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24-094 Ecology Action for Pedestrian and Bicycle Safety Training for Cupertino Schools - PO 2025-065Pedestrian and Bicycle Safety Training for Cupertino Schools Page 1 of 9 Professional/Consulting Contracts /Version: April 2024 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Ecology Action of Santa Cruz (“Contractor”), a Non-Profit for Pedestrian and Bicycle Safety Training for Cupertino Schools, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2025. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Pedestrian and Bicycle Safety Training for Cupertino Schools Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $150,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Pedestrian and Bicycle Safety Training for Cupertino Schools Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative auth ority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product co pyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. Pedestrian and Bicycle Safety Training for Cupertino Schools Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance Pedestrian and Bicycle Safety Training for Cupertino Schools Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. Pedestrian and Bicycle Safety Training for Cupertino Schools Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns David Stillman as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Juan Castillo as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Pedestrian and Bicycle Safety Training for Cupertino Schools Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. Pedestrian and Bicycle Safety Training for Cupertino Schools Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: David Stillman Email: DavidS@cupertino.org To Contractor: Ecology Action of Santa Cruz 877 Cedar St, Suite 240 Santa Cruz CA 95060 Attention: Juan Castillo Email: juan.castillo@ecoact.org 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Pedestrian and Bicycle Safety Training for Cupertino Schools Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Chuck Tremper Chuck Tremper COO Aug 1, 2024 Christopher D. Jensen Chad Mosley Director of Public Works Aug 1, 2024 Aug 1, 2024 Page 9 City of Cupertino RFP 2024-SR2S-01 In-School Pedestrian and Bicycle Safety Education Services SCOPE OF WORK The Consultant shall provide all services described below to administer education program items 1, 2, 3, and 4, as well as the deliverables included within item 5, General Requirements. 1)PROGRAM 1: Kindergarten Pedestrian Education An event will be held for kindergartners and their families to learn fundamental street- crossing skills and to encourage families to walk or bike rather than drive their students to school. These will ideally be offered in the summer before school starts or during the first days of school. -Kindergarten-appropriate content covering at a minimum the basics of “stop, look, and listen.” -One session per elementary school (7 schools, up to 120 students each). -Each session shall be structured as follows: 5 to 10-minute presentation. 10 to 15-minute hands-on practice session either on the City Streets or on the school blacktop. 5 to 10-minute parent question-and-answer session afterwards. 2)PROGRAM 2: 2nd Grade Pedestrian Education An education program will be created to teach basic pedestrian traffic safety concepts during the school day. These will ideally be offered in the fall when school starts. -Second-grade-appropriate content covering at a minimum how to cross a street safely, common dangers associated with walking, and the benefits of walking. -One session per second-grade classroom (25 classrooms, up to 30 students each) -Each session shall be structured as follows: 30 to 60-minute presentation. 60 to 90-minute walking field trip in the neighborhood (the school may choose to combine this with another field trip). 3)PROGRAM 3: 4th Grade Bike Education An education program will be created to teach basic bicycle traffic safety concepts during Exhibits A & B Page 10 City of Cupertino RFP 2024-SR2S-01 In-School Pedestrian and Bicycle Safety Education Services the school day. These will ideally be offered in the fall when school starts. - Fourth-grade-appropriate content covering at a minimum helmets and other safety gear, hand signals, where to ride in the street, how to navigate intersections, the shoulder check, common dangers associated with biking, and the benefits of biking. - One session per fourth-grade classroom (25 classrooms, up to 35 students each). - Consultant to bring bicycles and helmets for all students in the on-bike session. - Each session shall be structured as follows:  30 to 45-minute presentation.  45 to 60-minute skills course on the school blacktop.  “How to ride” lesson held concurrently with the skills course for those students who do not know how to ride a bike. 4) PROGRAM 4: Middle School Bike Education An education program will be created to reinforce bicycle traffic safety concepts, with an emphasis on defensive biking. These programs will be held after school or on weekends. - Middle-school-appropriate content covering at a minimum helmets and other safety gear, basic bike maintenance, rules of the road, navigating intersections, the shoulder check, common dangers associated with biking, and the benefits of biking. - One to two sessions per middle school based on the school’s interest (3 middle schools, up to 30 students each). - Each session shall include the following:  20 to 45-minute presentation (at the school's request, this may be held during the school day).  30 to 45-minute bicycle skills course on the school blacktop.  45 to 60-minute biking field trip in the neighborhood. - The Consultant will create and manage the registration process, including communications with registrants. - Consultant to bring bicycles and helmets for any students who need them (up to 15). - A classroom slide presentation to be made available to schools for teachers to present themselves upon request. 5) GENERAL REQUIREMENTS - Provide a consistent approach and language throughout all four programs to reinforce the concepts throughout a student’s K-8 grade tenure. - Scheduling  Consultant to schedule and arrange all programming with each school.  City contact(s) are to be invited to each education session. Page 11 City of Cupertino RFP 2024-SR2S-01 In-School Pedestrian and Bicycle Safety Education Services  A program may be held all in one day or spread over multiple days, depending on the school’s schedule.  Content and field trip routes should incorporate any school-specific concerns and requests. - Resources  Consultant must be a party to, and remain in compliance with, a Cupertino Union School District Professional Services Agreement and all attendant requirements during the term of the agreement with the City (see Attachment D for sample agreement). Failure to maintain an active agreement with the Cupertino Union School District may be reason to terminate the agreement with the City.  Consultant to ensure the Cupertino Union School District’s adult to student ratio requirements are satisfied. 2024 Minimum Required Adult:Student Ratio Classroom Fieldtrip Grades Kindergarten-3 1:24 1:6 Grades 4-5 1:29 1:10 Grades 6-8 1:35 1:10 • Consultant to have a League of American Bicyclists League Certified Instructor (LCI) on site for all bike programming. - Content  Consultant will provide advertising materials (such as flyers and blurbs) to the schools for distribution and advertisement to families four weeks before any program event.  Consultant to develop route maps and blacktop session layout plans.  Consultant will conduct pre- and post-quizzes for all programs and gather teacher feedback the day of each session.  Consultant to provide event summary reports either quarterly or within 30 days of each session. These reports shall include: • Date, time, and location of each session. • Number of participants. • Results of the pre- and post-quizzes. • Teacher feedback. • A brief summary of the session, including any highlights to report. • Lessons learned. • At least one photograph. 13 .ϭ ƺǨǵх¢ǠƺǝƺǨļƥ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xhibit C 1 EXHIBIT D INSURANCE REQUIREMENTS For Services and Activities Involving Children Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees, or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (“CGL”): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. a) It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b) Additional Insured coverage under Contractor's policy shall be "primary and non- contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO CG 20 10 04 13 c) The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Sexual Abuse/ Molestation insurance or the equivalent are required for contracts involving children in after school activities, recreational programs, athletics, studies, transportation of students. Covers potential claims of abuse or child molestation. Sexual Abuse/Molestation coverage must be included under General Liability or obtained in separate policies in an amount of not less than $1,000,000 per occurrence ($2,000,000 aggregate) and $3,000,000 excess/umbrella coverage. 3. Automobile Liability: ISO Form Number CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note – required only if auto is used in performance of work; otherwise proof of personal auto liability policy may suffice) 2 4. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Contractor provides written verification it has no employees). If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’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 Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. 3 Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an AM Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. Verification of Coverage Contractor shall furnish the City with acceptable original 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 to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. 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 7/19/2024 License # 0C36861 (415) 403-1491 (415) 874-4818 00000 Ecology Action of Santa Cruz 877 Cedar Street Ste 240 Santa Cruz, CA 95060 10346 1 A 1,000,000 X X 202410071 6/8/2024 6/8/2025 500,000 20,000 1,000,000 2,000,000 2,000,000 1,000,000A X X 202410071 6/8/2024 6/8/2025 3,000,000A 202410071UMB 6/8/2024 6/8/2025 3,000,000 B X EIG527537001 6/8/2024 6/8/2025 1,000,000 N 1,000,000 1,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, as required by written contract with the Named Insured, are included as an additional insured with respect to General Liability including primary & non-contributory wording per form NAIC E61 02 19 and to Business Auto per form NIAC A1 04/13. Waiver of Subrogation as required by written contract applies to General Liability per form NIAC E26 11/17, Business Auto per form CA0444 10/13 and Workers Compensation per form WC040306 4/84. 30-day notice of cancellation applies as per form IL 02 70 12 19. The City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 ECOLACT-01 DLOPEZTAMAYO Alliant Insurance Services, Inc. 560 Mission St 6th Fl San Francisco, CA 94105 Kimberly Leikam kleikam@alliant.com Nonprofits Insurance Alliance of California Employers Preferred Insurance Company X X X X X X X X X POLICY NUMBER: 202410071 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: A. C.With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: Section II – WHO IS AN INSURED is amended to include: 4.Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by: a.Your negligent acts or omissions; or b.The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III – LIMITS OF INSURANCE is amended to include: 8.The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or Page 1 of 2NIAC-E61 02 19 As Required by Written Contract POLICY NUMBER: 202410071 Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. 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 fire, lightning, or explosion 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 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 Exclusion g. of SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE. (e) (1)When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)’ rights against all those other insurers. (2)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: (3) 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. (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. c. Methods of Sharing If all of the other insurance available to the additional insured(s) 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 other the other insurance available to the additional insured(s) 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. Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)’ own insurance. Page 2 of 2NIAC-E61 02 19 Action of Santa Cruz* FORM: NIAC-E26 11 17 POLICY NUMBER: 202410071 NAMED INSURED: Ecology THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM This endorsement modifies insurance provided under the following: Name of Person or Organization: SCHEDULE Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization, who may be named in the schedule above, because of payments we make for injury or damage. Page 1 of 1NIAC-E26 11 17 As Required by Written Contract NIAC A1 04 13 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE ONLY In consideration of the premium charged, it is understood and agreed that the following is added as an additional insured: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) But only as respects a legally enforceable contractual agreement with the Named Insured and only for liability arising out of the Named Insured's negligence and only for occurrences of coverages not otherwise excluded in the policy to which this endorsement applies. It is further understood and agreed that irrespective of the number of entities named as insureds under this policy, in no event shall the company's limits of liability exceed the occurrence or aggregate limits as applicable by policy definition or endorsement. Such insurance as is afforded by this endorsement for the additional insured shall apply as primary insurance. Any other insurance maintained by the additional insured or its officers and employees shall be excess and non- contributing with the insurance afforded by this endorsement. POLICY NUMBER: 202410071 As Required by Written Contract POLICY NUMBER: 202410071 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Ecology Action of Santa Cruz Endorsement Effective Date: 06/08/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization with whom you have a written contract currently in effect or becoming effective during the term of this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. IL 02 70 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL 02 70 12 19 © Insurance Services Office, Inc., 2019 Page 1 of 4 CALIFORNIA CHANGES – CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A.Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a.10 days before the effective date of cancellation if we cancel for: (1)Nonpayment of premium; or (2)Discovery of fraud by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this policy. b.30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a.If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1)Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2)Discovery of fraud or material misrepresentation by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this policy. (3)A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. POLICY NUMBER: 202410071 Page 2 of 4 © Insurance Services Office, Inc.,2019 IL 02 70 12 19 (4)Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5)Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6)A determination by the Commissioner of Insurance that the: (a)Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b)Continuation of the policy coverage would: (i)Place us in violation of California law or the laws of the state where we are domiciled; or (ii)Threaten our solvency. (7)A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b.We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2)30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. B.The following provision is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part – Farm Property – Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a.If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b.We may not cancel this policy solely because the first Named Insured has: (1)Accepted an offer of earthquake coverage; or (2)Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c.We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1)Commercial Property Coverage Part – Causes Of Loss – Special Form; or (2)Farm Coverage Part – Causes Of Loss Form – Farm Property, Paragraph D. Covered Causes Of Loss – Special. IL 02 70 12 19 © Insurance Services Office, Inc., 2019 Page 3 of 4 d.If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not cancel this policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred.However, we may cancel: (1)When you have not paid the premium, at any time by letting you know at least 10 days before the date cancellation takes effect; (2)If willful or grossly negligent acts or omissions by the Named Insured, or his or her representatives, are discovered that materially increase any of the risks insured against; or (3)If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. C.The following is added and supersedes any provisions to the contrary: Nonrenewal 1.Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part – Farm Property – Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a.We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below. b.We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1)The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2)The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3)We have: (a)Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b)Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c.We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority, that included an earthquake policy premium surcharge. Page 4 of 4 © Insurance Services Office, Inc.,2019 IL 02 70 12 19 d.We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1)Commercial Property Coverage Part – Causes Of Loss – Special Form; or (2)Farm Coverage Part – Causes Of Loss Form – Farm Property, Paragraph D. Covered Causes Of Loss – Special. e.If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not nonrenew this policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may nonrenew: (1)If willful or grossly negligent acts or omissions by the Named Insured, or his or her representatives, are discovered that materially increase any of the risks insured against; (2)If losses unrelated to the postdisaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or (3)If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. 3.We are not required to send notice of nonrenewal in the following situations: a.If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group. b.If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.1. c.If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d.If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e.If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f.If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph C.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective Policy No. Endorsement No.Issued to Premium By: Carrier Code (Ed. 4-84) Authorized Representative Countersigned at on at 12:01 AM standard time, forms a part of Of the WC 04 03 06 © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. Schedule Person or Organization Job Description WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _____% of the California workers' compensation premium otherwise due on such remuneration. With respect to all employees subject to the workers' compensation laws of the state of California, any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 06/08/2024 EIG527537001 ECOLOGY ACTION OF SANTA CRUZ 00920 EMPLOYERS PREFERRED INS. CO. Confirmation of Coverage Dear: Laura Kalert, Bolton Insurance Services, LLC Date: Jul 02, 2024 Thank you for the bind order for the below Insured. We are pleased to present the RPS Confirmation of Coverage and invoice along with the attached Tysers Insurance Brokers Ltd binder. Please review the attached and below carefully as coverage described herein may be different from the original application submitted, or prior policy if applicable. Insured: City of Cupertino DBA: Department of Recreation and Community Services, Public Works Department RPS Reference #: 6496584A Mailing Address: 10300 Torre Avenue Cupertino, CA 95014 Physical Address: 10300 Torre Avenue, Cupertino, CA 95014 Carrier: Underwriters at Lloyd's, London Carrier Status: Non-Admitted / AM Best Rating: A XV Policy Number: MR244153 Expiring Policy Number: MR234153 Policy Period: 7/1/2024 to 7/1/2025 Coverage: Special Casualty - Sexual Misconduct Limit of Liability: a)USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of each victim, and b)USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of all victims and separately: c)USD 75,000 in the aggregate during the policy period for all safeguard costs resulting from all circumstances Retention: USD 35,000 each Victim Policy Premium:$34,650.00 Fees (fully earned): Taxes: Surplus Lines Tax $1,039.50 Stamping Office Fee $62.37 Email: Phone: (630) 285-4079 Risk Placement Services, Inc. - PNP Shawn McCall Sincerely, If you have any questions, please feel free to call or email me. We look forward to our next opportunity to work with you. that are overdue and are not received within this time frame are subject to cancellation. · All premiums and any fees are due to RPS within 20 days of binding unless otherwise stipulated. Accounts with payments · In the event of a claim please report immediately and visit the RPS Claims website: https://my.rpsins.com/claimsfnol provided herein. · You are responsible for the issuance and review of Certificates of Insurance (COI). COIs cannot amend or alter the terms coverage to which the request applies. · When requesting a policy change, addition, cancellation, endorsement, etc. you must provide every policy number/ cancellations allowed. · By binding you commit to any provisions contained hereon, such as Minimum Earned Premiums. There are no flat provisions and regulations of your state. this policy is subject to the surplus lines laws in your state, you should make every effort to comply with any special required surplus lines forms, taxes and fees from the insured. RPS will remit the applicable taxes and forms to the state. If · If this policy is issued on a non-admitted basis, your office is responsible for completing, collecting and delivery to RPS any terms and provisions of such policy(ies) shall prevail. subject to all terms and conditions of policy(ies) which will be issued and that in the event of any inconsistency herewith, the · This document is intended for use as evidence that the insurance, as described herein, has been effected and shall be insurer, nor of us. This policy cannot be assigned to another without the written consent of the insurer or their Agent. · You are not an Agent of the insurer, and as such, cannot bind coverage nor make any commitments on behalf of the the risk to the client. office. The terms hereon are not fully described and no assumption should be made as to the adequacy of the coverage of · You are responsible for reviewing and explaining the coverage to the client, including any options, available or not from our Please note: Please see attched company quote for complete limits, terms, conditions, and exclusions. Conditions/ Subjectivities: per Carrier terms attached Information Section. The State Surplus Lines Notice applies only if Insurance Carrier is shown as Non-Admitted in the Binder Home State: CA Minimum Earned Premium: TOTAL: $35,751.87 TRIA: Status: Ecology Action for Pedestrian and Bicycle Safety Training for Cupertino Schools Final Audit Report 2024-08-01 Created:2024-07-30 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAweTI99oXCvMxCm3dZbCfBXtvoBdUquNP "Ecology Action for Pedestrian and Bicycle Safety Training for C upertino Schools" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-07-30 - 11:34:39 PM GMT- IP address: 35.229.54.2 Document emailed to Sundari Pilaka (Sundarip@cupertino.org) for approval 2024-07-30 - 11:40:37 PM GMT Email viewed by Sundari Pilaka (Sundarip@cupertino.org) 2024-07-30 - 11:40:46 PM GMT- IP address: 3.232.50.116 Document approved by Sundari Pilaka (Sundarip@cupertino.org) Approval Date: 2024-07-30 - 11:41:43 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-07-30 - 11:41:45 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2024-07-30 - 11:41:53 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-07-31 - 0:40:11 AM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to juan.castillo@ecoact.org for signature 2024-07-31 - 0:40:13 AM GMT Email viewed by juan.castillo@ecoact.org 2024-07-31 - 1:40:31 AM GMT- IP address: 67.169.131.167 Document signing delegated to contracts@ecoact.org by juan.castillo@ecoact.org 2024-08-01 - 5:33:33 PM GMT- IP address: 67.169.131.167 Document emailed to contracts@ecoact.org for signature 2024-08-01 - 5:33:34 PM GMT Email viewed by contracts@ecoact.org 2024-08-01 - 6:09:37 PM GMT- IP address: 104.47.58.254 Signer contracts@ecoact.org entered name at signing as Chuck Tremper 2024-08-01 - 6:10:07 PM GMT- IP address: 63.249.65.78 Document e-signed by Chuck Tremper (contracts@ecoact.org) Signature Date: 2024-08-01 - 6:10:10 PM GMT - Time Source: server- IP address: 63.249.65.78 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-08-01 - 6:10:12 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-08-01 - 6:10:21 PM GMT- IP address: 52.202.236.132 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-08-01 - 6:27:47 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-08-01 - 6:27:49 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2024-08-01 - 6:27:51 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2024-08-01 - 6:28:33 PM GMT- IP address: 52.202.236.132 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2024-08-01 - 6:38:40 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-08-01 - 6:38:42 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-08-01 - 6:38:49 PM GMT- IP address: 3.232.50.116 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-08-01 - 6:39:49 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-08-01 - 6:39:49 PM GMT