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18-095 Amendment #3 dated 6-25-24 Giuliani & Kull for Surveying Services1 THIRD AMENDMENT TO AGREEMENT 567 BETWEEN THE CITY OF CUPERTINO AND GIULIANI & KULL, INC FOR SURVEYING SERVICES This Third Amendment to Agreement 567 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Giuliani & Kull, Inc, a (“Contractor”) whose address is 4880 Stevens Creek Blvd, Suite 100, San Jose, CA 95129, and is made with reference to the following: RECITALS: A. On May 17, 2018 Agreement 567 (“Agreement”) was entered into by and between City and Contractor for Surveying Services. B. The City and the Consultant entered into a First Amended Agreement for Surveying Services (“First Amended Agreement”) effective January 27, 2020, with a term expiring on June 30, 2022; and C. The City and the Consultant entered into a Second Amended Agreement for Surveying Services (“Second Amended Agreement”) effective July 27, 2022, with a term expiring on June 30, 2024; and D. 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: Term. This Agreement begins on the Effective Date and ends on June 30, 2026 ("Contract Time"), unless terminated earlier as provided herein. 2. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $175,000.00 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price 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 in excess of the Contract Price. Exhibit C and C-1 of the Agreement is replaced with a new Exhibit C-2 attached hereto. 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 GIULIANI & KULL, INC By Title Date Mark A. Helton President Jun 25, 2024 Christopher D. Jensen Director of Public Works Jun 25, 2024 Jun 25, 2024 3 EXPENDITURE DISTRIBUTION Item PO Number Amount SO #1 Vallco Town Center Surveying Services (Mosley) 2019-383 2,000.00 SO #2 Parcel Map 10400 S. Stelling (Pagan) 2019-456 1,890.00 SO #3 Lawrence Mitty ALTA Survey (Mosley) 2020-311 48,720.00 SO #4 Final Map Vallco Town Center (W Pagan) 2020-403 4,900.00 SO #5 for Westport (Pagan) 2021-478 6,530.00 SO #6 Vallco Parcel Map (Pagan/Mosley) 2021-506 6,000.00 SO #7 Mary Ave Parcel Map 2022-167 12,540.00 SO #8 for 22690 Stevens Creek Blvd (Chu) 2022-458 0.00 SO #9 City Hall Annex (10455 Torre) (Hattori) 2022-481 5,000.00 SO #10 The Rise Map Review 2024-355 2,000.00 - - 89,580.00 SCHEDULE OF HOURLY RATES Effective 1-01-24 The following rates are applicable to hourly rate contracts, extra work items, and per diem accounts: CLASSIFICATION HOURLY RATE Principal Engineer $ 220.00 Senior Engineer $195.00 Associate Engineer $170.00 Assistant Engineer $155.00 Senior Drafter $140.00 Drafter $125.00 Computer Technician $125.00 2-Person Survey Party /GPS $330.00 1-Person Survey Party /GPS $275.00 Clerical $95.00 Expert Witness $450.00 Blueprinting, copying, record maps, filing fees, and additional outside services will be billed at cost plus fifteen (15) percent. last updated 01/01/22 F:/Maria’s Files/Office/masters/hrrate 1-1-22 EXHBIT C-2 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/13/2024 11000 Giuliani & Kull, Inc. - San Jose 4880 Stevens Creek Blvd., Suite 100 San Jose, CA 95129 22357 22179 19682 A 2,000,000 X X 57SBABP2321 4/26/2024 4/26/2025 300,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000B X X 57UECBD6704 4/26/2024 4/26/2025 2,000,000A 57SBABP2321 4/26/2024 4/26/2025 2,000,000 10,000 C X 25345704 4/26/2024 4/26/2025 1,000,000 Y 1,000,000 1,000,000 D Errors & Omissions 57 OH 0444864-24 4/26/2024 Liability 2,000,000 D Errors & Omissions 57 OH 0444864-24 4/26/2024 4/26/2025 Deductible 5,000 RE: Surveying Services The City of Cupertino, its City Coluncil, officers, officials, employees, agents, servants and volunteers are named as additional insured's as respects to the General Liability per attached form and the Auto Liability per attached form. Per project limits apply. Primary & Non-Contributory wording applies to the General Liability per attached form and the Auto Liability per attached form. Waiver of Subrogation applies to the General Liability per attached form and the Auto Liability per attached form and the Worker's Comp per attached form. E&O covers full prior acts. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 GIUL&KU-02 LBORDELON Micheletti Alternative Insurance Solutions 300 Banner Ct. Suite 1 Modesto, CA 95356 Linda Bordelon, CISR Elite linda@michelettiins.com Sentinel Insurance Company, LTD Hartford Accident and Indemnity Company Republic Indemnity Company of America Hartford Fire Insurance Company X 4/26/2025 X X X X X X X X X COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ©2011,The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties,Inc.,with its permission.)Page 1 of 5 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 A.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. B.Employees as Insureds Paragraph A.1.-WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add: d.Any "employee"of yours while using a covered "auto"you don't own,hire or borrow in your business or your personal affairs. C.Lessors as Insureds Paragraph A.1.-WHO IS AN INSURED -of Section II -Liability Coverage is amended to add: e.The lessor of a covered "auto"while the "auto"is leased to you under a written agreement if: (1)The agreement requires you to provide direct primary insurance for the lessor and (2)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. D.Additional Insured if Required by Contract (1)Paragraph A.1.-WHO IS AN INSURED -of Section II -Liability Coverage is amended to add: f.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." Policy Number: 57UECBD6704Policy Period: 04/26/2024 - 04/26/2025 ©2011,The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties,Inc.,with its permission.)Page 2 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury"or "property damage" occurs: (1)During the policy period,and (2)Subsequent to the execution of such written contract,and (3)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. E.Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D.-Additional Insured If Required by Contract,the following provisions apply: (3)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. (4)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 (3)and (4)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 Other Insurance 5.d. 2.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 OTHER INSURANCE Condition is amended by adding the following: Policy Number: 57UECBD6704Policy Period: 04/26/2024 - 04/26/2025 ©2011,The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties,Inc.,with its permission.)Page 3 of 5 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. 3.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. 4.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. 5.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. 6.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. 7.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. 8.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 Policy Number: 57UECBD6704Policy Period: 04/26/2024 - 04/26/2025 ©2011,The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties,Inc.,with its permission.)Page 4 of 5 (4)Necessary for the normal operation of the covered "auto"or the monitoring of the covered "auto's"operating system. b.Section III –Version CA 00 01 03 10 of the Business Auto Coverage Form,Physical Damage Coverage,Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form,Physical Damage Coverage,Limit of Insurance, Paragraph C are each 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: (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. 9.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. 10.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. 11.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. 12.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. 13.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. 14.HIRED AUTO -COVERAGE TERRITORY Paragraph e.of GENERAL CONDITIONS 7.- POLICY PERIOD,COVERAGE TERRITORY - of SECTION IV -BUSINESS AUTO CONDITIONS is replaced by the following: e.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. 15.WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: Policy Number: 57UECBD6704Policy Period: 04/26/2024 - 04/26/2025 ©2011,The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties,Inc.,with its permission.)Page 5 of 5 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. 16.RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury"in SECTION V- DEFINITIONS 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. 17.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. 18.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. 19.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. Policy Number: 57UECBD6704Policy Period: 04/26/2024 - 04/26/2025 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers", any partner or member (if you are a partnership or joint venture),or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die,but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier;and b.Coverage under this provision does not apply to: (1)"Bodily injury"or "property damage" that occurred;or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"registered in your name under any motor vehicle registration law,any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person driving the equipment;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person operating the watercraft;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written Policy Period: 04/26/2024 - 04/26/2025 Policy number: 57SBABP2321 BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy,provided the injury or damage occurs subsequent to the execution of the contract or agreement,or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.–Optional Additional Insured Coverages. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)Such inspections,adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient,part or container, entering into,accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury" caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person or organization. Policy Number: 57SBABP2321 Policy Period: 04/26/2024 - 04/26/2025 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises;or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects,Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you,including: (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. e.Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)"Bodily injury","property damage" or "personal and advertising injury"arising out of operations performed for the state or municipality;or (b)"Bodily injury"or "property damage" included within the "products- completed operations hazard". f.Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e.above,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you;or (c)In connection with "your work"and included within the "products- completed operations hazard",but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured;and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: Policy Number: 57SBABP2321 Policy Period: 04/26/2024 - 04/26/2025 BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.–Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard"is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury",including medical expenses,is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street,roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner,arising out of fire,lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury", "property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage"to any one premis es,while rented to you,or in the case of damage by fire, lightning or explosion,while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract,written agreement or permit issued by a state or political subdivision;or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Policy Number: 57SBABP2321 Policy Period: 04/26/2024 - 04/26/2025 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense,Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible,notice should include: (1)How,when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses;and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured must: (1)Immediately record the specifics of the claim or "suit"and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit"as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit";and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense,other than for first aid,without our consent. e.Additional Insured's 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,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence,Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence",offense,claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed offic ial,if you or an additional insured is a political subdivision or public entity. Policy Number: 57SBABP2321 Policy Period: 04/26/2024 - 04/26/2025 BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3.Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law,the insurance provided by the policy for "bodily injury" liability and "property damage"liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment"to which this insurance applies,we will provide any liability,uninsured motorists, underinsured motorists,no-fault or other coverage required by any motor vehicle law.We will provide the required limits for those coverages. 4.Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit"asking for damages from an insured;or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 5.Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured,this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each insured against whom a claim is made or "suit"is brought. 6.Representations a.When You Accept This Policy By accepting this policy,you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us;and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 7.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b. below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess, contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage, Builder's Risk,Installation Risk or similar coverage for "your work"; (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section A.–Coverages. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. Policy Number: 57SBABP2321 Policy Period: 04/26/2024 - 04/26/2025 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance;or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit 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 (a)and (b)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 under this Coverage Part 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,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them.This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Policy Number: 57SBABP2321 Policy Period: 04/26/2024 - 04/26/2025 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. ” 1983 National Council on Compensation Insurance. WO RKE RS CO M P E NS AT I O N AND E M P L O Y E RS L I ABI L I T Y I NS URANCE P O L I CY WC 00 03 13 (Ed. 04-84) Schedule State Person or Organization Job Description California All persons or organizations whom the Named Insured has agreed by written contract to furnish this waiver. All jobs whom the Named Insured has agreed by written contract to furnish this waiver. The charge for this endorsement shall be 3% of total manual premium, subject to a minimum premium of $100. This charge will be billed on your next invoice based on current manual premium, and the final charge will be calculated and billed at the final audit. WC 00 03 13 (Ed. 04-84) 1 of 2 Insured Copy Policy Number: 25345704 Policy Period: 04/26/2024 - 04/26/2025 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WO RKE RS CO M P E NS AT I O N AND E M P L O Y E RS L I ABI L I T Y I NS URANCE P O L I CY WC 00 03 13 (Ed. 04-84) ” 1983 National Council on Compensation Insurance. WC 00 03 13 (Ed. 04-84) 2 of 2 Insured Copy This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Re public Inde mnity Compa ny of Ame r ic a Company Number 19739 Insured Giuliani & Kull, Inc. - San Jose Policy Number Endorsement Number 3 Endorsement Effective April 26, 2023 Printed On April 13, 2023 Countersigned by : 25345704 1 SECOND AMENDMENT TO AGREEMENT 567 BETWEEN THE CITY OF CUPERTINO AND GIULIANI & KULL, INC FOR SURVEYING SERVICES This Second Amendment to Agreement 567 between the City of Cupertino and Giuliani & Kull, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Giuliani & Kull, Inc., a (“Contractor”) whose address is 4880 Stevens Creek Blvd, Suite 100, San Jose, CA 95129, and is made with reference to the following: RECITALS: A. On May 17, 2018 Agreement 567 (“Agreement”) was entered into by and between City and Contractor for Surveying Services. B. The City and the Consultant entered into a First Amended Agreement for Surveying Services (“First Amended Agreement”) effective January 27, 2020 with a term expiring on June 30, 2022; and C. The City and the Consultant desire to continue Consultant’s services to the City under the Agreement, and hereby affirm their intent that it remain in full force and effect as amended and restated by this Second Amendment. 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: Term. This Agreement begins on the Effective Date and ends on June 30, 2024 (“Contract Time”), unless terminated earlier as provided herein 2. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $175,000.00 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price 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 in excess of the Contract Price. Exhibit C of the Agreement is replaced with a new Exhibit C-1 attached hereto. 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 GIULIANI & KULL, INC. By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount SO #1 Vallco Town Center Surveying Services (Mosley) 2019-383 2,000.00 SO #2 Parcel Map 10400 S. Stelling (Pagan) 2019-456 1,890.00 SO #3 Lawrence Mitty ALTA Survey (Mosley) 2020-311 48,720.00 SO #4 Final Map Vallco Town Center (W Pagan) 2020-403 4,900.00 SO #5 for Westport (Pagan) 2021-478 6,530.00 SO #6 Vallco Parcel Map (Pagan/Mosley) 2021-506 6,000.00 SO #7 Mary Ave Parcel Map 2022-167 12,540.00 SO #8 for 22690 Stevens Creek Blvd (Chu) 2022-458 0.00 SO #9 City Hall Annex (10455 Torre) (Hattori) 2022-481 5,000.00 TOTAL 87,580.00 Amendment 1 extending term to 6/30/2022 and adding $100,000 Amendment #2 extending term to 6/30/2024 Mark A. Helton President Jul 27, 2022 Christopher D. Jensen Director of Public Works Jul 27, 2022 Jul 27, 2022 SCHEDULE OF HOURLY RATES Effective 1-01-22 The following rates are applicable to hourly rate contracts, extra work items, and per diem accounts: CLASSIFICATION HOURLY RATE Principal Engineer $ 200.00 Senior Engineer $175.00 Associate Engineer $155.00 Assistant Engineer $140.00 Senior Drafter $125.00 Drafter $110.00 Computer Technician $110.00 2-Person Survey Party /GPS $300.00 1-Person Survey Party /GPS $250.00 Clerical $85.00 Expert Witness $350.00 Blueprinting, copying, record maps, filing fees, and additional outside services will be billed at cost plus fifteen (15) percent. last updated 01/01/22 F:/Maria’s Files/Office/masters/hrrate 1-1-22 Exhibit C-1 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/18/2022 24082 Giuliani & Kull, Inc. - San Jose 4880 Stevens Creek Blvd., Suite 100 San Jose, CA 95129 24066 22179 19682 A 2,000,000 X X BZS64614008 4/26/2022 4/26/2023 300,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A X X BAS64614008 4/26/2022 4/26/2023 2,000,000B ESA64614008 4/26/2022 4/26/2023 2,000,000 C X 25345704 4/26/2022 4/26/2023 1,000,000Y1,000,000 1,000,000 D Errors & Omissions 57 OH 0444864-22 4/26/2022 Liability 2,000,000 D Errors & Omissions 57 OH 0444864-22 4/26/2022 4/26/2023 Deductible 5,000 RE: Surveying Services The City of Cupertino, its City Coluncil, officers, officials, employees, agents, servants and volunteers are named as additional insured's as respects to the General Liability per attached form and the Auto Liability per attached form. Per project limits apply. Primary & Non-Contributory wording applies to the General Liability per attached form and the Auto Liability per attached form. Waiver of Subrogation applies to the General Liability per attached form and the Auto Liability per attached form and the Worker's Comp per attached form. E&O covers full prior acts. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 GIUL&KU-02 LBORDELON Micheletti Alternative Insurance Solutions 300 Banner Ct. Suite 1 Modesto, CA 95356 Linda Bordelon, CISR Elite linda@michelettiins.com Ohio Security Insurance Company American Fire & Casualty Company Republic Indemnity Company of America Hartford Fire Insurance Company X 4/26/2023 X X X X X X X X 38 86 of COMMERCIAL AUTO AC 85 43 08 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. CALIFORNIA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT 2021Liberty Mutual Insurance AC 85 43 08 21 Page 1 of 7Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24 EMPLOYEES AS INSUREDS (Including Employee Hired Auto)2 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR -WAIVER OF DEDUCTIBLE 16 HIRED AUTO COVERAGE TERRITORY 22 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto)6 LOAN /LEASE GAP (Coverage Not Available In New York)15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE)17 PERSONAL EFFECTSCOVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 SECTION II -LIABILITY COVERAGE is amended as follows: 1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II -LIABILITY COVERAGE ,Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": d.Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1)Is a partnership or joint venture; or (2)Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3)Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Policy Number BAS64614008 39 86 of 64 6 1 4 0 0 8 00 2 1 5 4 28 0 2021Liberty Mutual Insurance AC 85 43 08 21 Page 2 of 7Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Coverage under this provision d.does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE,Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e.Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f.Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee’s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II -LIABILITY COVERAGE,Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g.Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1)Only with respect to the operation, maintenance or use of a covered "auto"; (2)Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3)Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance. 4. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE ,Coverage Extensions, 2.a. Supplementary Payments ,Paragraphs (2)and (4)are replaced by the following: (2)Up to $3,000 for cost of bail bonds (including bonds for related traffic violations )required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II -LIABILITY,Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III -PHYSICAL DAMAGE COVERAGE ,is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": 40 86 of 2021Liberty Mutual Insurance AC 85 43 08 21 Page 3 of 7Includes copyrighted material of Insurance Services Office, Inc.,with its permission. a.You hire, rent or borrow; or b.Your "employee" hires or rents under a written contract or agreement in that "employee’s" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a.The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1)$50,000; or (2)The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b.The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c.Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d.Subject to a maximum of $1,000 per "accident", we will also cover the actual 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. e.This coverage extension does not apply to: (1)Any "auto" that is hired, rented or borrowed with a driver; or (2)Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee’s" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 7. TOWING AND LABOR SECTION III -PHYSICAL DAMAGE COVERAGE ,Paragraph A.2. Towing ,is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a.For private passenger type vehicles, we will pay up to $75 per disablement. b.For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c.For "medium trucks", we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III -PHYSICAL DAMAGE COVERAGE ,is amended to provide a limit of $50 per day and a maximum limit of $1,500. 9. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage ,is amended by adding the following: a.We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b.Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c.We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. 41 86 of 64 6 1 4 0 0 8 00 2 1 5 4 28 0 2021Liberty Mutual Insurance AC 85 43 08 21 Page 4 of 7Includes copyrighted material of Insurance Services Office, Inc.,with its permission. d.This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e.If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension . f.No deductible applies to this coverage. g.The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11.B. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage ,we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTSCOVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage ,is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE ,B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer’s warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible ,is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III -PHYSICAL DAMAGE COVERAGE ,B. Exclusions ,Paragraph a.of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c.and 4.d.do not apply to: a.Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1)Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2)Designed to be solely operated by use from the power from the "auto’s" electrical system; and (3)Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 42 86 of 2021Liberty Mutual Insurance AC 85 43 08 21 Page 5 of 7Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 15. LOAN /LEASEGAP COVERAGE (Not Applicable In New York) A.Paragraph C. Limit Of Insurance of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1.Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a.Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b.Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c.Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d.Transfer or rollover balances from previous loans or leases; e.Final payment due under a "Balloon Loan"; f.The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g.Security deposits not refunded by a lessor; h.All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i.Any amount representing taxes; j.Loan or lease termination fees; or 2.The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 16. GLASS REPAIR -WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 17. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a.In the charge of an "insured"; b.Legally parked; and c.Unoccupied. 43 86 of 64 6 1 4 0 0 8 00 2 1 5 4 28 0 2021Liberty Mutual Insurance AC 85 43 08 21 Page 6 of 7Includes copyrighted material of Insurance Services Office, Inc.,with its permission. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 18. TWO OR MORE DEDUCTIBLES Under SECTION III -PHYSICAL DAMAGE COVERAGE ,if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible : a.If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b.If the applicable Business Auto deductible is not the smaller (or smallest) deductible ,it will be reduced by the amount of the smaller (or smallest) deductible; or c.If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS ,Paragraph B.2.is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV -BUSINESS AUTO CONDITIONS ,Paragraph A.2.a.is replaced in its entirety by the follow- ing: a.In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)Member, if you are a limited liability company; (4)An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a)How, when and where the "accident" or "loss" took place; (b)The "insured’s" name and address; and (c)The names and addresses of any injured persons and witnesses. 21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSINESS AUTO CONDITIONS ,Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us ,is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 22. HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS ,Paragraph B.7. Policy Period, Coverage Territory ,is amended by the addition of the following: f.For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured’s" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 44 86 of 2021Liberty Mutual Insurance AC 85 43 08 21 Page 7 of 7Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form’s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1.Such "insured" is a Named Insured under such other insurance; and 2.You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 24. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS ,Definition C.is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. 12 6 17 4 of 2009Liberty Mutual Insurance Company. All rights reserved. BP 82 46 06 09 Includes copyrighted material of Insurance Services Office, with its permission.Page 9 of 13 b.For the purposes of the coverage provided by this endorsement, Paragraph E. Liability And Medical Expenses General Conditions the following is added: (1) Representations By accepting this policy, you agree: (a)The statements in the Declarations are accurate and complete; (b)Those statements are based upon representations you made to us; and (c)We have issued this policy in reliance upon your representations. (2) Payment of Deductibles and Coinsurance Amounts The first Named Insured shown in the Declarations is responsible for the payment of all deductible and coinsurance participation amounts. (3) When We Do Not Renew If we decide not to renew this insurance, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. Any State amendatory endorsement changing Nonrenewal Conditions for any part of this policy to which this Endorsement forms a part, shall also apply to this Endorsement. c.For the purposes of the coverage provided by this endorsement, Paragraph H., Other Insur- ance,of the Common Policy Conditions is replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for "damages" or "de- fense expense" we cover under this Endorsement, our obligations are limited as follows: 1.As this insurance is primary insurance, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in 2.below. 2.If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contri- bute by limits. Under this method, each insurer’s share is based on the ratio of its ap- plicable limit of insurance to the total applicable limits of insurance of all insurers. d. Common Policy Conditions The following additional conditions apply with respect to this Endorsement: a.The Common Policy Conditions contained in form BP00 03;and b.Any applicable State amendments thereto. 8. Extended Reporting Periods a.We will provide Extended Reporting Periods, as described below, if: (1)This insurance is cancelled or not renewed; or (2)We renew or replace this Endorsement with insurance that: (a)Has a Retroactive Date later than the date shown in the Declarations of this Endorse- ment; or (b)Does not apply on a claims-made basis. 10 9 17 4 of 64 6 1 4 0 0 8 00 2 3 0 8 28 0 BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT 2016Liberty Mutual Insurance BP 79 96 09 16 Page 1 of 4Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this summary. Actual coverage descriptions are within this endorsement. SECTION SUBJECT A.Supplementary Payments Bail Bonds Loss Of Earnings B.Broadened Coverage For Damage To Premises Rented To You C.Incidental Medical Malpractice Injury D.Mobile Equipment E.Blanket Additional Insured (Owners, Contractors Or Lessors) F.Newly Formed Or Acquired Organizations G.Aggregate Limits H.Duties In The Event Of Occurrence, Offense, Claim Or Suit I.Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II -Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1.The $250 limit shown in Paragraph A.1.f.(1)(b) Coverage Extension -Supplementary Payments for the cost of bail bonds is replaced by a $3,000 limit. 2.The $250 limit shown in Paragraph A.1.f.(1)(d) Coverage Extension -Supplementary Payments for reasonable expenses and loss of earnings is replaced by a $500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1.The last paragraph of Section B.1. Exclusions -Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., l., m., n.and o.do not apply to "property damage". Policy Number BZS64614008 11 0 17 4 of 2016Liberty Mutual Insurance BP 79 96 09 16 Page 2 of 4Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 2.Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations. 3.Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1.Paragraph (4)under Paragraph B.1.j. Exclusions -Applicable To Business Liability Coverage -Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2.With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a."Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1)Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2)The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. b.This coverage does not apply to: (1)Expenses incurred by the insured for first-aid to others at the time of an accident and the Duties in the Event of Occurrence, Offense, Claim or Suit Condition is amended accordingly. (2)Any insured engaged in the business or occupation of providing any of the services described under a.above. (3)Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a.above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1.Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a.Currently in effect or becoming effective during the term of this policy; and b.Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". 2.The insurance afforded to the additional insured is limited as follows: a.The person or organization is only an additional insured with respect to liability arising out of: (1)Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; and (2)Caused in whole or in part by your ongoing operations performed for that insured. b.The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c.The insurance afforded to the additional insured does not apply to: (1)Liability arising out of the sole negligence of the additional insured; (2)"Bodily injury", "property damage", "personal and advertising injury", or defense coverage under the Supplementary Payments section of the policy arising out of an architect’s, en- gineer’s or surveyor’s rendering of or failure to render any professional services including: 11 1 17 4 of 64 6 1 4 0 0 8 00 2 3 0 8 28 0 2016Liberty Mutual Insurance BP 79 96 09 16 Page 3 of 4Includes copyrighted material of Insurance Services Office, Inc.,with its permission. (a)The preparing or approving of maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b)Supervisory, inspection, architectural or engineering activities. (3)Any "occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4)Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3.Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. F. Newly Formed Or Acquired Organizations The following is added to Section C. Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: 1.Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; 2.Section A.1. Business Liability does not apply to: a."Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and b."Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3.Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1.The Aggregate Limits apply separately to each of the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2.The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1.Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the "occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2.Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 11 2 17 4 of 2016Liberty Mutual Insurance BP 79 96 09 16 Page 4 of 4Includes copyrighted material of Insurance Services Office, Inc.,with its permission. I.Section F. Liability And Medical Expenses Definitions is modified as follows: 1.Paragraph F.3.is replaced by the following: 3."Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. 2.Paragraph F.9.is replaced by the following: 9."Insured contract" means: a.A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1)That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured’s rendering or failure to render professional services, including those listed in (2)above and supervisory, inspection, architectural or engineering activities. 3.Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b.Malicious prosecution or abuse of process; WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. ” 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WC 00 03 13 (Ed. 04-84) Schedule Producer Copy State Person or Organization Job Description California City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 All California operations performed by the Named Insured on behalf of the Certificate Holder The premium charge for this endorsement shall be $250. This charge will be billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company Number 19739 Insured Giuliani & Kull, Inc. - San Jose Policy Number 253457-04 Endorsement Number 3 Endorsement Effective April 26, 2022 Printed On April 21, 2022 Countersigned by : 94 17 4 of POLICY NUMBER: BZS64614008 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM BP 04 97 01 06 ISO Properties, Inc., 2004 Page 1 of 1 SCHEDULE* Name Of Person Or Organization: Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III -Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organi- zation shown in the Schedule above. *Information required to complete this Schedule, if not shown above, will be shown in the Declarations. City of Cupertino FIRST AMENDMENT TQ AGREEMENT 2018-11 BETWEEN THE CITY OF CUPERTINO AND GIULIANI & KULL. INC. FOR SURVEYING SERVICES This First Amendment to [.reement 2018-11 between the City of Cupertino and Giuliani & Kull, Inc., for reference dated I 2 '1 (2.02..0 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Giuliani & Ku1l, Inc., a Corporation ("Consultant") whose address is 4880 Stevens Creek Boulevard, San Jose CA 95129, and is made with reference to the following: RECITALS: A. On 5/17/2018, Agreement 2018-11 ("Agreement") was entered into by and between City and Consultant for Surveying Services. B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 3 .1 of the Agreement is modified to read as follows: Term. This Agreement begins on the Effective Date and ends on June 30, 2022 ("Contract Time"), unless terminated earlier as provided herein. 2. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $175,000 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price 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 in excess of the Contract Price. 3. Exhibit D -Insurance Requirements Design Professionals & Consultants Contracts of the Agreement and its accompanying certificates of insurance and endorsements, is replaced with a new Exhibit D -Insurance Requirements Design Professionals & Consultants Contracts and its accompanying certificates of insurance and endorsements, attached hereto. 4. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT &. ByftkL~. ~ Title .~ffe':n'I' Date /-.27-;2.D EXPENDITURE DISTRIBUTION PO #Click here to Encumbered by enter text. Service Order Original $75,000 Amendment #1: $100,000 Amendment #2: Total: $175,000 City Attorney EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 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. 1 f\ a It shall be a requirement that any available insurance proceeds broader than or in excess of the 0;;:cl i,f-t 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 0 ?/\)., broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. )~)~. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," \)-ft' will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (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. 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. J Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's ~'W\ profession, with limits no less than $2,000,000 per occurrence or $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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Sept. 2019 1 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 V 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. Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Sept. 2019 2 GIUL&KU-02 LBORDELON ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) .____ 12/13/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER simi~cT Linda Bordelon, CISR Elite Micheletti Alternative Insurance Solutions PHONE I FAX 300 Banner Ct. Suite 1 (A/C, No, Ext): IA/C, Nol: Modesto, CA 95356 ~~ifJ~ss, linda@michelettiins.com INSURER(S\ AFFORDING COVERAGE NAIC# INSURER A, Massachusetts Bav Insurance Comoanv (>,:-22306 'I, I INSURED INSURER B, Allmerica Financial Benefit ~ ~" 41840 Giuliani & Kull, Inc. -San Jose INSURERC: 4880 Stevens Creek Blvd., Suite 100 INSURER D: San Jose, CA 95129 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· TH)S IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ,':',?P..\-m!,~i POLICY NUMBER ,f.2LICY EFF ,r.2~~i'fv~1 LIMITS LT" /DDNVVVI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 V -=i CLAIMS-MADE [Kl OCCUR ODFD900087 / ~~~4~H9la~I~nce\ X X 4/26/2019 4/26/202(},/' $ 300,000 - MED EXP / Anv one oerson I $ 10,000 - PERSONAL & ADV INJURY $ 2,000,000 ✓ - ~'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY □ ~r8r □ LOC PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ B AUTOMOBILE LIABILITY ~~~~l\'!.~~.;SINGLE LIMIT $ 1,000,000 V' X ANY AUTO X X AWFD900077 V 4/26/2019 4/26/2020\I BODILY INJURY /Per nerson\ $ -OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY /Per accident\ $ - X ~GRT!§Js ONLY X ~aro~vm19 fpfl.?~aWJei,~AMAGE $ _/____ ....._ ) $ / A X UMBRELLA LIAB MOCCUR EACH OCCURRENCE $/ 2,000,000 EXCESS LIAB CLAIMS-MADE ODFD900087 V 4/26/2019 4/26/2020V AGGREGATE $l 2,000,000 OED I I RETENTION $ $"' WORKERS COMPENSATION I ~~~Tl ITE I I ~kH-AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L, EACH ACCIDENT $ pr::~~i/lt~,x~w EXCLUDED? E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: Surveying Services The City of Cupertino, its City Coluncil, officers, officials, employees, agents, servants and volunteers are named as additional insured's as respects to the General Liability per attached form #391-1006-0816 and the Auto Liability per attached form #461-04791212. Per project limits apply. Primary & Non-Contributory wording applies to the General Liability per attached form #391-1003-08 16 and the Auto Liability per attached form #461-047912 12. Waiver of Subrogation applies to the General Liability per attached form #391-1003-08 16 and the Auto Liability per attached form #461-0155 09/97 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ~~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Poli THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement ·amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11 )Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -LIABILITY, C. Who Is An Insured, paragraph 2.a.(1 )(d) does not apply to a nurse, 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury -Broad Form a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (1 O)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION 11 - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION 11 - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; incurred by (5) Expenses "employees" transportation accommodations; including and (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Policy Num er: ODFD900087 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph 8. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional "insured" under SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is primary and non-contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional "insured" as a Named Insured. We will not seek contribution from any other insurance available to the additional "insured" except: (1) For the sole negligence of the additional "insured"; or (2) For negligence arising out of the ownership, maintenance or use of any "auto" not owned by the additional "insured" or by you, unless that "auto" is a "trailer" connected to an "auto" owned by the additional "insured" or by you; or (3) When the additional "insured" is also an additional "insured" under another liability policy. B. This endorsement will apply only if the "accident" occurs: 1. During the policy period; 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written perm it; and 3. Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional "insured". C, Coverage provided to an additional "insured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 461-04791212 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. The following is added to SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, such person or organization is an "insured"; but only to the extent that such person or organization qualifies as an "insured" under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, the most we will pay on behalf of such additional "insured" is the lesser of: (1) The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B. The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional "insured" under SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional "insured" as a Named Insured. We will not seek contribution from any other insurance available to the additional "insured" except: (1) For the sole negligence of the additional "insured"; or (2) For negligence arising out of the ownership, maintenance or use of any "auto" not owned by the additional "insured" or by you, unless that "auto" is a "trailer" connected to an "auto" owned by the additional "insured" or by you; or (3) When the additional "insured" is also an additional "insured" under another liability policy. C. This endorsement will apply only if the "accident" occurs: 1. During the policy period; 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3. Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional "insured". D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 461-04781212 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission 14. AUTO LOAN PHYSICAL DAMAGE EXTENSION The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: When a "loss" results in a total loss to a covered auto you own for which a Loss Payee is designated in this policy, the most we will pay for "loss" in any one --••accTdent" is file greate-rof:---- 1. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2. The outstanding balance of the initial loan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, interest , any charges for early termination of the loan, costs for Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15. AUTO LEASE PHYSICAL DAMAGE EXTENSION The following is added to SECTION 111 - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: If, because of damage, destruction or theft of a covered "auto", which is a long-term leased "auto", the lease agreement between you and the lessor is terminated, "we" will pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due at the time of "loss" under the terms of the lease agreement applicable to the leased "auto" which you are required to pay: less any fees to dispose of the auto; any overdue payments; financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan; and carry over balances from previous leases. This coverage applies only to the initial lease for the covered "auto" which has not previously been leased. This coverage is excess over all other collectible insurance. SECTION IV -CONDITIONS 16. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of· Accident, Claim, Suit Or Loss: d. Knowledge of any "accident", claim, "suit" or "loss" will be deemed knowledge by you when notice of such "accident", claim, "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; or (3) An executive officer or insurance manager if you are a corporation. 17. BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV -BUSINESS AUTO CONDITIONS, A. Loss Conditions is replaced by the following: Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 6 of 7 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the execution of an "insured contract", written agreement, or permit, prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them. 18. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The following is added to SECTION IV BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: · Your unintentional error in disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non renewal. ~~Hanover ~ Insurance GroupM AWFD900077 5701187 19. HIRED AUTO -WORLDWIDE COVERAGE The following is added to SECTION IV - Business Auto Conditions, B. General Conditions, paragraph 7. Policy Period, Coverage Territory provision: e. Outside the coverage territory described in a., b., c., and d. above for an "accident" or "loss" resulting from the use of a covered "auto" you hire, without a driver, or your employee hires without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, provided the suit is brought within The United States of America or its territories or possessions. SECTION V -DEFINITIONS 20. MENTAL ANGUISH Paragraph C. "Bodily injury", SECTION V- DEFINITIONS is replaced by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 7 of 7 GIUL&KU-02 LBORDELON ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 12/13/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 2\?ti!-?-CT Linda Bordelon, CISR Elite Micheletti Alternative Insurance Solutions PHONE I FAX 300 Banner Ct. Suite 1 (AIC, No, Ext): (AIC, No): Modesto, CA 95356 ~~DAJbQQ, linda@michelettiins.com INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A: Reoublic lndemnitv Comoanv of America 22179 INSURED INSURER B: Giuliani & Kull, Inc. -San Jose INSURER C: 4880 Stevens Creek Blvd., Suite 100 INSURERD: San Jose, CA 95129 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1rf~ TYPE OF INSURANCE ADDL SUBR POLICY NUMBER ,r.fWCYEFF ,r.2Ti'i%'fv~1 LIMITS '"~D WVD DDNVVV\ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ f--D CLAIMS-MADE □ OCCUR ~~~b~U9E~~~J.~£"cel f-- $ f--MED EXP /Anv one oerson\ $ f--PERSONAL & ADV INJURY $ GEN•L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl POLICY □ ~m □ LOC PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY ;/,~~~~~~~1?NGLE LIMIT $ ANY AUTO BODILY INJURY /Per oersonl $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY /Per accidenn $ -~llt'Ws ONLY ~&rcf~"mt.9 fp~?~[c~leht~AMAGE $ $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE ~ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ A WORKERS COMPENSATION /t I ~~~Tl IT~ I I ~~H-AND EMPLOYERS' LIABILITY Y/N X 25345701 4/26/2019 4/26/202c,_, 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [Y] E.L. EACH ACCIDENT $ N/A PJt~~irJ~~~~fi~ EXCLUDED? E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ✓ If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space ts required) Waiver of Subrogation applies per attached form #WC306 10/93 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ~!)~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY POLICY Waive:r of Ou:r Right to Recover From Others Endorsement -California WC040306 (Ed. 4-84) We have the right to recover our pa.Yn1ents from anyone liable for an. injury covered by tbls policy, We will not enfvro;,, our right against the person or organization named in the Schedule, This agreement applies only to the extent that you perform. work under a written contract that requ.i,res you. to obtain this agreement from us. You must miµntain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5. 00%ofthe California workers' compensation premium otherwise due on such remuneration. Pe1·son or Oi:ganization Any person or organization for which the named insured:~~ has agreed in a written contract executed prior to · loss to provide this waiv~t Schedule Job Descl'iption RE: EVIDENCE OF INS'CT.RANCE This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America CornpanyNo. 19739 .-=~-LINC(ACORP) er: Endorsement Effective: 4/26/19 Fonn No. WC306 10/93 •I 1111111111111111111111111111111111111 1111111111111 I 1111111111111111111111111111111111111111111111111 RFl112P GIUL&KU-02 LBORDELON ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 12/13/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ij2t\l'~cT Linda Bordelon, CISR Elite Micheletti Alternative Insurance Solutions PHONE I FAX 300 Banner Ct. Suite 1 (A/C, No, Ext): (A/C, No): Modesto, CA 95356 ~r,'1f,J~~~. linda{@.michelettiins.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Hanover Insurance Comoanv 22292 A. INSURED INSURERS: Giuliani & Kull, Inc. -San Jose INSURER C: 4880 Stevens Creek Blvd., Suite 100 INSURER D: San Jose, CA 95129 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. l~f: TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS IM~D WVD IMM/DDNYYY\ '"""DDNVVVI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -=i CLAIMS-MADE □ OCCUR DAMAGE TO RENTED DR~'""ES (Ea occurrence\ $ MED EXP (Anv one oersonl $ - PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ =i POLICY □ ~r8f □ LOC PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident\ - ANY AUTO BODILY INJURY (Per oersonl $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY (Per accident) $ -~llWPsoNLY -~8¥0~~1.~ 1P~9~tc~leWAMAGE $ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAS CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION I ~~~TIITE I I ~iH-AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ PJI~~iFdW1~~B~ EXCLUDED? E,L. DISEASE -EA EMPLOYEE $ If yes, describe under Zl. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Professional Liab LHFD91932700 4/26/2019 4/26/2020 ~ Limit 2,000,000 ✓ A Professional Liab LHFD91932700 4/26/2019 4/26/2020 Deductible 10,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES {ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) RE: Surveying Services Retroactive Date 4/26/19 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ~!)~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CITY OF m DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH Giuliani & Kull, INC. CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of -~tfl-~_____,..__t_}-_1Jrt __ l ________ _ ("Effective Date"), by and between the City of Cupertino , ~uni6ipal corporation ("City"), and Giuliani & Kull Inc. ("Consultant"), a Corporation for Surveying Services -----------------------------("Project"). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the Services "as needed" and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. 2.2 Service Orders. Before is sui ng a Service Order the City Director/D es ignee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation, which the Parties will discuss. Thereafter City Director/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services , deliverables, schedule of performance, compensation and any other applicable terms . Issuance of a Purchase Order is discretionary and the Director/Designee may streamline these procedures , e .g., confening by telephone instead of a meeting, if it is in the City's best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3 .1 Term. This Agreement begins on the Effective Date and ends on June 30 2020 ("Contract Time"), unless terminated earlier as provided herein . 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays . If the Services are divided by tasks , Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in each Service Order. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time , resources and qualified staff to deliver the Projec / Surveying Services Mas ter Des ign Profess ional Agreement/ Rev. Dec. 2017 Pagel of 10 Services on time. Consultant must respond promptly to the City's Service Orders and any change orders that may be issued. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $ 75 000 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price 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 in excess of the Contract Price. 4.2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services ; b . A succinct summary of the Services performed by each such individual; c. The time spent by each individual providing those Services ; d. The applicable hourly billing rate and payment due ; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement , Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's performance of the Services . Consultant is not entitled to health, worker's compensation or other benefits from City. 5.2 Consultant Qualifications. Consultant warrnnts on behalf of itself and its Subconsultants 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 industry practices for similar services performed in the San Francisco Bay Area. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that they are properly licensed, registered , and/or ce11ified to perform the Services as required by law and that they have procured a City Business License . Proj ect Surveying Ser vices Ma ster Des ig n Prof ess ional Agree ment/ Rev. Dec. 201 7 Page 2 of 10 5.4 Subconsultants. Unless prior written approval from City is obtained , only Consultant's employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants to furnish proof of insurance for workers' compensation, commercial liability, auto , and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all Subconsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the tools , materials and equipment required to perform the Services. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City 's request, Consultant will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its Subconsultants , and must take prompt measures to avoid, mitigate, and correct them at its sole expense . 6. PROPRIETARY /CONFIDENTIAL INFORMATION During the Contract Time Consultant 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 pa1ties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study, repo1t , map, plan, drawing, specification, data, record , document or other information or work, in any medium (collectively, "Work Product"), prepared by Consultant in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product prepared/created by Consultant and its Subconsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire", Consultant and Subconsultants hereby assign to City all copyrights to the Work Product when and as created . Consultant may retain copyrights to its standard details , but hereby grants City a perpetual, non-exclusive license to use such details . 7.3 Patents and Licenses. Consultant 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. Projec t Surveyin g Ser vices Master Des ig n Profess ional Agree ment/ Rev. Dec. 2 017 Page 3 of I 0 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 Consultant and Subconsultants to execute or implement any of the following , but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants ; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute pa1t of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides , except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF fo1mats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures . The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supp01ting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8 .2 City will have free and full access to Consultant's books and records for review and audit, to make transcripts or copies , and to conduct a preliminaiy examination of all the work, data , documents , proceedings , and activities related to this Agreement. If a supplemental examination or audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith , City will be entitled to recover from Consultant the costs of the supplemental examination. This Section survives the expiration/te1mination of this Agreement. 9. ASSIGNMENT Consultant 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 Consultant as a legal entity will be considered an Assignment subject to City approval , which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity . This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one year thereafter will reference City contributions in making the Project possible. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers , press releases , posters , brochures , public service announcements , interviews and newspaper articles. No signs may be Project Surveying Se r vices Ma ster Des ig n Prof essional Agreement! Rev. Dec. 2 017 Page 4 of I 0 posted , exhibited or displayed on or about City property, except signage required by law or this Agreement without prior written approval from City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel , Consultant agrees to indemnify, defend , and hold harmless the City, its City Council, boards and commissions, officers, officials , employees, agents, servants, volunteers and consultants ( collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims , actions, causes of action, demands or charges whatsoever against any Indemnitee , including any injury to or death of any person or damage to prope1ty or other liability of any nature ( collectively, "Liability"), that arise out of, pe1iain to , or relate to the negligence , recklessness , or willful misconduct of Consultant, its officers, officials , employees, agents or Subconsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees , and all other costs and fees of litigation. In addition to its indemnity obligations , Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending , and resolving such Liability . b. Claims Involving Intellectual Property. Consultant shall indemnify, defend , and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights , which arises out of, pertains to , or relates to Consultant's negligence , recklessness , or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "a" and "b" above, Consultant shall indemnify, defend, and hold harmless the lndemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pertaining to, or relating to the perfonnance of this Agreement by Design Professional, its employees, officers, officials, agents or Subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary inf01mation. 11.2 Consultant will assist City, at no additional cost , in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions . Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any oflndemnitees ' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. Project Surveying Ser vices Master Des ign Profess ional Agreement/ R ev. Dec. 2017 Page 5 of 10 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees , and all other costs and expenses related to a claim or counterclaim , a purchase order, another transaction, litigation , or dispute resolution. Without waiving any rights , City may deduct money from Consultant 's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences , Consultant shall furnish City with proof of compliance with City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until it has approved receipt of satisfactory ce1iificates of insurance and endorsements evidencing the type , amount, class of operations covered , and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all local , state and federal laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perfo1m. Consultant is responsible for verifying the employment authorization of employees performing the Services , as required by the Immigration Reform and Control Act, or other federal or state law , rule or regulation . 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works " component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City 's Labor Compliance Program , and with state labor laws pertaining to working days , overtime , payroll records and DIR Registration and Oversight. If the Contract Price is $30 ,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant 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. Consultant 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, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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 . Consultant may be required to file a Proj ect Su r veying Ser vices Master Des ig n Prof es sional Agreement/ Rev. Dec. 2 01 7 Pag e 6 of IO conflict of interest fom1 if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws . Services may only be performed by persons who are not employed by City and who do not ha ve any contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by City policies and administrative mies prohibiting gifts to City officials and employees. 13.6 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend , and hold City harmless from and against any loss , liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Winnie Pagan , who shall have the authority to manage this Agreement and oversee the progress and perfmmance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval, the Consultant's Project Manager for all purposes under this Agreement will be Mark Helton , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instrnctions , service orders, and the Schedule of Performance , and providing regular updates to the City's Proj ect Manager on the Project status, progress , and any delays . City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays . 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thi1ty (30) calendar days' written notice to Consultant. Consultant 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. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent ( 10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date . Consultant will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. Project Surveying Ser vices Master Des ign Profess ional Agreement/ Rev. Dec. 2017 Page 7 of 10 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Comt for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in comi. If a dispute arises , Consultant 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. ATTORNEYFEES If City files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs . This attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section survives termination of this Agreement. 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 any breach shall not be deemed to constitute waiver of another term , provision , covenant or condition, or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of every kind or nature between the Pa1ties , and supersedes any other agreements and understandings, 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 the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision . 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 te1ms or provisions of this Agreement. Projec t Survey ing Services Master Des ig n Professional Agreement/ R ev. Dec. 20 17 Page 8 of 10 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 te1ms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall 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 10300 Torre Ave. Cupe1iino CA 95014 Attention: Winnie Pagan Email: winniep@ cupertino.org To Consultant: Giuliani & Kull , In c. Attention : Mark Helton Email: mhelton@ gkengineers.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupe1iino Municipal Code Chapters 3.22 and 3 .23 , is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office . 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant 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 Consultant. This Agreement may be executed in counterpaiis, each one of which is deemed an original and all of which , taken together, constitute a single binding instrument. Project Surveying Services Master Des ign Professional Agreement/ R ev. Dec. 20 17 Page 9 of 10 IN WITNESS WHEREOF, the parties h ave ca u sed th e Agree m ent to be executed . CONSULTANT G iuli ani & Kull , In c. ~- 7 Name Mark A. Helton Titl e ,{Jl7!,(":fl 7 ·~ t/'-..Yc.?L Date 5-/] -/8, Ta x I.D. No .: ------- Pr ojec/ Survey ing Se r vices CITY OF CUPERTINO A M uni ci p a l Corporation By ~::±--, Name Timm Borden Titl e Director of Publi c Wo rk s Date sjr ~ Ir ci I GRACE SCHMIDT ~--2.S < It' C it y C lerk Ma s ter D es ig n Pro f ess iona l Agreem ent/ R el'. D ec . 201 7 Page IO of I 0 Exhibit A Scope of Services Design Professional shall provide certain Surveying services as required and requested by City . Design Professional shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from City's Director of Public Works or authorized Agent as defined in Section 8, Project Coordination and (2) as defined in a fully executed Service Order. Section 1-General Provisions A. Design Professional shall perform all services to the satisfaction of City's Public Works Director or authorized Agent. B. Design Professional shall perform all services under this agreement to the currently prevailing professional standards and quality found among Land Surveying Professionals with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. Design Professional shall perform services under this Master Agreement only by authorization of a fully executed Service Order which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. City shall incorporate each authorized and fully executed Service Order into the terms and conditions of this Master Agreement. D . Design Professional shall begin work only after receipt of a fully authorized and executed Service Order and shall execute the Project work as detailed in the Service Order. Unauthorized services performed by Design Professional shall be at no cost to City. E. City shall designate a Project Manager for each fully executed Service Order under this Agreement. Design Professional shall coordinate the Service Order performance with City's designated Project Manager. Giuliani & Kull, In c. -2018 Exhibit A Maste r Agreement for Surveying Se rvices PAGE 1 OF 4 Section 2. Basic Services As authorized by a fully executed Service Order, Design Professional shall provide Surveying services and subdivision map reviews for private development projects and City's Public Works Projects in accordance with the following: A. General Performance Requirements For each assigned Project: 1. Design Professional shall designate a qualified Project manager and provide to City the names of their team members for the Project. The team members shall be satisfactory to City. Design Professional shall not substitute any team members without the prior approval of City. City retains the right to reject team members assigned by Design Professional or require replacement of team members. 2. Design Professional shall effectively manage and administer the Project for the efficient, progressive, and proactive delivery of the Project. 3. Design Professional shall be responsible for managing and coordinating the work of all sub-Design Professionals and subcontractors. 4. Design Professional shall consult and coordinate with the City and communicate with members of the Project team . 5. Design Professional shall communicate weekly with City's assigned Project Manager to provide an update on the current status of the Project and provide a brief written summary report, as necessary. B. Specific Performance Requirements For each assigned Project, Design Professional may provide any or all of the following tasks and subtasks, as is required for the specific Project: Task 1.0 Subdivision Map Review 1.01 Review parcel maps and/or final maps ("maps") for consistency with any approved Tentative Map, the City of Cupertino Municipal Code and ordinances, State of California Subdivision Map Act, and Professional Land Surveyors Act. Giuliani & Kull, Inc. -2018 Exhibit A Master Agreement for Surveying Services PAGE2 OF 4 1.02 Review maps for technical correctness, including but not limited to, review of preliminary title report and other documents (such as deeds and maps) for existing easement locations and any relevant land encumbrances, closure calculations, relevant record documents used to prepare the map, map format, public easement or right of way dedications, existing and proposed monuments, maps and basis of bearing referenced. 1.03 Upon request by the City, review for compliance and/or conformance with CEQA, on- site development, and public improvement plans. 1.04 Upon request by the City, meet with applicant or City staff to go over new submittal or comments. 1.05 Upon receipt of maps and related documents, all reviews shall be completed within 10 working days for new submittal and within 5 working days for subsequent submittals or as indicated by the City. It is anticipated that most of maps and related documents will be provided electronically to the Design Professional and any comments and responses from the Design Professional will also be received electronically . 1.06 Designate an individual to be assigned as the City Surveyor under direct supervision of the City Engineer. Review, seal and sign final mylar maps and certificates as City Surveyor. Task 2.0 Miscellaneous Services -As Needed Basis 2.01 Review tentative maps or other Planning applications for consistency with the City of Cupertino Municipal Code, State of California Subdivision Map Act, Professional Land Surveyors Act and/or other relevant laws or codes . 2.02 Review lot line adjustment, certificate of compliance, certificate of correction, street or easement vacation, and annexation for consistency with the City of Cupertino Municipal Code, State of California Subdivision Map Act, Professional Land Surveyors Act, and/or other relevant laws or codes. 2.03 Provide field survey to establish monuments or locate existing monuments . Giuliani & Kull, Inc. -2018 Exhibit A Master Agreement for Surveying Services PAGE 3 OF 4 2.04 Assist the City in preparations of legal descriptions and maps for any property transfer to and from the City. 2.05 Provide any other surveying services, GIS base mapping, and related record and data search as requested by the City . Giu li a ni & Kull, Inc. -2018 Exhibit A Maste r Agreement fo r Surveying Services PAGE40F 4 EXHIBIT B Service Order Form Each Service Order for work under this Master Agreement shall be initiated and executed as provided for in the Master Agreement, Section 2.2 Service Order Development. An exemplar of the Service Order form follows. Giuliani & Kull, Inc. -2018 Master Ag re ement for Surveyi n g Services END OF EXHIBIT Exhibit B PAGE 1 OF 1 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT NO.: MA Date: MA Maximum Compensation: MA Term: NTP: MA END DATE: Consultant: Name: Address: Contact: Phone: Project Description: Project Name: [K]Description: (simple project description if appropriate) 0Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget Amount Master Agreement Maximum Compensation: $0.00 Account No.: Project Manager: APPROVALS Consultant: CIP Manager: Total Previously Encumbered to Date: $0.00 Encumbrance this Service Order: $0.00 ------Total Liquidated Encumbrance: $0.00 ------ Master Agreement Unencumbered Balance: $0.00 Date: D ate : Date: Appropriation Certification: I h ereby certify that an unexpended appropriation is avai lable in the above fund for the above contract as estimated and that fund are available as of this date of signature. City Finance: City of Cupertino Master Agreement Manage ment Analyst Date : Page 1 of 1 Service Order No. EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. The City will compensate the Consultant for satisfactory performance of duly authorized Services, based on the hourly rate(s) set forth below . The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include reimbursable expenses, which are addressed below. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Total compensation for Services provided pursuant to a Service Order, including reimbursable expenses, may not exceed the maximum compensation authorized under the Service Order. Consultant Hourly Rates: Designated City Surveyor One-Person Survey Crew Two-Person Survey Crew Assistant Surveyor Computer Technician/ Senior Drafter Clerical/Administrative Support Expert Witness Reimbursable Expenses: $140 $ 200 $ 250 $110 $ 95 $ 75 $ 300 Reimbursable expenses include the cost of items, other than direct labor, specifically required to perform the Services, excluding normal business operating expenses and overhead, which are included in the direct hourly rates set forth above. City will compensate Consultant for such reimbursable expenses only with prior written authorization by the individual designated as the City Representative in Section 8, Project Coordination, of the Agreement. The City will reimburse the Consultant for allowable reimbursable expenses for the documented actual cost only, with no surcharge or markup for Consultant administration. Reimbursable expenses must be separately identified on the Consultant invoice and documentation of each reimbursable expense must be submitted to the City upon request and maintained as required under Section 18, Records, of the Agreement. Allowed reimbursable expenses include, but are not limited to : Gi uli ani & Kull, Inc. -2018 Master Agreement for Surveying Services Exhibit C PAGE 1 OF 2 • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions; • Special software required by City specifically for a project, excluding standard software programs such as Microsoft Office suite applications (i.e. Word, Excel, PowerPoint, Project, etc.); Adobe Acrobat; or standard photo editing programs. • Travel expenses to the extent allowed by City policy, and subject to any limitation on allowable travel expenses under a Service Order, with mileage reimbursed per the current IRS standard mileage rate at the time of travel; • Subconsultants required by project scope of services; • Safety equipment required by City policy or the project scope of services; • Mass mailing notifications; • Special expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. Giuli a ni & Kull, In c. -2018 Master Agreement for Surveying Services END OF EXHIBIT Exhibit C PAGE 2 OF 2 v EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract , at its own cost and expense , the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage , personal injury liability for premises op erations , 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 in surance/self-insurance , and shall b e at least as broad as ISO Fonn CG 20 01 (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 and non-contributory 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. 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. 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. 0 Not required. Con s ultant 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 $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 . OTHER INSURANCE PROVISIONS The aforementioned insuranc e shall be endorse d and have all the following conditions and provisions : Ex h . D-lns uran ce Req uirem ents.for Des ig n Profess io na ls & Co nsultants Co ntracts Form Upda ted Feb . 20 18 1 Additional Insured Status The City of Cupe1tino , its City Council, officers , officials , employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. 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 , orbetter. Verification of Coverage Consultant must furnish acceptable insurance ce1tificates 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 duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above , City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice . Exh. D-Insurance R eq uirements for Design Professionals & Co nsu lt ants Co ntracts Form Updat ed Feb. 20 18 2 GIUL&KU-01 OCAMPO AC:ORDr CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD /YYYY ) ~ 04/23/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Micheletti & Associates tA~8.NJo , Ext): (209) 576-2808 I FAX 515 Lyell Drive, Suite 102 (A/C , No):(209) 530-3888 Modesto, CA 95356 foMDAJ~ss, info@michelettiins.com INSURER/Sl AFFORDING COVERAGE NAIC# INSURER A : Hanover Insurance Comoanv 22292 INSURED INSURER B : Allmerica Financial Benefit 41840 Giuliani & Kull -San Jose, Inc, INSURER C : 4880 Stevens Creek Blvd., Ste 205 INSURER D : San Jose, CA 95129 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOV E FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING AN Y REQUIREMENT, TERM OR CONDITION OF AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHI CH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTA IN , THE INSURANC E AFFORDED BY THE POLIC IES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLI C IES . LIMITS SHOWN MAY HAV E BEEN REDUCED BY PAID CLAIMS. INS R TY PE OF INSURANCE ADDL SUBR POLICY NUMBER POLIC Y EFF POLIC Y EXP LI MITS I Tl> r•ocn wvn IM"'nD NVVY I A X COMMERCIAL GENERAL LIABILITY EAC H OCCURR EN CE $ 2 ,000,000 -D CLA IMS-M ADE [KJ OCC UR DAMAG E TO RENTED X X OHF D316345 00 07/15/2017 07/15/2018 PR ~MISES (Ea occu rrence) $ 300,000 MED EXP (An v one oerso n l $ 10,000 - ~ PERSO NAL & ADV INJUR Y $ 2,000,000 4,000,000 GEN 'L AGGREGATE LIMIT APPLIE S PE R: GE NE RA L AGGR EGATE $ Fl POLI CY [KJ f~r D Loe PRODUCTS -COMP/OP AGG $ 4 ,000,000 OTHER : $ B AUTOMOBILE LIABILITY ~~~~!~~~1?NGLE LIM IT $ 1,000,000 - X ANY AUTO X X AWF D316316 00 07/15/2017 07/15/2018 BODI LY INJUR Y (Per oersonl $ --OW NED SC HEDU LED -AUTOS ONLY f--AUTOS BODIL Y IN JURY /Per acci dentl $ X HI RED X NON-OWNED i p~?~fc%1;,~1~AMAG E $ -AUTOS ON LY -AUTOS ONLY $ A X UMBRELLA LIAS M OCC UR EAC H OCC URREN CE $ 10,000,000 ~ OHF D316345 00 07/15/2017 07/15/2018 EXCESS LIAS CLAI MS -MA DE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STAT UTE ER YIN ANY PROPR IET OR/PARTNER/EXECU TIVE D NIA E.L. EAC H ACCI DENT $ OFFI CER/MEMBER EXCLU DED ? (Mandatory in NH) E.L. DIS EAS E -EA EMPLOY EE $ If yes , describe under DE SCR IPTIO N OF OPE RATI ONS be low E.L. DISEASE -PO LI CY LIM IT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remark s Sche dul e, ma y be attache d if more spa ce is requ ired) Re : Surveying Services The City of Cupertino, its City Council , officers, officials, employees, agents, servants and volunteers are named as additional insured's as respects the general liability per the attached form #391-1006-0816. Per project limits apply. Primary wording per the attached form #391-1003-08 16 and waiiver of subrogation per the attached form #391-1003-08 16 and additional insured as respects the auto including primary wording per the attached form #461-0479 12 12, waiver of subrogation applies per the attached form #461-0155 (9/97) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHO RIZED REPRESENTATIVE I o~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved . The ACORD name and logo are registered marks of ACORD Pol icy #OHF D316345 00 J THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract , Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment , Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice Employed Nurses EMT's and Paramedics Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below . The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract , written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury" "property damage" or "personal and advertising injury" caused in whole or in part , by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to : (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit ; (2) Premises you own , rent , lease or occupy; or (3) Your maintenance , operation or use of equipment leased to you . b. The insurance afforded to such additional insured described above: (1) Only applies to the extent perm itted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract , written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury" "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includ es copyrighted material s of In surance Services Offices, Inc ., with its permission. Page 1 of 6 c. This provis ion does not apply : ( 1) Unless the written contract or written agreement was executed or permit was issued prior to the bod ily injury" "property damage ", or "personal injury and advertising injury". (2) To any person or organizat ion included as an insured by another endorsement issued by us and made part of this Coverage Part . (3) To any lessor of equipment: (a) Afte r the equipment lease expires ; or (b) If the "bodily injury" "property damage" "personal and advert ising injury" arises out of sole negligence of the lessor (4) To any : (a) Owners or other interests from whom land has been leased if the "occurrence " takes place or the offense is committed after the lease for the land expires ; or (b) Managers or lessors of pre m ises if: (i) The "occurrence " takes place or the offense is committed after you cease to be a tenant in that prem ises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations , new con- struct ion or demolition operations performed by or on beha lf of the manager or lessor. (5) To "bodily injury" "property damage" or "persona l and advertising injury" arising out of the rendering of or the failure to render any professional services . This ex clusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring , employment , training or monitoring of others by tha t insured , if the "occu rrence " which caused the "bodily injury" or "property damage " or the offense which caused the "personal and advertising injury" involved the rendering of or failu re to render any professional services by or for you . d. With respect to the insurance afforded to these add itional insureds , the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance : The most we will pay on behalf of the additional i nsured fo r a covered claim is the lesser of the amount of insurance : 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Ava i lable under the applicable Lim its of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e . All other insuring agreements , exclusions , and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organizat ion that is . a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured , but only wit h respect to liability for "bodily injury " or "property damage" aris ing ou t of "your products " wh ich are distributed or sold in the regular course of the vendor 's business b. The insurance affo rded to such vendor described above : (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are requ ired by the contract or agreement to provide for such vendor ; (3) Will not be broade r than coverage provided to ~my other insured ; and (4) Does not apply if the "bodily injury " "property damage" or "personal and advert ising injury" is otherwise excluded from coverage under this Coverage Part , including any endorsements thereto c. W ith respect to insurance afforded to such vendors , the following additional exclus ions apply: The insurance afforded to the vendor does not apply to : (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contra ct or agreement ; (2) Any express warranty unauthorized by you ; 391 -1006 08 16 In cludes copyrig hted mate ri a ls of In sura nce Services Offices , Inc ., wit h its perm iss io n. Page 2 of 6 (3) Any physical or chemical change in the product made i ntentionally by the vendor ; (4) Repackag ing , unless unpacked solely for the purpose of inspection , demonstration , testing , or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container ; (5) Any failure to make such inspection , adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product ; (6) Demonstration , installation , servic ing or repair operat ions , except such operations performed at the vendor's premises in connect ion with the sale of the product ; (7) Products which , after distribution or sale by you, have been labeled or relabeled or used as a container , part or ingredient of any other thing or substance by or for the vendor; (8) "Bodi ly inju ry or property damage arising out of the sole negligence of the vendor for its own acts or om 1ss1ons or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to : (a) The exceptions contained within the ex clus ion in subparagraphs (4) or (6) above ; or (b) Such inspect ions, adjustments , tests or serv icing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products . (9) "Bodily injury" or "property damage" arising out of an "occurrence " that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and ma de part of th is Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ing redient , part or containe r, entering into , accompanying or contain ing such produ cts . d . With respect to the insurance afforded to th ese vendors , the following is add ed to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance : The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance : 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations ; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . 3. Alienated Premises SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following : (2) Premises you sell, give away or abandon , if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you , or should have reasonably been known by you , at the time the property was transferred or abandoned . 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY , B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations . Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods " while on your premises nor to the use of elevators . b. For the . purposes of th is endorsement , the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions : 1. "Customers goods " means property of your customer on your premises for the purpose of being: a. Worked on ; or b. Used i n your manufacturing process . c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether prima ry, excess, con tingent or on any other basis . 5 . Incidental Malp ractice -Employed Nurses, EMT's and Paramedics SECTION II -LIABILITY, C. Who Is An Insured , paragraph 2.a.(1)(d) does not apply to a nurse , 391 -1006 08 16 In clu des co pyri g hted ma teri a ls of In sura nce Serv ices Offi ces, In c., wit h its perm iss io n. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical , paramedical, surgical , dental , x -ray or nurs ing services. 6. Personal Injury -Broad Form a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted . b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertis ing injury", paragraph b. is replaced by the following : b. Malicious prosecution or abuse of process . c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination " unless insurance the reof is proh i bited by law) that results in injury to the feelings or reputat ion of a na tural person , but only if such "discrimination " is (1) Not done intentionally by or at the direction of: (a) The insured ; (b) Any officer of the corporation , director, stockholder , partner or membe r of the insured ; and (2) Not directly or indirectly related to an "employee", not to the employment , prospect ive employment or termination of any person or persons by an insured . d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination " means the unlawful treatment of individuals based upon race, color , ethnic origin, gender, religion , age , or se x ual preference "Discrimination " does not include the unlawful treatment of individuals based upon developmental, physical, cognitive , mental , sensory or emotional impairment or any combination of these . e. This coverage does not apply if liab ility cove rage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto . 7. Product Recall Expense a. SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired Property is replaced by the following : o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or ex pense incurred by you or others for the loss of use , withdrawal , recall , inspection, repair , replacement , adjustment , removal or disposal of: (1) "Yourproduct" (2) "Your work " or (3) "Impa ired property " If such product , work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous cond ition in it, but th is exclusion does not apply to "product recall ex penses " that you incur for the "covered recall " of "your product " However, the exception to the exclus ion does not apply to "prod uct recall ex penses " resulting from (4) Failure of any products to accomplish the ir intended purpose ; (5) Breach of warrant ies of fitness, quality , durability or performan ce ; (6) Loss of customer approval , or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured ; (9) A condition likely to cause loss of wh ich any insured knew or had reason to know at the inception of this insurance; (1 O)Asbestos, including loss , damage or clean up resulting from asbestos or asbestos containing mate ria ls; or (11)Recall of "your products " that have no known or suspected defect solely because a known or suspected defect in another of "your products " has been found . b. The follow ing is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense " arising out of any withdrawal or recal l that occurred before you acquired or formed the orga nization . 391 -1006 08 16 Includ es co pyri ghted mate ria ls of In surance Services Offi ces, In c ., with its pe nniss ion. Page 4 of 6 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds ; (2) "Covered Recalls initiated or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses " incurred for all "covered recalls " initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses " in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence" e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses " in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible . We may, or will if required by law, pay all or any part of any deductible amount, if applicable . Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid . The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months , starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION 11 - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall " that may result in "product recall expense " (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release , shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product " has resulted or will result in "bodily injury " or "property damage" 2. "Product recall expense s "means a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage ; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc ., with its permis sion . Page 5 of 6 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you ; (3) Remuneration paid to your regular "employees " for necessary overtime; (4) Hiring additional persons, other . than your regular "employees" incurred by (5) Expenses "employees" transportation accommodations ; including and (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product" but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage " as a result of such disposal , you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall " This Product Recall Expense Coverage does not apply: (1) If the "products -completed operations hazard " is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense " arising out of any of "your products " that are otherwise excluded from coverage under this Coverage Part including endorsements thereto . 8. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence" offense claim or "suit" solely due to your reasonable and documented belief that the "bodily injury ", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS , CONDITIONS , AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of In sura nce Services Offices, Inc ., with it s perm ission . Page 6 of 6 1. SECTION I -PROPERTY, if two or more of this coverage part 's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 2. SECTION II -LIABILITY, it is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us , or any company affiliated with us , do not provide any duplication or overlap of coverage for the same claim "suit" "occurrence" offense accident "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, suit occurrence offense accident "wrongful act" or loss the maximum Limit of Insurance under all such Coverage Parts , forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form , endorsement or policy . This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period , the broadened coverage will immediately apply to this policy . H. Other Insurance 1. SECTION I -PROPERTY If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But , we will not pay more than the applicable Limit of Insurance of SECTION I -PROPERTY. 2. SECTION II -LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II LIABILITY , our obligations are limited as follows: a. Primary Insurance This insurance is primary except when paragraph b. below applies . If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary . Then , we will share with all that other insurance by the method described in paragraph c. below. However, if you agree in a written contract, written agreement, or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory , we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire , Extended Coverage , Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION II - LIABILITY, Exclusion g. Aircraft, Auto or Watercraft; and (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under SECTION II - LIABILITY 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 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc ., wi th its permission . Page 79 of 81 insured's rights against all those other insurers. c. When this insurance is exc ess 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 . d. We will share the remaining loss , if any , with any other insurance that is not described in this provision and was not bought spec ifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares , we will follow this method also. Under this approach each insurer contributes equal amounts unt il it has paid its applicable Limit of Insurance or none of the loss remains , whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method each insurer's share is based on the ratio of its applicable Limi t of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess , we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend . 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. I. Premiums 1. The first Named Insured shown in the Declarations : a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarat ions was computed based on rates in effect at the time the policy was issued . On each rene w al , continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent , you may continue this policy in force by paying a continuation premium for each successive one-year period . The premium must be : a. Paid to us prior to the anniversary date ; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply . If you do not pay the continuation premium , this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared ex posures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations . If so , we may require an additional premium . That premium will be determined in accordance with ou r rates and rules then in effect. J . Premium Audit 1. This policy is subject to audit if a premium des ignated as an advance premium is shown in the Decla ra tions. We will compute the final premium due when we determine your actual ex posures . 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured . The due date for audit premiums is the date shown as the due date on the bill . If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured . 3. The first Named Insured must keep records of the information we need for premium computat ion and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I -PROPERTY Coverage : If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothi ng after loss to impair them. But you may waive your rights against another party in writing: 391 -1003 08 16 In cl ud es copyri g ht ed mate ri a l of In sura nce Services Offi ce , In c., with its pe rmi ss io n . Page 80 of 81 insured's rights against all those other insurers . c. 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 . d. We will share the remaining loss , if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage . e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also . Under this approach each insurer contributes equal amounts until it has pa id its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits . Under this method each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend . 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 . I. Premiums 1. The first Named Insured shown in the Declarations : a. Is responsible for the payment of all premiums ; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued . On each renewal, continuation or anniversary of the effective date of this policy , we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent , you may continue this policy in force by paying a continuation premium for each successive one-year period . The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above . Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations . If so , we may require an additional premium . That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual ex posures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured . The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured . 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I -PROPERTY Coverage : If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them . But you may waive your rights against another party in writing : 391-1003 08 16 Includes copyrighted material of In sura nce Services Office, In c., with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property . b. After a loss to your Covered Property only if, at time of loss , that party is one of the following : (1) Someone insured by this insurance ; (2) A business firm : (a) Owned or controlled by you ; or (b) That owns or controls you ; or (3) Your tenant. You may also accept the usual bills of lading or shipp ing rece ipts limiting the liability of carriers . This will not restrict your insurance . 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has righ ts to recover all or part of any payment we have made under this Coverage Part , those rights are transferred to us . The insured must do nothing after loss to impair such rights . At our request , the insured will bring "suit " or transfer those rights to us and help us enforce them . We waive any right of recovery we may have against any person or organ ization with whom you have a written contract , permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work " done under a contract w ith that person or organization and included in the "products- completed ope rations hazard " This cond it ion does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured . If you die, your rights and duties will be transferred to your legal representative but only while that lega l representa ti ve is acting within the scope of their duties as your legal representative . Until your legal representative is appointed , anyone with prope r temporary custody of your property will ha ve your rights and duties bu t only with respect to that property. 391 -1003 08 16 In cl udes copyri g hted materi a l of In sura nce Services Office, I nc., wi th its pe rmi ss ion . Page 81 of 81 Policy #A WF D316316 00 THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY . DESIGNATED ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as . an additional "insured " under SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is primary and non-contributory, the following applies : The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional "insured" as a Named Insured. We will not seek contribution from any other insurance available to the additional "insured" except: (1) For the sole negligence of the additional "insured"; or (2) For negligence arising out of the ownership, maintenance or use of any "auto " not owned by the additional "i nsured " or by you , unless that "auto" is a "trailer" connected to an "auto" owned by the additional "insured " or by you; or (3) When the additional "insured" is also an additional "insured" under another liability policy. B. This endorsement will apply only if the "accident" occurs : 1. During the policy period ; 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3. Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional "insured". C. Coverage provided to an additional "insured" will not be broader than coverage provided to any other "insured" under this Coverage Part . ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 461-0479 12 12 Includes copyrighted material of ISO In surance Services Office, Inc ., wi th its permission !&~Hanover ~ Insurance Group - AWFD316316 5701187 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. CANCELLATION EXTENSION Paragraph A. CANCELLATION 2. b. of the COMMON POLICY CONDITIONS is replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. SECTION I -COVERED AUTOS 2 . EMPLOYEE HIRED "AUTOS" Description Of Covered Auto Designation Symbols; Symbol 8 is replaced by the following: 8 = Hired "Autos" Only -Only those "autos" you lease , hire, rent or borrow; including "autos" your employee hires at your direction , for the purpose of conducting your business . This does not include any "auto" you lease , hire, rent , or borrow from any of your "employees" or partners or members of their households . SECTION II -LIABILITY COVERAGE 3 . BROADENED NAMED INSURED The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision : d . Any business entity for which you have a financial interest greater than 50 % of the voting stock or otherwise have a controlling interest after the effective date of this policy or that is newly acquired or formed by you during the term of this pol icy . The coverage provided by this provision is afforded until expiration or termination of this policy , whichever occurs earlier. The coverage provided by this provision does not apply to any business entity described in d. above that qualifies as an insured under any other automobile liability policy issued to that business entity as a named insured or would have been an insured except for the exhaustion of the policy lim its or the insolvency of the insurer. The coverage provided by this provision does not apply to "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or fo r ming the business ent ity described in d . above . Includes copyrighted material of Insurance Services Office , Inc . with its permission , Copyright, Insurance Services Office, Inc ., 1996 461-0155 (9-97) Page 1 of 7 4. EMPLOYEES AS INSUREDS The following is added to the SECTION II • LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision : e . Any employee of yours is an "insured" while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs . 5 . SUPPLEMENTARY PAYMENTS The following amends SECTION II - LIABILITY COVERAGE , Paragraph 2 . Coverage Extensions provision: Paragraph (2) is replaced by the following : (2) Up to $2500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds . Parag raph (4) is replaced by the follow i ng: (4) All reasonable ex penses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of t i me off from work . 6. AMENDED FELLOW EMPLOYEE EXCLUSION The following is added to the SECTION 11 • LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion : This exclusion does not apply if the "bodily injury" arises from the use of a covered "auto" you own o r hire. This coverage is ex cess over any other collectible insurance SECTION 111 -PHYSICAL DAMAGE COVERAGE. 7. EXPENSE OF RETURNING A STOLEN "AUTO" and SIGN COVERAGE The following is added to SECTION Ill • PHYSICAL DAMAGE COVERAGE, A.1. COVERAGE: d . Expense Of Returning A Stolen "Auto" We will pay for the expense of returning a covered "auto" to you. e . Sign Coverage We will pay for loss to signs, murals , paintings or graphics , as part of equipment , which are displayed on a covered "auto". The most we will pay for "loss" in any one "accident" is the lesser of: 1. The actual cash value of the property as of the time of the "loss"; or 2. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality ; or 3 . $2 ,000 . 8. GLASS BREAKAGE DEDUCTIBLE The following is added to SECTION 111 • PHYSICAL DAMAGE COVERAGE, A. COVERAGE paragraph 3. Glass Breakage· Hitting a Bird or Animal -Falling Objects or Missiles : Any deductible shown in the Declarations as applicable to the Includes copyrighted material of Insurance Services Office, Inc . with its permission . Copyright , Insurance Services Office , Inc ., 1996 461 -0155 (9-97) Page 2 of 7 covered "auto" will not apply to glass breakage if such glass is repaired, rather than replaced . 9. TRANSPORTATION EXPENSE Paragraph 4. Coverage Extension . of SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE is replaced with the following: 4 . Coverage Extension We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type . We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for tern porary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy s expiration, when the covered "auto" is returned to use or we pay for its "loss". 10. HIRED AUTO PHYSICAL DAMAGE The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 5 . Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and if Physical Damage Coverage of Comprehensive , Specified Causes of Loss, or Collision is provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverage(s) provided is extended to "autos" you hire without a driver or your employee hires, without a driver, at your !&~Hanover ~ Insurance Group- AVVFD316316 5701187 direction , for the purpose of conducting your business, for a period of 30 days or less, of like kind and use as the "autos" you own, subject to the following : The most we will pay for any one loss is the lesser of the following : a. $50 ,000 per accident, or b. cash value , or c. the cost of repair , minus the deductible equal to the lowest deductible applicable to any owned "auto" for that coverage . Any deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. Subject to the limit and deductible stated above, we will provide coverage equal to the broadest coverage provided to any covered "auto" you own , that is applicable to the loss . If the loss arises from an accident for which you are legally liable and the lessor incurs an actual financial loss from that accident , we will cover the lessors actual financial loss of use of the hired "auto" for a period of up to seven consecutive days from the date of the accident, subject to a limit of $1 ,000 per accident. 11. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 6 . Audio, Visual and Data Electronic Equipment Coverage We will pay for "loss" to any electronic equipment that receives Includes copyrighted material of Insurance Services Office , Inc . with its permission. Copyright , Insurance Services Office , Inc ., 1996 461-0155 (9-97) Page 3 of 7 or transmits audio , visual or data signals and that is not designed solely for the reproduction of sound . This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered auto at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto s" electrical system, in or upon the covered "auto", including its antennas and other accessories. However , this does not include tapes, records or discs . The exclusions that apply to PHYSICAL DAMAGE COVERAGE , except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided herein . In addition, the following exclusions apply : We will not pay , under this coverage, for either any electronic equipment or accessories used with such electronic equipment that is : 1. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto s" operating system ; or 2. Both: a . An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto", and b. Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. With respect to coverage herein, the LIMIT OF INSURANCE provis ion of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1. The most we will pay for all "loss" to audio , visual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality ; or C. $500 . 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss". 3. Deductibles applicable to PHYSICAL DAMAGE COVERAGE , do not apply to this Audio, Visual and Data Electronic Equipment Coverage. If there is other coverage provided by this policy for audio, visual and data electronic equipment, the coverage provided herein is Includes copyrighted material of Insurance Services Office , Inc. with its permission . Copyright, Insurance Services Office , Inc ., 1996 461-0155 (9-97) Page 4 of 7 excess. However, you may elect to apply the limit or any portion thereof of coverage provided herein to pay any deductible that is applicable under the provisions of the other coverage. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 7. Rental Reimbursement and Material Transfer Expense This coverage provides only those Physical Damage Coverages where a premium is shown in the Declarations. It applies only to a covered "auto" described or designated to which the Physical Damage Coverages apply . We will pay for auto rental expenses and the expenses , incurred by you because of "loss" to a covered "auto", to remove and transfer your materials and equipment from the covered "auto" . Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. We will pay only for those auto rental expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy s expiration, with the lesser of the following number of days : 1. The number of days reasonably required to repair or replace the 4 ~Hanover ~ Insurance Group- AVVFD316316 5701187 covered"auto". If loss is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and transport it to a repair shop . 2. 60 days. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred , including loss of use. 2 . $3000 . This auto rental expense coverage does not apply while there are spare or reserve "autos" available to you for your operations . If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. 4. Coverage Extension . 13 . AIRBAG COVERAGE The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, B. Exclusions, paragraph 3. The portion of this exclusion relating to mechanical or electrical breakdown does not apply to the accidental discharge of an airbag. This coverage is excess of other collectible insurance or warranty. No deductible applies to this Airbag Coverage. Includes copyrighted material of Insurance Services Office, Inc. with its permission . Copyright, Insurance Services Office , Inc ., 1996 461-0155 (9-97) Page 5 of 7 14. AUTO LOAN PHYSICAL DAMAGE EXTENSION The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: When a "loss" results in a total loss to a covered auto you own for which a Loss Payee is designated in this policy, the most we will pay for "loss" in any one "accident" is the greater of: 1. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2. The outstanding balance of the initial loan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, interest , any charges for early termination of the loan , costs for Credit Life Insurance , Health , Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15. AUTO LEASE PHYSICAL DAMAGE EXTENSION The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision : If, because of damage, destruction or theft of a covered "auto", which is a long -term leased "auto", the lease agreement between you and the lessor is terminated , "we" will pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due at the time of "loss" under the terms of the lease agreement applicable to the leased "auto" which you are required to pay : less any fees to dispose of the auto ; any overdue payments; financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage ; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance , Health, Accident or Disability Insurance purchased with the loan ; and carry over balances from previous leases . This coverage applies only to the initial lease for the covered "auto" which has not previously been leased. This coverage is excess over all other collectible insurance . SECTION IV -CONDITIONS 16 . DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss: d. Knowledge of any "accident", claim, "suit" or "loss" will be deemed knowledge by you when notice of such "accident", claim, "suit" or "loss" has been received by : (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; or (3) An executive officer or insurance manager if you are a corporation . 17 . BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV -BUSINESS AUTO CONDITIONS, A. Loss Conditions is replaced by the following : Includes copyrighted material of Insurance Services Office , Inc. with its permission . Copyright, Insurance Services Office , Inc., 1996 461-0155 (9-97) Page 6 of 7 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the execution of an "insured contract", written agreement , or permit , prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us . That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them . 18. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The following is added to SECTION IV BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud : Your unintentional error in disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form . However, this provision does not affect our right to collect additional premium or ex ercise our right of cancellation or non renewal. !&~Hanover ~ Insurance Group- AVVFD316316 5701187 19. HIRED AUTO -WORLDWIDE COVERAGE The following is added to SECTION IV - Business Auto Conditions, B. General Conditions , paragraph 7. Policy Period, Coverage Territory provision : e. Outside the coverage territory described in a., b ., c., and d. above for an "accident" or "loss" resulting from the use of a covered "auto" you hire, without a driver, or your employee hires without a driver, at your direction , for the purpose of conducting your business , for a period of 30 days or less, provided the suit is brought within The United States of America or its territories or possessions. SECTION V -DEFINITIONS 20 . MENTAL ANGUISH Paragraph C. "Bodily injury", SECTION V - DEFINITIONS is replaced by the following : C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these . Includes copyrighted material of Insurance Services Office , Inc. w ith its permission . Copyright , Insurance Services Office , Inc ., 1996 461-0155 (9 -97) Page 7 of 7 GIUL&KU-01 OCAMPO ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 04/23/2018 THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Micheletti & Associates tA~8.NJo . Ex t): (209) 576-2808 I r.& No):(209) 530-3888 515 Lyell Drive, Suite 102 Modesto , CA 95356 ~!l~~ss: info@michelettiins.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Reoublic Insurance Comoanv INSURED INSURER B: Giuliani & Kull · San Jose, Inc, INSURER C : 4880 stevens Creek Blvd ., Ste 205 INSURER D: San Jose, CA 95129 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED B Y PAID CLAIMS. l~t: TYP E OF INS URANCE ADDL SUBR POLIC Y NUMBER POLICY EFF POLICY EXP LIMITS IIJ~D wvn '"'"DDNYVVI IM···--·---v1 COMMERCIAL GENERAL LIABILITY EAC H OCCURRENCE $ ~ D CLAIMS-MADE D OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $ MED EXP (Anv one oerson\ $ - PERS ONAL & ADV INJU RY $ - GEN'L AGGREGATE LIMIT APPLIE S PER : GENERA L AGGREGATE $ =l POLI CY D rr8,= D LOC PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY ~~~~t~~~tf'NGLE LIMIT $ >-- ANY AUTO BODILY INJURY /Per oersonl $ ~ OWNED ~ '"""'" ~ AUTOS ONLY AUTOS BOD IL Y INJURY /Per accident) $ HIRED NON-OWNED /p~?~fc~di;,~t~AMAGE $ -AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB H OCCUR EAC H OCCURRENCE $ - EXCESS LIAB CLAIM S-MADE AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION X I ~ffTUTF I I OTH- AND EMPLOYERS' LIABILITY ER YIN X 163133-14 09/01/2017 09/01/2018 V 1,000,000 ANY PRO PRIETOR/PA RTNER/E XECUTI VE D E.L. EACH ACC IDENT $ OF FI CER/M EMBER EXC LUDED ? N/A 1,000,000 (Mandatory in NH) E.L. DI SEASE -EA EMPLOYEE $ If yes . describe under DES CR IPTION OF OPERATIONS below E.L. DISEASE -POLIC Y LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule , may be attached if more space is required) Re: Surveying Services Waiver of subrogation applies per the attached form CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I o~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY POLICY Waiver of Our Right to Recover From Others EndoJrSement -California WC040306 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not euf0rcc 0ur right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that reqtti,res you to obtain this agreement from us. You must miiintain payroll records accurately segregating the remnneration of your employees while engaged in the work described in the Schedule. The additional premium for this. endorsement shall be 5. O 0% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Desctiption Any person or organization for which the named insured has agreed in a written contract executed prior to loss to provide this waiv~~ RE: EVIDENCE OF INSURANCE '.; .; This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company No. 19739 . Insured: Gf91,IANI AND KULL INC (A CORP) Policy Numb~r: 163133-14 Endorsement Number: Endorsement Effective: 9/1 /17 Form No. WC306 10/93 I llllll lllll lllll lllll llHl-lilll 111111111111111111 1111111111111111111111 IIIII IIIII IIIII II III IIII IIII RF1172P GIUL&KU-01 OCAMPO ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD /YYYY ) ~ 05/15/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NA ME: Micheletti Alternative Insurance Solutions i/,8,NJo , Ext): (209) 576-2808 I FA X 300 Banner Ct. Suite 1 (A/C, No):(209) 530-3888 Modesto, CA 95356 ic%A~~ss : info@michelettiins.com INSURER/Sl AFFORDING COVERAGE NA IC# INSURER A : Hanover Insurance Comoanv 22292 INSURED INSURER B : Giuliani & Kull • San Jose, Inc, INSURER C : 4880 stevens Creek Blvd., Ste 205 INSURER D : San Jose, CA 95129 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLI CIES OF INSURANCE LISTED BELOW HA VE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERIOD INDICATED . NOTWITHSTANDI NG AN Y REQUIREMENT , TERM OR CONDITION OF AN Y CONTRACT OR OTHER DO CUMENT WITH RESPECT TO WHI CH THIS CERT IFI CATE MAY BE ISSUED OR MA Y PERTAIN , THE INSURAN CE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EX CLUSIONS AND CONDITIONS OF SU CH POLIC IES . LI MITS SHOWN MA Y HAVE BEEN REDUCED BY PAID CLA IMS . l~J: TYPE OF INSURANCE 1.?Jlr\-~l POLIC Y NU MBER POLICY EFF POLIC Y EXP LIMITS IMMl nD NYYY \ COMMERCIAL GENERAL LIABILITY EAC H OCCURR EN CE $ -D CLAIMS-MA DE D OCCUR ~~~~lf;~J9E~~~J~rP.nce l -$ -MED EXP IAn v one oersonl $ PERSONA L & ADV IN JUR Y -$ ~'L AGG REGATE LI MIT APPLIE S PER : GEN ERA L AGG REG ATE $ POLI CY D ~rg, D LO G PRO DU CTS -COM P/OP AGG $ OTHE R: $ AUTOMOBILE LIABILITY - COMB INED SIN GLE LI MIT /Ea acc id ent\ $ ANY AUTO BO DIL Y INJURY /Per oe rsonl $ -OW NED -SC HED ULED -AU TOS ONLY -AUTOS BODILY INJUR Y /Per acciden t) $ HI RE D NON-OWN ED FROPERTY t~AMAG E -AUTOS ON LY -AUTOS ONLY Per accident $ $ UMBRELLA LIAB H OCC UR EAC H OCCUR REN CE $ ~ EXCESS LIAB CLAIM S-MADE AGG RE GATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH - AND EMPLOYERS ' LIABILITY STATUTE ER YIN ANY PROPR IETOR/P ART NER/EXECUTI VE D NIA E.L. EAC H ACC IDENT $ OFFIC ER/MEMBER EXC LUDE D? (Mandatory in NH) E.L. DI SEAS E -EA EMPLOY EE $ If yes . describe unde r DESCR IPTI ON OF OPE RATIONS below E.L. DISEAS E -POLI CY LIMIT $ A Professional Liab. LHF A880616-02 03/22/2018 03/22/2019 Limit 2,000 ,000 A Professional Liab. LHF A880616-02 03/22/2018 03/22/2019 Deductible 25,000 DESCR IPTION OF OPERATIONS / LOCATIONS / VEHI CLES (ACORD 101, Additional Remark s Sched ul e, may be atta ched if more spa ce is required) Re: S urveying Services Retroactive Date -3/22/95 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I o~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registered marks of ACORD Amendment 3 Giuliani & Kull for Surveying Services Final Audit Report 2024-06-26 Created:2024-06-24 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAFnyngZNRVTrCmJoTrKuYNn2EXrowqgk9 "Amendment 3 Giuliani & Kull for Surveying Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-06-24 - 1:30:44 AM GMT- IP address: 35.229.54.2 Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval 2024-06-24 - 1:34:50 AM GMT Email viewed by Jindy Gonzalez (jindyg@cupertino.org) 2024-06-24 - 3:00:30 AM GMT- IP address: 104.47.73.126 Document approved by Jindy Gonzalez (jindyg@cupertino.org) Approval Date: 2024-06-24 - 3:00:37 AM GMT - Time Source: server- IP address: 174.85.102.16 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-06-24 - 3:00:48 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-06-24 - 7:08:45 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to mhelton@gkengineers.com for signature 2024-06-24 - 7:08:56 PM GMT Email sent to mhelton@gkengineers.com bounced and could not be delivered 2024-06-24 - 7:18:40 PM GMT Email sent to mhelton@gkengineers.com bounced and could not be delivered 2024-06-25 - 4:31:51 PM GMT- IP address: 174.85.102.16 Webmaster Admin (webmaster@cupertino.org) replaced signer mhelton@gkengineers.com with mhelton@gk- sj.com 2024-06-25 - 6:33:59 PM GMT- IP address: 174.85.102.16 Document emailed to mhelton@gk-sj.com for signature 2024-06-25 - 6:34:00 PM GMT Email sent to mhelton@gkengineers.com bounced and could not be delivered 2024-06-25 - 6:34:05 PM GMT- IP address: 174.85.102.16 Email viewed by mhelton@gk-sj.com 2024-06-25 - 6:37:14 PM GMT- IP address: 99.0.86.183 Signer mhelton@gk-sj.com entered name at signing as Mark A. Helton 2024-06-25 - 6:38:35 PM GMT- IP address: 99.0.86.183 Document e-signed by Mark A. Helton (mhelton@gk-sj.com) Signature Date: 2024-06-25 - 6:38:40 PM GMT - Time Source: server- IP address: 99.0.86.183 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-06-25 - 6:38:48 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-06-25 - 6:44:34 PM GMT- IP address: 104.47.73.254 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-06-25 - 6:44:48 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-06-25 - 6:44:50 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2024-06-25 - 6:45:01 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2024-06-25 - 8:52:21 PM GMT- IP address: 104.47.74.126 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2024-06-25 - 8:52:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-06-25 - 8:52:51 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-06-25 - 11:58:43 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-06-26 - 0:02:26 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-06-26 - 0:02:26 AM GMT