Such a leased "auto"will be considered a (2)Any organization that is acquired or covered "auto"you own and not a covered formed by you and over which you "auto"you hire.maintain majority ownership.However, the Named Insured does not include any D.Additional Insured if Required by Contract newly formed or acquired organization:(1)Paragraph A.1.-WHO IS AN INSURED (a)That is a partnership or joint -of Section II -Liability Coverage is venture,amended to add: (b)That is an "insured"under any other f.When you have agreed,in a written policy,contract or written agreement,that a (c)That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your business auto policy, such person or (d)180 days or more after its organization is an "insured", but only acquisition or formation by you, to the extent such person orunlessyouhavegivenusnoticeof organization is liable for "bodilythe acquisition or formation. injury"or "property damage"causedCoveragedoesnotapplyto"bodily by the conduct of an "insured" under injury"or "property damage"that results paragraphs a.or b.of Who Is Anfroman"accident"that occurred before Insured with regard to theyouformed or acquired the organization. ownership,maintenance or use of a B.Employees as Insureds covered "auto." Paragraph A.1.-WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 1 of 5of ISO Properties,Inc.,with its permission.) 84UEGAA1983 E.Primary and Non-Contributory ifTheinsuranceaffordedtoanysuch Required by Contractadditionalinsuredappliesonlyifthe "bodily injury"or "property damage"Only with respect to insurance provided to occurs:an additional insured in 1.D.-Additional (1)During the policy period, and Insured If Required by Contract,the following provisions apply:(2)Subsequent to the execution of such written contract, and (3)Primary Insurance When Required By Contract(3)Prior to the expiration of the period of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured.agreement that this insurance be primary.If other insurance is also (2)How Limits Apply primary,we will share with all that otherIfyouhaveagreedinawrittencontractinsurancebythemethoddescribedinorwrittenagreementthatanother Other Insurance 5.d.person or organization be added as an (4)Primary And Non-Contributory To Otheradditionalinsuredonyourpolicy,the Insurance When Required By Contractmostwewillpayonbehalfofsuch additional insured is the lesser of:If you have agreed in a written contract or written agreement that this insurance(a)The limits of insurance specified in is primary and non-contributory with the the written contract or written additional insured's own insurance,this agreement; or insurance is primary and we will not(b)The Limits of Insurance shown in seek contribution from that otherthe Declarations.insurance. Such amount shall be a part of and not (3)(4)Paragraphs and do not apply to other in addition to Limits of Insurance shown insurance to which the additional insuredintheDeclarationsanddescribedinthishasbeen added as an additional insured.Section. When this insurance is excess,we will have no (3)Additional Insureds Other Insurance duty to defend the insured against any "suit"if If we cover a claim or "suit"under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit".If no other insurer by other insurance available to an defends,we will undertake to do so,but we will additional insured,such additional be entitled to the insured's rights against all insured must submit such claim or "suit"those other insurers. to the other insurer for defense and When this insurance is excess over otherindemnity. insurance,we will pay only our share of the However,this provision does not apply amount of the loss,if any,that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1)The total amount that all such otherthatthisinsuranceisprimaryandnon-insurance would pay for the loss in thecontributorywiththeadditionalinsured's absence of this insurance; andowninsurance. (2)The total of all deductible and self-insured (4)Duties in The Event Of Accident,Claim,amounts under all that other insurance.Suit or Loss We will share the remaining loss,if any,by the If you have agreed in a written contract method described in Other Insurance 5.d.or written agreement that another 2.AUTOS RENTED BY EMPLOYEESpersonororganizationbeaddedasan additional insured on your policy,the Any "auto"hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2.-DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT,CLAIM ,SUIT by adding the following: OR LOSS –OF SECTION IV – BUSINESS AUTO CONDITIONS,in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 2 of 5of ISO Properties,Inc.,with its permission.) 5 PHYSICAL DAMAGE -ADDITIONALIfan"employee’s"personal insurance also . TEMPORARY TRANSPORTATION EXPENSE applies on an excess basis to a covered "auto" COVERAGEhiredorrentedbyyour"employee"on your behalf and at your direction,this insurance will Paragraph A.4.a.of SECTION III -PHYSICAL be primary to the "employee’s"personal DAMAGE COVERAGE is amended to provide a insurance.limit of $50 per day and a maximum limit of 3.AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. 6.LOAN/LEASE GAP COVERAGEEXCLUSION5.-FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not Under SECTION III -PHYSICAL DAMAGE apply if you have workers'compensation COVERAGE,in the event of a total "loss"to a insurance in-force covering all of your covered "auto",we will pay your additional legal "employees".obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto"at the time of the "loss" insurance.and the "outstanding balance"of the loan/lease. 4.HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance"means the amount you owe on the loan/lease at the time of "loss"less If hired "autos"are covered "autos"for Liability any amounts representing taxes;overdueCoverageandifComprehensive,Specified payments;penalties,interest or chargesCausesofLoss,or Collision coverages are resulting from overdue payments;additionalprovidedunderthisCoverageFormforany mileage charges;excess wear and tear charges;"auto"you own,then the Physical Damage lease termination fees;security deposits not Coverages provided are extended to "autos" you returned by the lessor;costs for extendedhire or borrow,subject to the following limit. warranties,credit life Insurance,health,accidentThemostwewillpayfor"loss"to any hired or disability insurance purchased with the loan or "auto"is:lease;and carry-over balances from previous (1)$100,000;loans or leases. (2)The actual cash value of the damaged or 7.AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B.EXCLUSIONS -of (3)The cost of repairing or replacing the SECTION III -PHYSICAL DAMAGE damaged or stolen property,COVERAGE, the following is added: whichever is smallest,minus a deductible.The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto"for that airbag. coverage. No deductible applies to "loss"caused 8.ELECTRONIC EQUIPMENT -BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible a.The exceptions to Paragraphs B.4 -insurance.Subject to the above limit,deductible EXCLUSIONS -of SECTION III -PHYSICAL and excess provisions,we will provide coverage DAMAGE COVERAGE are replaced by the equal to the broadest coverage applicable to any following:covered "auto"you own. 4.c.4.d.Exclusions and do not apply to We will also cover loss of use of the hired "auto" equipment designed to be operated solelyifitresultsfroman"accident",you are legally by use of the power from the "auto's"liable and the lessor incurs an actual financial electrical system that,at the time of "loss", loss,subject to a maximum of $1000 per is:"accident". (1)Permanently installed in or upon This extension of coverage does not apply to the covered "auto";any "auto"you hire or borrow from any of your "employees",partners (if you are a partnership),(2)Removable from a housing unit members (if you are a limited liability company),which is permanently installed in or members of their households.or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above;or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 3 of 5of ISO Properties,Inc.,with its permission.) (4)Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc.company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system.the same "accident", the following applies: b.Section III –Version CA 00 01 03 10 of the (1)If the deductible under this Business Auto Business Auto Coverage Form,Physical Coverage Form is the smaller (or smallest) Damage Coverage,Limit of Insurance,deductible,it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2)If the deductible under this Business Auto the Business Auto Coverage Form,Physical Coverage Form is not the smaller (or Damage Coverage,Limit of Insurance, smallest)deductible,it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following:deductible. $1,500 is the most we will pay for "loss"in 12.AMENDED DUTIES IN THE EVENT OF any one "accident"to all electronic ACCIDENT, CLAIM,SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a.-solely for the reproduction of sound,and DUTIES IN THE EVENT O F ACCIDENT,CLAIM,accessories used with such equipment)SUIT OR LOSS -of SECTION IV -BUSINESSthatreproduces,receives or transmits AUTO CONDITIONS that you must notify us of audio,visual or data signals which,at the an "accident"applies only when the "accident" istime of "loss", is:known to: (1)Permanently installed in or upon (1)You, if you are an individual;the covered "auto"in a housing, (2)A partner, if you are a partnership;opening or other location that is not normally used by the "auto"(3)A member,if you are a limited liability manufacturer for the installation of company;or such equipment; (4)An executive officer or insurance manager, if (2)Removable from a permanently you are a corporation. installed housing unit as described 13.UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a.above or is an HAZARDSintegral part of that equipment; or If you unintentionally fail to disclose any hazards(3)An integral part of such equipment.existing at the inception date of your policy,we c.For each covered "auto",should loss be limited will not deny coverage under this Coverage to electronic equipment only,our obligation to Form because of such failure. pay for,repair,return or replace damaged or 14.HIRED AUTO -COVERAGE TERRITORYstolenelectronicequipmentwillbereducedby Paragraph e.of GENERAL CONDITIONS 7.-the applicable deductible shown in the POLICY PERIOD,COVERAGE TERRITORY -Declarations,or $250,whichever deductible is of SECTION IV -BUSINESS AUTO less. CONDITIONS is replaced by the following:9.EXTRA EXPENSE -BROADENED e.For short-term hired "autos",the coverageCOVERAGE territory with respect to Liability Coverage isUnderParagraphA.- COVERAGE -of SECTION anywhere in the world provided that if theIII-PHYSICAL DAMAGE COVERAGE,we will "insured's"responsibility to pay damages for pay for the expense of returning a stolen covered "bodily injury"or "property damage"is "auto"to you.determined in a "suit," the "suit" is brought in 10.GLASS REPAIR -WAIVER OF DEDUCTIBLE the United States of America,the territories and possessions of the United States ofUnderParagraphD.-DEDUCTIBLE -of SECTION America,Puerto Rico or Canada or in a III -PHYSICAL DAMAGE COVERAGE,the settlement we agree to.following is added: 15.WAIVER OF SUBROGATIONNodeductibleappliestoglassdamageifthe glass is repaired rather than replaced.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV -11.TWO OR MORE DEDUCTIBLES BUSINESS AUTO CONDITIONS is amended byUnderParagraphD.-DEDUCTIBLE -of SECTION adding the following:III -PHYSICAL DAMAGE COVERAGE,the following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 4 of 5of ISO Properties,Inc.,with its permission.) We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss,the most we will pay under this you have a written contract that requires such Hybrid,Electric,or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form."loss"is $10,000. 16.RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury"in SECTION V-a.A "non-hybrid"auto is defined as an auto that DEFINITIONS is replaced by the following:uses only an internal combustion engine to move the auto but does not include autos"Bodily injury"means bodily injury,sickness or powered solely by electricity or natural gas.disease sustained by any person,including mental anguish or death resulting from any of b.A "hybrid"auto is defined as an auto with an these.internal combustion engine and one or more electric motors;and that uses the internal17.EXTENDED CANCELLATION CONDITION combustion engine and one or more electric Paragraph 2.of the COMMON POLICY motors to move the auto,or the internal CONDITIONS -CANCELLATION -applies combustion engine to charge one or more except as follows:electric motors, which move the auto. If we cancel for any reason other than 19.VEHICLE WRAP COVERAGEnonpaymentofpremium,we will mail or deliver In the event of a total loss to an "auto"for whichtothefirstNamedInsuredwrittennoticeof Comprehensive,Specified Causes of Loss,orcancellationatleast60daysbeforetheeffective Collision coverages are provided under thisdate of cancellation. Coverage Form,then such Physical Damage18.HYBRID,ELECTRIC,OR NATURAL GAS Coverages are amended to add the following:VEHICLE PAYMENT COVERAGE In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid"auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive,Specified Causes of which are displayed on the covered "auto"at theLoss,or Collision coverages are provided under time of total loss.Regardless of the number ofthisCoverageForm,then such Physical autos deemed a total loss,the most we will pay Damage Coverages are amended as follows:under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid"auto or any one "loss"is $5,000.For purposes of this an auto powered solely by electricity or natural coverage provision,signs or other graphics gas,we will pay an additional 10%,to a painted or magnetically affixed to the vehicle are maximum of $2,500,of the "non-hybrid"auto’s not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 5 of 5of ISO Properties,Inc.,with its permission.) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proofofnotice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Policy No. 84UEGAA1983 This endorsement, effective 12:01 a.m., 09/22/2022 forms a part of Policy No. DPR5001738 Issued to V & A Consulting Engineers by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF POLICY CANCELLATION – BLANKET NOTICE TO DESIGNATED ENTITIES This endorsement modifies insurance provided under the following: PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY – ARCHITECTS, CONSULTANTS AND ENGINEERS Section XI. OTHER CONDITIONS, Paragraph A. Cancellation is amended by the addition of the following: In the ev ent that the Company cancels or non-renews this Policy during the POLICY PERIOD, the Company agrees to prov ide thirty (30) days’ prior written notice of cancellation or non-renewal of this Policy to any entity with whom the NAMED INSURED agreed in a written contract or agreement would be provided with notice of cancellation or non-renewal of this Policy, provided that: 1.The Company receives, at least thirty (30) days prior to the date of cancellation or non-renewal, a written request from the NAMED INSURED to provide notice of cancellation to entities designated by the NAMED INSURED to receive such notice; and 2.The written request includes the name, address and email of each person or entity designated by the NAMED INSURED to receive such notice. The Company will assume that the list provided to the company by the NAMED INSURED is a complete and accurate list. This endorsement does not apply to non-renewal of the Policy at the end of the POLICY PERIOD or cancellation of the Policy for non-payment of premium to a premium finance company authorized to cancel the Policy. Furthermore, nothing contained in this endorsement shall be construed to provide any rights under the Policy to the entities receiving notice of cancellation pursuant to this endorsement, nor shall this endorsement amend or alter the effective date of cancellation stated in the cancellation notice issued to the NAMED INSURED. All other terms and conditions of the Policy remain unchanged. LDD 465 0620 Page 1 of 1 9/23/2022 11:51:06 AM © 2020 X.L. America, Inc. All Rights Reserv ed. May not be copied without permission. VCO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/04/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(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 endors ement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AON RISK SERVICES SOUTH INC 3550 LENOX ROAD NORTHEAST SUITE 1700 ATLANTA GA 30326 CONTACT NAME: Aon Risk Services, Inc of Florida PHONE (A/C, No, Ext): 833-506-1544 FAX (A/C, No): EMAIL ADDRESS: work.comp@trinet.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : ACE American Insurance Company 22667 INSURED TriNet Group, Inc. L/C/F V&A Consulting Engineers Inc 1 Park Place, Suite 600 Dublin, CA 94568-7983 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 15637704 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA MED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION $ A WORKERS COMPENSATION Y / N N AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X WLR_C71386806 07/01/2022 07/01/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of V&A Consulting Engineers Inc through a co-employment agreement with TriNet HR III, Inc.. Waiver of subrogation in favor of City of Cupertino, and its City Council, officers, officials, employees, agents, servants and volunteers as respects of job performed by V&A Consulting Engineers Inc as required by written contract. A 30 day notice of cancellation is endorsed to the policy for the City of Cupertino. Project: 23-0026 CALIF- City of Cupertino Storm Drain Outfall Condition Assessment CERTIFICATE HOLDER CANCELLATION City of Cupertino Attn: Jimmy Tan, P.E. 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. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group, Inc. L/C/F V&A Consulting Engineers Inc 1 Park Place, Suite 600 Dublin, CA 94568-7983 Endorsement Number Policy Number Symbol: WLR Number: C71386806 Policy Period 07/01/2022 TO 07/01/2023 Effective Date of Endorsement 03/30/2023 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: City of Cupertino, and its City Council, officers, officials, employees, agents, servants and volunteers Attn: Jimmy Tan, P.E. 10300 Torre Avenue Cupertino, CA 95014 ( ) Blanket Waiver 2. Operations: Project: 23-0026 CALIF- City of Cupertino Storm Drain Outfall Condition Assessment 3. Premium: Included 4. Minimum Premium: Included ___________________________________ Authorized Representative WC 90 03 75 (05/18) Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group, Inc. L/C/F V&A Consulting Engineers Inc 1 Park Place, Suite 600 Dublin, CA 94568-7983 Endorsement Number Policy Number Symbol: WLR Number:C71386806 Policy Period 07/01/2022TO 07/01/2023 Effective Date of Endorsement 03/30/2023 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below (the “Schedule”). You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. C. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. D. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. E. We may arrange with your representative to send such notice in the event of any such cancellation. F. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physical address of the persons or organizations listed in the Schedule. G. This endorsement does not apply in the event that you cancel the Policy. SCHEDULE Name of Certificate Holder E-Mail Address Physical Address City of Cupertino Attn: Jimmy Tan, P.E. 10300 Torre Avenue Cupertino, CA 95014 All other terms and conditions of this Policy remain unchanged. This endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, NM, TX and WI. ____________________________________ Authorized Representative WC 99 03 71 (01/11) Page 1 of 1 Professional Consultant Contract (Single), V&A Engineering 704 Final Audit Report 2023-05-22 Created:2023-05-19 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAP2HNRwv4Nwv0jUdtggVnJDKJ4v4nUgRa "Professional Consultant Contract (Single), V&A Engineering 70 4" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-05-19 - 6:18:54 PM GMT- IP address: 64.165.34.3 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2023-05-19 - 6:21:22 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2023-05-19 - 6:21:43 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-05-19 - 6:21:45 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-05-19 - 6:29:03 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to kcosta@vaengineering.com for signature 2023-05-19 - 6:29:05 PM GMT Email viewed by kcosta@vaengineering.com 2023-05-19 - 7:59:13 PM GMT- IP address: 104.47.51.126 Signer kcosta@vaengineering.com entered name at signing as Kim Costa 2023-05-19 - 8:04:04 PM GMT- IP address: 162.235.127.9 Document e-signed by Kim Costa (kcosta@vaengineering.com) Signature Date: 2023-05-19 - 8:04:06 PM GMT - Time Source: server- IP address: 162.235.127.9 Document emailed to christopherj@cupertino.org for signature 2023-05-19 - 8:04:08 PM GMT Email viewed by christopherj@cupertino.org 2023-05-19 - 8:04:22 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-05-19 - 8:05:05 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-05-19 - 8:05:07 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2023-05-19 - 8:05:09 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2023-05-21 - 7:20:21 PM GMT- IP address: 174.249.152.203 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2023-05-21 - 7:21:50 PM GMT - Time Source: server- IP address: 174.249.152.203 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-05-21 - 7:21:52 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-05-22 - 2:37:23 PM GMT- IP address: 104.28.123.96 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-05-22 - 2:37:43 PM GMT - Time Source: server- IP address: 104.28.123.172 Agreement completed. 2023-05-22 - 2:37:43 PM GMT Amendment 1 for Storm Drain Outfall Condition Assessment Final Audit Report 2024-03-21 Created:2024-03-20 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAVCpLy9a1hJmXc76PcC3kHwb21A98zIf8 "Amendment 1 for Storm Drain Outfall Condition Assessment" H istory Document created by Webmaster Admin (webmaster@cupertino.org) 2024-03-20 - 2:07:12 PM GMT- IP address: 35.229.54.2 Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval 2024-03-20 - 2:11:05 PM GMT Email viewed by Jindy Gonzalez (jindyg@cupertino.org) 2024-03-20 - 2:11:44 PM GMT- IP address: 104.47.73.126 Document approved by Jindy Gonzalez (jindyg@cupertino.org) Approval Date: 2024-03-20 - 2:13:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-03-20 - 2:13:37 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-03-20 - 2:38:55 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kcosta@vaengineering.com for signature 2024-03-20 - 2:38:57 PM GMT Email viewed by kcosta@vaengineering.com 2024-03-21 - 2:38:12 AM GMT- IP address: 104.47.51.126 Signer kcosta@vaengineering.com entered name at signing as Kim Costa 2024-03-21 - 2:39:33 AM GMT- IP address: 162.203.167.130 Document e-signed by Kim Costa (kcosta@vaengineering.com) Signature Date: 2024-03-21 - 2:39:35 AM GMT - Time Source: server- IP address: 162.203.167.130 Document emailed to christopherj@cupertino.org for signature 2024-03-21 - 2:39:37 AM GMT Email viewed by christopherj@cupertino.org 2024-03-21 - 2:47:31 AM GMT- IP address: 136.24.22.111 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-03-21 - 2:49:31 AM GMT- IP address: 136.24.22.111 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-03-21 - 2:49:33 AM GMT - Time Source: server- IP address: 136.24.22.111 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2024-03-21 - 2:49:35 AM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2024-03-21 - 4:17:25 PM GMT- IP address: 64.165.34.3 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2024-03-21 - 4:18:29 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-03-21 - 4:18:31 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-03-21 - 5:42:18 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-03-21 - 5:42:39 PM GMT - Time Source: server- IP address: 73.241.178.249 Agreement completed. 2024-03-21 - 5:42:39 PM GMT