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25-021 LSA Associates, Inc for Apple Park AddendumApple Park Addendum Page 1 of 9 Professional/Consulting Contracts /Version: March 2025 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and LSA Associates, Inc (“Contractor”), a Corporation for Apple Park Addendum, 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 August 29, 2025 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or 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. Apple Park Addendum Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 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 $26,930.00 (“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 Apple Park Addendum Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, 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 copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. Apple Park Addendum Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 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 Apple Park Addendum Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 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. Apple Park Addendum Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 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 Gian Martire 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 Florentina Craciun 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. Apple Park Addendum Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 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. Apple Park Addendum Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 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: Gian Martire Email: GianM@cupertino.org To Contractor: LSA Associates, Inc 157 Park Place Pt. Richmond CA 94801 Attention: Theresa Wallace Email: theresa.wallace@lsa.net 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Apple Park Addendum Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 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: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Anthony Petros Anthony Petros CEO Michael K Woo Benjamin Fu Community Development Director 05/12/2025 kirsten Squarcia 05/12/2025 CARLSBAD CLOVIS IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 157 Park Place, Pt. Richmond, California 94801 510.236.6810 www.lsa.net April 29, 2025 Gian Martire, Senior Planner City of Cupertino, Community Development Department GianM@cupertino.gov Subject: Proposal to Prepare California Environmental Quality Act (CEQA) Documentation for the Utility Yard Expansion Project at Apple Park in Cupertino, California Dear Gian: LSA is pleased to submit this proposal to prepare the environmental review documentation for the proposed utility yard expansion at the southeastern edge of Apple Park in Cupertino (proposed project). LSA proposes to prepare an Addendum to the certified Environmental Impact Report (EIR) prepared for the Apple Park 2 Project (State Clearinghouse #2011082055), which was prepared by LSA in 2013. The City of Cupertino (City) is the lead agency for the purposes of CEQA. Preparation of the addendum will be staffed by Theresa Wallace, AICP, Principal, who will oversee the project, and Florentina Craciun, Project Manager, who will manage the project. PROJECT UNDERSTANDING On October 15, 2013, the City of Cupertino City Council approved the development of a new campus for Apple on a 176-acre site bordered generally by East Homestead Road on the north, North Tantau Avenue on the east, Interstate 280 (I-280) and The Hamptons apartments on the south, and North Wolfe Road on the west. The approved Apple Campus 2 project involved demolition of all existing structures within the project site and the construction of 3,420,000 square feet of office, research, and development uses; 245,000 square feet of auditorium, fitness center, and valet parking reception uses; 92,000 square feet of utility plants; and parking and ancillary buildings. Significant environmental impacts were identified in the following topical areas: Planning Policy; Land Use; Biological Resources; Cultural Resources; Geology, Soils, and Seismicity; Hydrology and Water Quality; Hazards and Hazardous Materials; Transportation and Circulation; Noise; Air Quality; and Public Services and Utilities. An EIR was prepared for the approved project, which was certified by the City on October 15, 2013 (State Clearinghouse #2011082055). Since certification of the EIR and approval of the project the following modifications were approved: •The First Addendum to the EIR was adopted by the City on April 9, 2014, in connection with the City’s approval of minor modifications to the dimensions, geometry and footprint of several site buildings, a reduction of parking spaces, and the addition of a Security Operations Center.1 1 LSA Associates, Inc., 2014. Addendum to the Apple Campus 2 Project Final Environmental Impact Report. April 4. 2 • The Second Addendum to the EIR was adopted by the City in September 2014 in connection with the City’s approval of minor modifications to the Corporate Auditorium, Corporate Fitness Center, and Central Plant Equipment Yard.2 • The Third Addendum to the EIR was adopted by the City in November 2014 in connection with the City’s approval of minor modifications to the Phase 2 North Tantau Avenue Sites C and D portion of the project and included revisions to the configuration of buildings, the placement of parking, and tree removal and landscaping.3 • The Fourth Addendum to the EIR was adopted by the City in July 2015 in connection with the City’s approval of minor modifications to North Tantau Avenue Phase 1 Site A, including the replacement of valet reception and parking uses with a visitor center/store and parking, and increasing the number of parking spaces and moving most of the parking from a structured building to a garage below the visitor center.4 • The Fifth Addendum to the EIR was adopted by the City in August 2015 and addressed modifications to Phase 2 office buildings, a parking structure and a satellite plant.5 • The Sixth Addendum to the EIR was adopted by the City in April 2016 in connection with the City’s approval of additional proposed modifications to the Apple Campus 2 Phase 2 North Tantau Avenue Sites C and D portion of the project.6 • The Seventh Addendum to the EIR was adopted by the City in April 2016 and evaluated final designs for ancillary buildings including a small maintenance shed, two security/reception buildings, and two outdoor food stations associated with the Apple Campus 2 project. 7 • The Eighth Addendum to the EIR was adopted by the City in July 2018 and evaluated minor changes to the approved development program for Phase 2 Site B.8 2 LSA Associates, Inc., 2014. Second Addendum to the Apple Campus 2 Project Final Environmental Impact Report. September 15. 3 LSA Associates, Inc., 2014. Third Addendum to the Apple Campus 2 Project Final Environmental Impact Report. November 4. 4 LSA Associates, Inc., 2015. Fourth Addendum to the Apple Campus 2 Project Final Environmental Impact Report. July 2. 5 Chao, Gary, Assistant Director of Community Development and Ghosh, Piu, Senior Planner, City of Cupertino. 2015. Staff Report: Director’s Minor Modification (DIR-2015-15) to allow modifications to a previously approved office building, parking structure and satellite plant as part of Phase 2 of an office, Research and Development Campus located at 10300 and 10435 N. Tantau Avenue. August 4. 6 LSA Associates, Inc., 2016. Sixth Addendum to the Apple Campus 2 Project Final Environmental Impact Report. March 16. As revised per Community Development Department Edits on April 7, 2016. 7 LSA Associates, 2016. Seventh Addendum to the Apple Campus 2 Project Final Environmental Impact Report. April 7. 8 LSA Associates, Inc. 2018. Eighth Addendum to the Apple Campus 2 Project Final Environmental Impact Report. July 20. 3 • The Ninth Addendum to the EIR was adopted by the City in January 2023 and evaluated minor modifications in the overall building square footage and excavation and grading totals within the approved project.9 The proposed project would expand the existing utility yard at Apple Park to provide maximum extent practicable (MEP) redundancy upgrades to improve reliability and maintainability of the Apple Park mechanical and electrical infrastructure. The proposed project would extend existing fencing and the existing equipment yard to include the addition of three new electric generators near where the two existing generators are located. The new equipment will be located at the southeast corner of the Apple Park campus with I-280 to the south, a parking structure the north, and alongside existing equipment in the utility yard. No increase in the building area is proposed. LSA’s understanding of the proposed project is based on communication with the City on April 17 and April 21, 2025, and the project plans dated January 1, 2025. WORK PROGRAM APPROACH Based on our review of the project plans and CEQA streamlining provisions we believe the proposed modifications to the approved project can be analyzed in a Tenth Addendum to the certified EIR prepared for the Apple Park 2 Project. The Addendum will provide sufficient substantial evidence to indicate that no new significant unavoidable environmental impacts would result from project implementation. The Addendum will contain a discussion of each environmental topic that could result in a new or different impact than identified in the EIR. As outlined in Section 15164 of the State CEQA Guidelines, the lead agency may prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred. Section 15162 states that a subsequent EIR shall be prepared if one or more of the following conditions would occur: 1) Substantial changes are proposed in the project which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; 2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or 3) New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete shows any of the following: 9 LSA Associates, Inc. 2023. Ninth Addendum to the Apple Campus 2 Project Final Environmental Impact Report. January 6. 4 a. The project will have one or more significant effects not discussed in the previous EIR or negative declaration; b. Significant effects previously examined will be substantially more severe than shown in the previous EIR; c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. Based on LSA’s review of the project plans, certified EIR, and additional information provided by the City, the proposed project does not appear to meet any of the criteria outlined in Section 15162 requiring preparation of a subsequent EIR. Therefore, and Addendum to the certified EIR prepared for the Apple Park 2 Project is likely the appropriate CEQA document. The following scope of work reflects this level of effort. SCOPE OF WORK The following details the proposed work plan to prepare an Addendum to the Apple Park 2 Project EIR to evaluate the potential changes that could occur with implementation of the proposed project. LSA will prepare three drafts of the Addendum, including the: (1) Administrative Draft; (2) Screencheck Draft; and (3) Final. Each draft will be provided in electronic format. Task 1.0: Prepare Addendum The Addendum will include the following sections: • Section 1: Project Description and Existing Setting. This section will present a summary description of the proposed project’s location, existing site characteristics, and a comparison of the 2025 proposed project and the approved 2013 actions. • Section 2: Evaluation of Environmental Impacts. This section will include an analysis that evaluates if the project qualifies for an addendum under CEQA Guidelines Section 15164 and, as a result, would not meet the conditions outlined in CEQA Guidelines Section 15162. The narrative will include an evaluation of environmental topics that could result in a new or different impact than identified in the EIR. Because the proposed addition of three electric generators could result in increased noise and energy usage than was originally analyzed in the EIR as amended and approved by the City, the only environmental issues related to this change would be potential changes in air quality, noise, energy, and greenhouse gas emissions. LSA will peer review the Noise Study prepared by Salter Inc. and dated December 10, 2024, and use the results of the study to address potential noise impacts. EXHIBIT - A 5 • Section 4: Section 15162 Summary: A brief explanation of the decision not to prepare a subsequent EIR pursuant to Section 15162 of the CEQA Guidelines including that the project would not result in: o Substantial Changes to the Project: Substantial changes to a project occur if the project undergoes significant modifications that introduce new significant environmental effects or substantially increase the severity of previously identified significant effects. o Substantial Changes in Circumstances: Substantial changes can occur if there are significant changes in the circumstances under which the project is undertaken, leading to new significant environmental effects or a substantial increase in the severity of previously identified significant effects. o New Information of Substantial Importance: New information that could become available that was not known and could not have been known with reasonable diligence at the time the previous EIR was certified. • Section 5: References. This section would include complete citations to support the memorandum. If, in the course of conducting the environmental analyses for the proposed project, it is determined that a higher level of environmental documentation is required (for example, if it is determined that the proposed project would result in new significant unavoidable impacts), LSA will notify City staff immediately and meet with the project team to review the analysis findings and amend the scope and budget as necessary. Upon adoption of the Addendum, LSA will provide the City with the Notice of Determination (NOD) for submission to the Santa Clara County Clerk. The City will file the NOD with the County Clerk, and LSA will file the NOD with the State Clearinghouse. The California Department of Fish and Wildlife (CDFW) fees are not required for an Addendum if evidence of payment of fees associated with the certified EIR is provided. It will be the City’s responsibility to pay any applicable NOD fees, including California Department of Fish and Wildlife (CDFW) fees, if applicable. Per Subsection 15164(c) of the State CEQA Guidelines, an Addendum need not be circulated for public review and would require no response to comments. This Scope of Work does not include circulation of the Addendum for public review or responding to public or agency comments. If the City requests, circulation of the document and preparation of responses to public comments can be included as an amendment to this contract. Task 2.0. Project Management and Meetings Florentina Craciun, with assistance from LSA’s in-house environmental planning staff, will undertake a variety of general project management tasks throughout the environmental documentation preparation period, and will provide oversight of scope, budget, contract management, scheduling of the project, and quality assurance for all work undertaken. LSA has included budget for up to four virtual meetings with City staff regarding the Addendum analysis and one public hearing. 6 ASSUMPTIONS This scope of work is based on the following assumptions: • One round of consolidated comments on the Administrative and Screencheck Drafts will be submitted to LSA for review and revisions. • The City will be responsible for distributing the final Addendum. • The City will be responsible for filing all notices associated with the project. • All documents will be provided in digital Word and Adobe format. SCHEDULE After authorization to proceed, LSA will quickly schedule the start-up meeting and begin project initiation tasks. LSA anticipates the Administrative Draft Addendum would be ready for review within 6 weeks of notice to proceed. LSA welcomes the opportunity to strategize with City staff on ways in which successful completion of this assignment could be compressed. We anticipate finalizing the schedule with the City at the project start-up meeting. BUDGET For completion of the proposed scope of services within the schedule set forth in this proposal, the LSA team has provided a preliminary cost estimate in the form of a spreadsheet that details tasks by assigned personnel (see Table A). The estimated cost of the LSA team’s labor and direct expenses is $25,380. LSA also includes a 5 percent contingency in the amount of $1,300 to allow LSA to quickly address any changes in the scope of work without the need to amend the contract agreement. Use of contingency funds would only occur upon advance written authorization by an authorized City representative. Including the contingency funds, the total contract amount would be $26,930. As always, we look forward to discussing this scope and any revisions as necessary to meet your needs. Please contact Florentina Craciun at Florentina.Craciun@lsa.net or 510-462-1308 if you have any questions. Sincerely, Florentina Craciun, AICP Project Manager EXHIBIT - B Table A: Cost Estimate for the Apple Park Addendum P r i n c i p a l - i n - C h a r g e ( W a l l a c e ) P r o j e c t M a n a g e r / S e n i o r P l a n n e r ( C r a c i u n ) As s i s t a n t P r o j e c t M a n a g e r / En v i r o n m e n t a l P l a n n e r ( P e a c h e y ) A s s o c i a t e / D i r e c t o r o f A i r Q u a l i t y S e r v i c e s ( C o r i a ) A s s o c i a t e / S e n i o r N o i s e S p e c i a l i s t ( S t e p h e n s ) D o c u m e n t M a n a g e m e n t ( S t a f f ) Ge o g r a p h i c a l I n f o r m a . S y s t e m s ( C a n t e r b u r y ) G r a p h i c s a n d P r o d u c t i o n ( S t a f f ) Hourly Rate: $320 $240 $135 $260 $275 $135 $170 $135 (1) Admin Draft Addendum 6 12 40 6 2 12 4 2 $14,880 (2) Screencheck Draft Addendum 2 6 10 4 $3,970 (3) Final Addendum 2 4 8 2 $2,950 10 22 58 6 2 18 4 2 $21,800 210400000$3,580 12 32 62 6 2 18 4 2 $25,380 (1) Travel, Deliveries, Communication, miscellaneous $250 $250 $25,630 $1,300 $26,930 LABOR COSTS TOTAL LSA TEAM BUDGET WITH CONTINGENCY CONTINGENCY FUNDS TOTAL LSA TEAM BUDGET DIRECT COSTS T e a m T o t a l Task A. Addendum Subtotal for Task A TOTAL LABOR Task B. Project Management and Meetings TOTAL LSA TEAM BUDGET (WITH CONTINGENCY) TOTAL DIRECT COSTS TOTAL LSA TEAM BUDGET (WITHOUT CONTINGENCY) CONTINGENCY AT 5 PERCENT Subtotal for Task B Z:\01-Proposals\01-Proposals by Year\2025\Environmental Planning\20251690.P Cupertino - Apple Park EIR Addendum\Apple Park Addendum Budget EXHIBIT - C ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) 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 RENTED CLAIMS-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 AGG $JECT OTHER:$ 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 LIMIT $DESCRIPTION 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC CA License #0B99399 777 S. Figueroa St., 52nd Floor Los Angeles CA 90017 (213) 689-0065 LSA Associates, Inc. 3210 El Camino Real, Suite 100 Irvine, CA 92602 American Guarantee and Liab. Ins. Co.26247 American Zurich Insurance Company 40142 Tokio Marine Specialty Insurance Company 23850 X X X Cont. Liab. Incl. 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 X 1,000,000 XXXXXXX XXXXXXX XXXXXXX Comp./Coll. Ded 1,000 X X 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Contractors Poll & Prof Liab. $2M occ/$4M agg, Retro date: 6/4/1976, $50,000 ded. B CPO 4289165 - 01 9/30/2024 9/30/2025 A CPO 4289165 - 01 9/30/2024 9/30/2025 C PPK2608629-001 9/30/2024 9/30/2025 B AUC 4289164 - 01 9/30/2024 9/30/2025 A WC 5665125 - 01 9/30/2024 9/30/2025 9/30/2025 1492002 Y Y Y Y Y Y Y 9/19/2024 N N 18981216 18981216 XXXXXXX City of Cupertino 10300 Torre Avenue Cupertino CA 95014-0000 RE: COC2201, Apple Campus Amenity Building. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as additional insured as respects to General Liability and Automobile Liablity per attached endorsements. Primary and Non-Contributory Wording applies per attached endorsement. Waiver of Subrogation applies to General Liability and Workers Compensation per attached endorsement. Cancellation provisions apply per the attached. X See Attachments CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) ACORD 25 (2016/03) $0 General Liability Deductible. $1,000 Comp./ Coll. Auto Deductible. Contractor Environmental and Professional Self- insured Retention of $50,000 per claim. Certificate Holder ID: 18981216 Policy Number: CPO 4289165 - 01 (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). E. Additional Insureds – Lessees of Premises 1.Section II – Who Is An Insured is amended to include as an additional insured any person or organization who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. However, the insurance afforded to such additional insured: a.Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and c.Ends when the person or organization ceases to lease or rent premises from you. 2.With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III – Limits Of Insurance : The most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement referenced in Subparagraph E.1. of this endorsement; or b.Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations. F.Additional Insured – Vendors 1.The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property damage" included in the "products-completed operations hazard": Section II – Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph F. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, 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. However, the insurance afforded to such vendor: a.Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor. 2.With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1)"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; (2)Any express warranty unauthorized by you; (3)Any physical or chemical change in the product made intentionally by the vendor; (4)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; (5)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; U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 3 of 12 Attachment Code: D590974 Master ID: 1492002, Certificate ID: 18981216 Policy Number: CPO 4289165 - 01 (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; or (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 in Subparagraphs (4) or (6); 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. b.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. c.This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage Part. 3.With respect to the insurance afforded to the vendor under this Paragraph F., the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the vendor is the amount of insurance: a.Required by the written contract or written agreement referenced in Subparagraph F.1. of this endorsement; or b.Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations. G. Additional Insured – Managers, Lessors or Governmental Entity 1.Section II – Who Is An Insured is amended to include as an additional insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, 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 acts or omissions; or b.The acts or omissions of those acting on your behalf; and resulting directly from: a.Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b.Ownership, maintenance, occupancy or use of premises by you; or c.Maintenance, operation or use by you of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. This provision does not apply: a.Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage" or offense that caused "personal and advertising injury"; b.To any person or organization included as an insured under Paragraph 3. of Section II – Who Is An Insured; c.To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires; U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 4 of 12 Attachment Code: D590974 Master ID: 1492002, Certificate ID: 18981216 Policy Number: CPO 4289165 - 01 d.To any: (1) Owners or other interests from whom land has been leased by you; or (2) Managers or lessors of premises, if: (a) The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant in that premises; (b) The "bodily injury", "property damage" or "personal and advertising injury" arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (c) The premises are excluded under this Coverage Part. 3.With respect to the insurance afforded to the additional insureds under this Paragraph G., the following is added to Section III – Limits Of Insurance : The most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement referenced in Subparagraph G.1. of this endorsement; or b.Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph G. shall not increase the applicable Limits of Insurance shown in the Declarations. H. Additional Insured – Other Persons or Organizations 1.Section II – Who Is An Insured is amended to include as an insured any person or organization who does not qualify as an additional insured under Paragraphs E. through Paragraph G. of this endorsement so long as you are required to add such person or organization as an additional insured on this policy under a written contract or written agreement, 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 acts or omissions; or b.The acts or omissions of those acting on your behalf. However, the insurance afforded to such additional insured: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2.With respect to the insurance afforded to the additional insureds under this Paragraph H., the following additional exclusions apply: The insurance afforded to the additional insured under this Paragraph H. does not apply to any person or organization: a.For “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering or failure to render any professional service; b.For “bodily injury” or “property damage” included in the “products-completed operations hazard”; or c.Who is scheduled as an additional insured under another endorsement attached to this policy. 3. With respect to the insurance afforded to the additional insureds under this Paragraph H., the following is added to Section III – Limits Of Insurance : The most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement referenced in Subparagraph H.1. of this endorsement; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph H. shall not increase the applicable Limits of Insurance shown in the Declarations. U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 5 of 12 Attachment Code: D590974 Master ID: 1492002, Certificate ID: 18981216 (iv) 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 Liability; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. Policy Number: CPO 4289165 - 01 In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV – Commercial General Liability Conditions are replaced by the following: 4.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, 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, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b.Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) 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; Attachment Code: D590986 Master ID: 1492002, Certificate ID: 18981216 Policy Number: CPO 4289165 - 01 W.Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV – Commercial General Liability Conditions is replaced by the following: 6.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. Coverage will continue to apply if you unintentionally: a.Fail to disclose all hazards existing at the inception of this policy; or b.Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Commercial General Liability Conditions is replaced by the following: 8.Transfer Of Rights Of Recovery Against Others To Us a.If the insured has rights 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 them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b.If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. Y.In Rem Section IV – Commercial General Liability Conditions is amended to add the following: In Rem Any “suit” brought as an action in rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such “suit” were brought against the insured. Z.Liberalization Condition The following condition is added to Section IV – Commercial General Liability Conditions : Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 12 of 12 Attachment Code: D590975 Master ID: 1492002, Certificate ID: 18981216 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Dec- larations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or de- livering to the first Named Insured written notice of cancellation at least: a.10 days before the effective date of can- cellation if we cancel for nonpayment of premium; or b. 30 days before the effective date of can- cellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured’s last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B.Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy’s terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a.Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c.Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a.Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, ad- visory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifi- cation, under state or municipal statutes, or- dinances or regulations, of boilers, pressure vessels or elevators. E.Premiums The first Named Insured shown in the Dec- larations: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F.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 acting within the scope of duties as your legal representative. Until your legal represen- tative is appointed, anyone having proper tem- porary custody of your property will have your rights and duties but only with respect to that property. IL 00 17 11 98 IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 Attachment Code: D590988 Master ID: 1492002, Certificate ID: 18981216 Includes copyrighted material of Insurance Services Office, Inc., with its permission.U-CA-424-F CW (04/14) Page 1 of 6 Coverage Extension Endorsement Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer No.Add'l Prem.Return Prem. CPO 4289165 - 01 9/30/2024 9/30/2025 9/30/2024 75428000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1.The following is added to the Who Is An Insured Provision in Section II – Covered Autos Liability Coverage: The following are also "insureds": a.Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any “employee” of yours is also an “insured” while operating an “auto” hired or rented under a contract or agreement in an “employee’s” name, with your permission, while performing duties related to the conduct of your business. b.Anyone volunteering services to you is an "insured" while using a covered "auto" you don’t own, hire or borrow to transport your clients or other persons in activities necessary to your business. c.Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d.Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2.The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance – Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment – Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II – Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the 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. (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. Attachment Code: D590976 Master ID: 1492002, Certificate ID: 18981216 Named Insured: Endorsement Effective Date: POLICY NUMBER: CPO 4289165 - 01 COMMERCIAL AUTO CA 04 44 10 13 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. LSA Associates, Inc. 9/30/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER 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. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Attachment Code: D591616 Master ID: 1492002, Certificate ID: 18981216 Endorsement Effective Policy No.Endorsement No. Insured Premium $ 9/30/2024 WC 5665125 - 01 LSA Associates, Inc. Insurance Company American Zurich Insurance Company Countersigned by______________________________ WC124 (4-84)Copyright 1983 National Council on Compensation Insurance, Inc.Page 1 of 1 WC 00 03 13 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION 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.) Attachment Code: D590979 Master ID: 1492002, Certificate ID: 18981216 Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Covered Operations Any person or organization, other than an architect, engineer or surveyor, whom you are required to add as an additional insured under this policy under a written contract mark or written agreement executed prior to loss. Any location or project, other than a wrap-up or other consolidated insurance program location or project, for which insurance is otherwise separately provided to you by a wrap- up or other consolidated insurance program. Paragraph B.2. of SECTION V. DEFINITIONS is replaced by the following: 2.Insured means: a.You; b.Any person or organization included as an insured in underlying insurance; c.Any person or organization, except for those qualifying as an additional insured under section 2.d. of this endorsement, qualifying as an additional insured in underlying insurance but only to the same extent that such person or organization is an additional insured under such underlying insurance; and d.The person(s) or organization(s) shown in the Schedule of this endorsement, whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured: (1) Only to the extent such coverage is required by written contract or written agreement; (2) Only if that person or organization is included as an additional insured in underlying insurance; and (3) Only to the same extent that such person or organization is an additional insured under such underlying insurance. However, the insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Is limited to the minimum amount required by the written contract or written agreement; and (c) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-UMB-933-A CW (04/16) Page 1 of 1 Endorsement # 17 Additional Insured Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No:AUC 4289164 - 01 Effective Date: 9/30/2024 This endorsement modifies insurance provided under the: Commercial Umbrella Liability Policy SCHEDULE Attachment Code: D593314 Master ID: 1492002, Certificate ID: 18981216 c.The duties and requirements imposed upon any insured under this policy will not apply to any non-admitted jurisdiction. However, with respect to any claims made or suits brought in a non-admitted jurisdiction, it will be the duty of the first Named Insured to do or cause the applicable qualified entity to do such things as would be required of such qualified entity if Coverage A applied directly to such claim or suit, including: (1)Make such investigation, defense or settlement as we deem reasonable; (2)Obtain our approval for any payment; and (3)Effect approved payments to others, in accordance with the terms and conditions of this insurance. d.Under Coverage B, this policy does not apply to any liability, damage, loss, cost or expense arising out of any operations or activities of a qualified entity.e.We will promptly pay the first Named Insured at the mailing address listed in Item 2. of the Declarations the amount of damages covered under the terms of this policy. If the first Named Insured or any qualified entity recovers from any third party all or part of any amount that we have paid pursuant to this insurance, the first Named Insured will promptly reimburse the amount of any such recovery to us. 10. Legal Action Against Us There will be no right of action against us under this insurance unless: a.You have complied with all the terms of this policy; and b.The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. 11. Maintenance of Underlying Insurance During the period of this policy, you agree: a.To keep the policies listed in the Schedule of Underlying Insurance in full force and effect; b.That the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of limits by payment of claims or suits for damages covered by underlying insurance; c.The policies listed in the Schedule of Underlying Insurance may not be canceled or not renewed by you without notifying us, and you agree to notify us in the event an insurance company cancels or declines to renew any policy listed in the Schedule of Underlying Insurance; and d.Renewals or replacements of the policies listed in the Schedule of Underlying Insurance will not be materially changed without our agreement. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. 12. Miscellaneous Unintentional Errors and Omissions Any unintentional error or omission in the description of, or failure to describe completely, any premises or operations intended to be covered by this policy, shall not invalidate or affect the coverage for those operations or premises. However, the insured must report such error or omission to the company as soon as practicable after its discovery. 13. Other Insurance If other insurance applies to damages that are also covered by this policy, this policy will apply excess of the other insurance. However, this provision will not apply: a.If the other insurance is written to be excess of this policy; or b.With respect to Coverage A only, if the named insured has agreed in a written contract to carry insurance to apply prior to and be non-contributory with that of another person or organization's insurance, but only as respects damages arising out of insured operations or work on behalf of the named insured performed under such written contract. The limits available to the other person or organization will be the lesser of the policy limits or the minimum limits required by such written contract. In that case, other insurance of that person or organization will apply as excess and not contribute prior to the insurance afforded by this policy. Attachment Code: D592968 Master ID: 1492002, Certificate ID: 18981216 Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. 14. Premium The premium for this policy as stated in Item 6. of the Declarations is a flat premium. It is not subject to adjustment unless an endorsement is attached to this policy. 15. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned 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 claim is made or suit is brought. 16. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations in any country, jurisdiction, state or province where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. If we are prevented by law or statute from paying on behalf of the insured, then we will, where permitted by law or statute, indemnify the insured. 17. Transfer of Rights of Recovery Against Others to Us a.If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us. The insured must do nothing after the loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if any insured is required by a written contract or agreement which is executed before a loss to waive their rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations for which the insured has not waived their rights of recovery by contract. b.Any amount recovered will be apportioned in the inverse order of payment of loss to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries. 18. Transfer of Your Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent. If you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having temporary custody of your property will have your rights and duties but only with respect to that property. 19. When Loss is Payable Coverage under this policy will not apply until the insured, or the insured’s underlying insurer has paid or is legally obligated to pay the full amount of the Underlying Limits of Insurance or Retained Limit. When the amount of loss is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of loss covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the Retained Limit paid by us. 20. Violation of Economic or Trade Sanctions If coverage for a claim or suit under this policy is in violation of any economic or trade sanctions of the United States of America then coverage for that claim or suit will be null and void. B.The following Condition is applicable to Coverage A and Coverage B: 1.Notice of Occurrence, Claim or Suit a.You must see to it that we are notified as soon as practicable of an occurrence which may result in damages covered by this policy. To the extent possible, notice will include: (1)How, when and where the occurrence took place; U-UMB-103-C CW (03/10) Page 18 of 19 Attachment Code: D592968 Master ID: 1492002, Certificate ID: 18981216 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location And Description Of Completed Operations Any person or organization, other than an architect, engineer or surveyor, whom you are required to add as an additional insured under this policy under a written contract mark or written agreement executed prior to loss. Any location or project, other than a wrap-up or other consolidated insurance program location or project, for which insurance is otherwise separately provided to you by a wrap-up or other consolidated insurance program., Any location or project, other than a wrap-up CPO 4289165 - 01 or other consolidated insurance program location or project, for which insurance is otherwise separately provided to you by a wrap-up or other consolidated insurance program. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: Attachment Code: D635436 Master ID: 1492002, Certificate ID: 18981216 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations Any person or organization, other than an architect, engineer or surveyor, whom you are required to add as an additional insured under this policy under a written contract or written agreement executed prior to loss. Any Location or project, other than a wrap-up or other consolidated insurance program location or project for which insurance is otherwise separately provided to you by a wrap-up or other consolidated insurance program.Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work,including materials,parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 POLICY NUMBER: CPO 4289165 - 01 Attachment Code: D636736 Master ID: 1492002, Certificate ID: 18981216 C. With respect to the insurance afforded to these additional insureds,the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: of 2. Available Insurance shown in the Declarations; whichever is less. under This endorsement shall not increase the the applicable Limits of Insurance shown in the Declarations. applicable Limits 1. Required by the contract or agreement; or CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 2 of 2 Attachment Code: D636736 Master ID: 1492002, Certificate ID: 18981216 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-0000 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus, this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 18981216. Email: PacificeDelivery@lockton.com Phone: (213) 689-2300 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number below are for automating electronic delivery of certificates only. Please do NOT send future certificate requests to the above inbox or call into the number below. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Insurance Brokers, LLC - Pacific Series Lockton Insurance Brokers, LLC License #0F15767 777 S Figueroa Street, 52nd Fl / Los Angeles, CA 90017-5524 213-689-0065 / FAX: 213-689-0550 lockton.com Attachment Code: D567517 Master ID: 1492002, Certificate ID: 18981216 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: August 2024 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: August 2024 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. 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. Apple Park Addendum Final Audit Report 2025-05-13 Created:2025-05-08 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAN1Y9Rwj21sp3dpVE_Q9l0hbVcBAoO4gn "Apple Park Addendum" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-05-08 - 9:06:33 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-05-08 - 9:17:43 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-05-08 - 9:17:51 PM GMT- IP address: 44.192.104.137 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-05-08 - 9:18:38 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to anthony.petros@lsa.net for signature 2025-05-08 - 9:18:40 PM GMT Email viewed by anthony.petros@lsa.net 2025-05-08 - 9:44:31 PM GMT- IP address: 104.47.73.254 Signer anthony.petros@lsa.net entered name at signing as Anthony Petros 2025-05-08 - 9:54:37 PM GMT- IP address: 107.77.229.126 Document e-signed by Anthony Petros (anthony.petros@lsa.net) Signature Date: 2025-05-08 - 9:54:39 PM GMT - Time Source: server- IP address: 107.77.229.126 Document emailed to michaelw@cuprtino.gov for signature 2025-05-08 - 9:54:42 PM GMT Email sent to michaelw@cuprtino.gov bounced and could not be delivered 2025-05-08 - 9:54:54 PM GMT Webmaster Admin (webmaster@cupertino.org) replaced signer michaelw@cuprtino.gov with michaelw@cupertino.gov 2025-05-12 - 5:23:24 PM GMT- IP address: 64.165.34.3 Document emailed to michaelw@cupertino.gov for signature 2025-05-12 - 5:23:24 PM GMT Email viewed by michaelw@cupertino.gov 2025-05-12 - 5:23:33 PM GMT- IP address: 34.223.192.180 Email sent to michaelw@cuprtino.gov bounced and could not be delivered 2025-05-12 - 5:23:35 PM GMT Signer michaelw@cupertino.gov entered name at signing as Michael K Woo 2025-05-12 - 6:44:25 PM GMT- IP address: 73.170.186.236 Document e-signed by Michael K Woo (michaelw@cupertino.gov) Signature Date: 2025-05-12 - 6:44:28 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Benjamin Fu (benjaminf@cupertino.gov) for signature 2025-05-12 - 6:44:30 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.gov) 2025-05-12 - 6:44:39 PM GMT- IP address: 52.1.140.55 Document e-signed by Benjamin Fu (benjaminf@cupertino.gov) Signature Date: 2025-05-13 - 0:08:13 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kirstens@cupertino.gov for signature 2025-05-13 - 0:08:16 AM GMT Email viewed by kirstens@cupertino.gov 2025-05-13 - 0:08:23 AM GMT- IP address: 52.1.140.55 Signer kirstens@cupertino.gov entered name at signing as kirsten Squarcia 2025-05-13 - 0:15:41 AM GMT- IP address: 73.241.178.249 Document e-signed by kirsten Squarcia (kirstens@cupertino.gov) Signature Date: 2025-05-13 - 0:15:43 AM GMT - Time Source: server- IP address: 73.241.178.249 Agreement completed. 2025-05-13 - 0:15:43 AM GMT