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21-272 MIG_Amendment #7 dated 7-15-25 for All-Inclusive Playground at Jollyman Park1 SEVENTH AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC FOR ALL-INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This Seventh Amendment to Agreement 401 between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc, a Corporation (“Contractor”) whose address is 2055 Junction Ave, Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: A. On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park. B. The City and the Contractor entered into a First Amended Agreement (“First Amended Agreement”) effective October 13, 2022; and C. The City and the Contractor entered into a Second Amended Agreement (“Second Amended Agreement”) effective July 14, 2023; and D. The City and the Contractor entered into a Third Amended Agreement (“Third Amended Agreement”) effective September 7, 2023; and E. The City and the Contractor entered into a Fourth Amended Agreement (“Fourth Amended Agreement”) effective April 8, 2024; and F. The City and the Contractor entered into a Fifth Amended Agreement (“Fifth Amended Agreement”) effective May 22, 2024; and G. The City and the Contractor entered into a Sixth Amended Agreement (“Sixth Amended Agreement”) effective August 23, 2024; and H. The Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment are collectively referred to as the “Agreement” unless otherwise indicated. I. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $533,821.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will 2 remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibits A and A-1 and A-2 and A-3, A- 4, and A-5 of the Agreement are modified to include Exhibit A-6 Additional Services, attached hereto. 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $144,310.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibits A and A-1 and A-2 and A-3, A-4, and A-5 of the Agreement are modified to include Exhibit A-6 Additional Services, attached hereto. 3. Exhibit D of the Agreement is replaced with Exhibit D-1, attached hereto. 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM MICHAEL K. WOO Senior Assistant City Attorney ATTEST: City Clerk Date MIG, INC By Title Date President & CEO 07/14/2025 Interim City Manager 07/14/2025 07/14/2025 3 EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment 1 $12,000.00 Amendment 2 $18,250.00 Amendment 3 $38,400 Amendment 4 Extend Term to 6/30/2026 0 Amendment 5 $9,250 Amendment 6 $45,000 Amendment 7 $21,410 Total $533,821 October 9, 2024 Revised April 2, 2025 Susan Michael, Capital Projects Programs Manager City of Cupertino, City Hall 10300 Torre Ave. Cupertino, CA 95014 Re: Revised Additional Services #7 Jollyman Park Inclusive Playground (MIG proj. no. 30902) Dear Susan, We are requesting additional services to assist the City with construction observation beyond the scope of work in the original contract. The work has expanded to include revised drawings for a sand play table of a different design and reduced price, along with extended CA services over a longer construction schedule. The following summarizes the MIG team’s request for additional work and fees that are above and beyond the original contract. All other terms in the original contract remain in effect. Requested Add Services: (to be added to Task 10: Construction Observation unless otherwise directed) Extended CA services: meetings, site visits, RFIs, coordination $18,000 Sand table cad revisions, structural review and formal ASI: $3,410 Total Add Service #7 $21,410 Sincerely, Melissa Erikson Principal, Director of Community Design Services MIG EXHIBIT A-6 Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 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) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. 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 allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and 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. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D-1 Insurance Requirements Design Professionals & Consultants Contracts Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 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 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and 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 basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed 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 if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed 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. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 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 General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). 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 amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including 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 indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/22/2025 AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230 Lafayette CA 94549 Anni Owens 510-272-1465 CertsDesignPro@AssuredPartners.com License#: 6003745 BERKLEY INSURANCE COMPANY 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG, Inc. Moore Iacofano Goltsman, Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 National Indemnity Company 20087 Twin City Fire Insurance Company 29459 1877936905 C X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 6801H899998 8/31/2024 8/31/2025 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2024 8/31/2025 B X X 10,000,000 X Y CUP0H758762 8/31/2024Y 8/31/2025 10,000,000 X 0 B X N Y UB2L553909 8/31/2024 8/31/2025 1,000,000 1,000,000 1,000,000 A D E Professional Liab & Contr.Poll Drone Liability Cyber Liability AEC908003406 9004014 57MB035552024 10/31/2024 8/31/2024 8/31/2024 8/31/2025 8/31/2025 8/31/2025 Per Claim/5,000,000 Limit Limit $5,000,000/Aggr $1,000,000 $1,000,000 The following policies are included in the underlying schedule of insurance for umbrella/excess liability: General Liability/Auto Liability/Employers Liability. Project #30902 - Jollyman Park All Inclusive Playground. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Day Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I POLICY NUMBER: 680-1H899998 COMMERCIAL GENERAL LIABILITY 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 Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before.and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (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 in clude 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", "personal injury" or "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) desig nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu sions apply: CG D3 610305 This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip ment furnished in connection with such work, on the project (other than service, mainte nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca tion of the covered operations has been com pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in tended use by any person or organization other than another contractor or subcontrac tor engaged in performing operations for a principal as a part of the same project. Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. CG TS 03 08 24 ncludes copyrighted material of Insurance Services Office, Inc. with its permission. DATE OF ISSUE: 08/23/2024 Page 1 of 1 POLICY NUMBER: 680-1H899998 COMMERCIAL GENERAL LIABILITY 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 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products-completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. Location And Description Of Completed Operations Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in clude as an additional insured the person(s) or or ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam age" caused, in whole or in part, by "your work" at the CG 20 37 07 04 location designated and described in the schedule of this endorsement performed for that additional in sured and included in the "products-completed opera tions hazard". CG TS 04 08 24 © ISO Properties, Inc., 2004 DATE OF ISSUE: 08/23/2024 Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft – 75 Feet Long Or Less H.Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating ToB.Who Is An Insured – Unnamed Subsidiaries PremisesC.Who Is An Insured – Retired Partners, Members,I.Blanket Additional Insured – GovernmentalDirectors And Employees Entities – Permits Or Authorizations Relating ToD.Who Is An Insured – Employees And Volunteer OperationsWorkers – Bodily Injury To Co-Employees, Co- J.Incidental Medical MalpracticeVolunteer Workers And Retired Partners, Members, Directors And Employees K.Medical Payments – Increased Limit E.Who Is An Insured – Newly Acquired Or Formed L.Amendment Of Excess Insurance Condition –Limited Liability Companies Professional Liability F.Blanket Additional Insured – Controlling Interest M.Blanket Waiver Of Subrogation – When Required By Written Contract Or AgreementG.Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers N.Contractual Liability – Railroads PROVISIONS uses or is responsible for the use of a watercraft that you do not own that is:A. NON-OWNED WATERCRAFT – 75 FEET (1)75 feet long or less; andLONG OR LESS (2)Not being used to carry any person1.The following replaces Paragraph (2)of or property for a charge;Exclusion g.,Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION I –B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO ISLIABILITY:AN INSURED:(2)A watercraft you do not own that is:Any of your subsidiaries, other than a partnership(a)75 feet long or less; and or joint venture, that is not shown as a Named (b)Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge;if: 2.The following replaces Paragraph 2.e.of a.You are the sole owner of, or maintain an SECTION II – WHO IS AN INSURED:ownership interest of more than 50% in, such subsidiary on the first day of the policye.Any person or organization that, with period; andyour express or implied consent, either CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 COMMERCIAL GENERAL LIABILITY Unless you are in the business or occupationb.Such subsidiary is not an insured under of providing professional health caresimilar other insurance.services, Paragraphs (1)(a),(b),(c)and (d)No such subsidiary is an insured for "bodily above do not apply to "bodily injury" arisinginjury" or "property damage" that occurred, or out of providing or failing to provide first aid"personal and advertising injury" caused by an or "Good Samaritan services" by any of youroffense committed:retired partners, members, directors or a.Before you maintained an ownership interest "employees", other than a doctor. Any suchof more than 50% in such subsidiary; or retired partners, members, directors or "employees" providing or failing to provideb.After the date, if any, during the policy period first aid or "Good Samaritan services" duringthat you no longer maintain an ownership their work hours for you will be deemed to beinterest of more than 50% in such subsidiary.acting within the scope of their employmentFor purposes of Paragraph 1.of Section II – Who by you or performing duties related to theIs An Insured, each such subsidiary will be conduct of your business.deemed to be designated in the Declarations as:(2)"Personal injury":a.A limited liability company;(a)To you, to your current or retiredb.An organization other than a partnership,partners or members (if you are ajoint venture or limited liability company; or partnership or joint venture), to your current or retired members (if you are ac.A trust;limited liability company), to your otheras indicated in its name or the documents that current or retired directors orgovern its structure."employees" while in the course of his or her employment or performing dutiesC. WHO IS AN INSURED – RETIRED PARTNERS, related to the conduct of your business,MEMBERS, DIRECTORS AND EMPLOYEES or to your other "volunteer workers"The following is added to Paragraph 2.of while performing duties related to theSECTION II – WHO IS AN INSURED:conduct of your business; Any person who is your retired partner, member,(b)To the spouse, child, parent, brother ordirector or "employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or "volunteer worker" as a consequence ofacts within the scope of their employment by you Paragraph (2)(a)above;or while performing duties related to the conduct of your business. However, no such retired (c)For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone else who must pay damages because ofinsured for:the injury described in Paragraph (2)(a)(1)"Bodily injury":or (b)above; or (a)To you, to your current partners or (d)Arising out of his or her providing ormembers (if you are a partnership or failing to provide professional health carejoint venture), to your current members services.(if you are a limited liability company) or (3)"Property damage" to property:to your current directors; (a)Owned, occupied or used by; or(b)To the spouse, child, parent, brother or sister of that current partner, member or (b)Rented to, in the care, custody or controldirector as a consequence of Paragraph of, or over which physical control is(1)(a)above;being exercised for any purpose by;(c)For which there is any obligation to you, any of your retired partners, membersshare damages with or repay someone or directors, your current or retiredelse who must pay damages because of "employees" or "volunteer workers", anythe injury described in Paragraph (1)(a) current partner or member (if you are aor(b)above; or partnership or joint venture), or any current(d)Arising out of his or her providing or member (if you are a limited liabilityfailing to provide professional health care company) or current director.services. Page 2 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a.A limited liability company;WORKERS AND RETIRED PARTNERS,b.An organization other than a partnership,MEMBERS, DIRECTORS AND EMPLOYEES joint venture or limited liability company;The following is added to Paragraph 2.a.(1)of orSECTION II – WHO IS AN INSURED:c.A trust;Paragraphs (1)(a),(b)and (c)above do not as indicated in its name or the documentsapply to "bodily injury" to a current or retired co-that govern its structure."employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED – duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1.The following is added to SECTION II –workers" or retired partners, members or WHO IS AN INSURED:directors while performing duties related to the Any person or organization that has financialconduct of your business.control of you is an insured with respect toE. WHO IS AN INSURED – NEWLY ACQUIRED liability for "bodily injury", "property damage"OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3.of arises out of: SECTION II – WHO IS AN INSURED:a.Such financial control; or 3.Any organization you newly acquire or form,b.Such person's or organization'sother than a partnership or joint venture, and ownership, maintenance or use ofof which you are the sole owner or in which premises leased to or occupied by you.you maintain an ownership interest of more The insurance provided to such person orthan 50%, will qualify as a Named Insured if organization does not apply to structuralthere is no other similar insurance available alterations, new construction or demolitionto that organization. However:operations performed by or on behalf of sucha.Coverage under this provision is person or organization.afforded only:2.The following is added to Paragraph 4.of(1)Until the 180th day after you acquire SECTION II – WHO IS AN INSURED:or form the organization or the end This paragraph does not apply to anyof the policy period, whichever is premises owner, manager or lessor that hasearlier, if you do not report such financial control of you.organization in writing to us within 180 days after you acquire or form it;G. BLANKET ADDITIONAL INSURED –or MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS(2)Until the end of the policy period, when that date is later than 180 days The following is added to SECTION II – WHO ISafter you acquire or form such AN INSURED:organization, if you report such Any person or organization that is a mortgagee,organization in writing to us within assignee, successor or receiver and that you180 days after you acquire or form it; have agreed in a written contract or agreementb.Coverage A does not apply to "bodily to include as an additional insured on thisinjury" or "property damage" that Coverage Part is an insured, but only withoccurred before you acquired or formed respect to its liability as mortgagee, assignee,the organization; and successor or receiver for "bodily injury", "property c.Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a.Is "bodily injury" or "property damage" thator formed the organization.occurs, or is "personal and advertising injury"For the purposes of Paragraph 1.of Section caused by an offense that is committed,II – Who Is An Insured, each such CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b.Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED – use of the premises for which that GOVERNMENTAL ENTITIES – PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II – WHO ISthis Coverage Part.AN INSURED: The insurance provided to such mortgagee,Any governmental entity that has issued a permitassignee, successor or receiver is subject to the or authorization with respect to operationsfollowing provisions:performed by you or on your behalf and that you a.The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less.and advertising injury" arising out of such operations.b.The insurance provided to such person or organization does not apply to:The insurance provided to such governmental entity does not apply to:(1)Any "bodily injury" or "property damage" that occurs, or any "personal and a.Any "bodily injury", "property damage" oradvertising injury" caused by an offense "personal and advertising injury" arising outthat is committed, after such contract or of operations performed for theagreement is no longer in effect; or governmental entity; or (2)Any "bodily injury", "property damage" or b.Any "bodily injury" or "property damage""personal and advertising injury" arising included in the "products-completedout of any structural alterations, new operations hazard".construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICEperformed by or on behalf of such 1.The following replaces Paragraph b.of themortgagee, assignee, successor or definition of "occurrence" in thereceiver. DEFINITIONS Section:H. BLANKET ADDITIONAL INSURED – b.An act or omission committed inGOVERNMENTAL ENTITIES – PERMITS OR providing or failing to provide "incidentalAUTHORIZATIONS RELATING TO PREMISES medical services", first aid or "GoodThe following is added to SECTION II – WHO IS Samaritan services" to a person, unlessAN INSURED:you are in the business or occupation of providing professional health careAny governmental entity that has issued a permit services.or authorization with respect to premises owned or occupied by, or rented or loaned to, you and 2.The following replaces the last paragraph ofthat you are required by any ordinance, law,Paragraph 2.a.(1)of SECTION II – WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupationCoverage Part is an insured, but only with of providing professional health carerespect to liability for "bodily injury", "property services, Paragraphs (1)(a),(b),(c)and (d)damage" or "personal and advertising injury"above do not apply to "bodily injury" arisingarising out of the existence, ownership, use,out of providing or failing to provide:maintenance, repair, construction, erection or (a)"Incidental medical services" by any ofremoval of any of the following for which that your "employees" who is a nurse,governmental entity has issued such permit or nurse assistant, emergency medicalauthorization: advertising signs, awnings,technician, paramedic, athletic trainer,canopies, cellar entrances, coal holes,audiologist, dietician, nutritionist,driveways, manholes, marquees, hoist away Page 4 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY – RAILROADS 1.The following replaces Paragraph c.of the definition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1)of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6801H899998 TABLE OF CONTENTS COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG T10002 19 SECTION I -COVERAGES Begi nning on Page Coverage A- Bodily Injury and Property Insuring Agreement ....................................................... 1 Damage Liability Coverage B- Personal and Advertising Injury Liability Coverage C- Medical Payments Exclusions .................................................................... 2 Insuring Agreement ....................................................... 6 Exclusions ..................................................................... 6 Insuring Agreement ....................................................... 9 Exclusions .................................................................... 9 Supplementary Payments ................................................................................................... 10 SECTION II -WHO IS AN INSURED ....................................................................................... 11 SECTION Ill -LIMITS OF INSURANCE ................................................................................... 13 SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS ........................................ 13 Bankruptcy ......................................................................................................................... 13 Duties In The Event Of Occurrence, Offense, Claim Or Suit ............................................... 13 Legal Action Against Us ...................................................................................................... 14 Other Insurance ................................................................................................................. 15 Premium Audit ................................................................................................................... 16 Representations ................................................................................................................. 16 Separation Of Insureds ...................................................................................................... 16 Transfer Of Rights Of Recovery Against others To Us ....................................................... 16 When We Do Not Renew ................................................................................................... 16 SECTION V -DEFINITIONS .................................................................................................... 16 CG TO 34 02 19 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured 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: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "bodily injury" or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. is used to heat, cool or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed COMMERCIAL GENERAL LIABILITY to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervIsIon, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment" under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity i. War "Bodily injury" or "property damage" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; Page 4 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section Ill - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and COMMERCIAL GENERAL LIABILITY accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury". q. Unsolicited Communication "Bodily injury" or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Conidfenital Or Personal Information "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information. s. Asbestos (1) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "bodily injury" or "property damage" is caused or contributed to by the hazardous properties of asbestos. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "bodily injury" or "property damage" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. t. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omIssIon occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment-related practices described in Paragraph (a), (b),or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section Ill -Limits Of Insurance. COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". Page 6 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. This exclusion does not apply to "personal injury" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "personal injury" assumed by you in a contract or agreement that is an "insured contract", provided that the "personal injury" is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury" arising out of a breach of contract. g. Quality Or Performance Of Goods -Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i. Intellectual Property "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7) Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" caused by an offense committed by an insured whose business is: (1) Advertising, "broadcasting" or publishing; CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts or owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to,or assessing the effects of, "pollutants". o. War "Personal and advertising injury" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Unsolicited Communication "Personal and advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". q. Access Or Disclosure Of Confidenital Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. r. Asbestos (1) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "personal and advertising injury" is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "personal and advertising injury" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or Page 8 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment-Related Practices "Personal injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omIssIon occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury" to that person at whom any of the employment-related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury". COVERAGE C-MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverages -Coverage A -Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I -Coverages -Coverage B -Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury", "property damage" or "personal injury", and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: Page 10 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. a. We have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer COMMERCIAL GENERAL LIABILITY workers" while related to the business; performing duties conduct of your (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II - Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. 5. Any person or organization that is an equipment lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after the equipment lease expires. No person or organization is an insured with respect to the conduct of any current or past partnership, joint Page 12 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II -Who Is An Insured. SECTION Ill -LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and "advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury" and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: COMMERCIAL GENERAL LIABILITY a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" 3. authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust; that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative. Page 14 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 4. Other Insurance If valid and collectible other 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 described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph 5. of Section Ill -Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section Ill - Limits of Insurance applies because the Amendment -Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. 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, except when Paragraph d. below applies. 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 Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; COMMERCIAL GENERAL LIABILITY (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section II - Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section II -Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 2. "Advertising injury": a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any of such programming. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "personal injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. 14. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 15. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; Page 18 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 17. "Occurrence" means: a. An accident, including continuous or repeated exposure to substantially the same general harmfulcond~ons; or COMMERCIAL GENERAL LIABILITY b. An act or omIssIon committed in providing or failing to provide first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 18. "Personal and advertising injury" means "personal injury" or "advertising injury". 19. "Personal injury": a. Means injury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section I - Coverage A -Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents of such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section I -Coverage A -Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by: (1) Rupture, bursting, or operation of pressure relief devices; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water; or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence equipment or materials; or of tools, abandoned uninstalled or unused (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products completed operations are subject to the General Aggregate Limit. 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization, other than you. Page 20 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 25. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: COMMERCIAL GENERAL LIABILITY (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. CG T10002 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA0S579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CARE FULL V. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un til the 180th day after you acquire or form the or ganization or the end of the policy period, which ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which I. USE -INCREASED LIMIT PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is 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 busi ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV -BUSI NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover age, the following are deemed to be cov ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO perm1ss1on, while performing duties related to the conduct of your busi ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II -COVERED AUTOS LIABIL ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in cluding bonds for related traffic law viola tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II -COVERED AUTOS LIABIL ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be cause of time off from work. F. HIRED AUTO -LIMITED WORLDWIDE COV ERAGE -INDEMNITY BASIS The following replaces Subparagraph (5) in Para graph B.7., Policy Period, Coverage Territory, of SECTION IV -BUSINESS AUTO CONDI TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em bargo, or similar regulation imposed by the United States of America applies to and pro hibits the transaction of business with or within such country or jurisdiction, for Cov ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in sured" against, and investigate or set tle any such claim or "suit" and keep us advised of all proceedings and ac tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in sured" pays with our consent, but only up to the limit described in Para graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re quired or compulsory insurance in any country outside the United States, its ter ritories and possessions, Puerto Rico and Canada. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. You agree to maintain all required or compulsory insurance in any such coun try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in surance requirements. (d) It is understood that we are not an admit ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT The following replaces the last sentence of Para graph A.4.b., Loss Of Use Expenses, of SEC TION Ill -PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in curred by you because of the total theft of a cov ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa tive prompt notice of the "accident" or "loss" ap plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or ganization); or (e) Any "employee" authorized by you to give no tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con cealment, Misrepresentation, Or Fraud, of SECTION IV -BUSINESS AUTO CONDITIONS: The unintentional om1ss1on of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How ever this provision does not affect our right to col lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 © 2015 The Travelers Indemnity Campany. All rights reserved . CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission.                                          Policy#: BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 Travelers Property Casualty Company of America 1/22/2025 TRAVELERs't' 1 SIXTH AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC FOR ALL- INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This Sixth Amendment to Agreement 401 between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc, a Corporation (“Contractor”) whose address is 2055 Junction Ave, Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: A. On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park. B. The City and the Contractor entered into a First Amended Agreement (“First Amended Agreement”) effective October 13, 2022; and C. The City and the Contractor entered into a Second Amended Agreement (“Second Amended Agreement”) effective July 14, 2023; and D. The City and the Contractor entered into a Third Amended Agreement (“Third Amended Agreement”) effective September 7, 2023; and E. The City and the Contractor entered into a Fourth Amended Agreement (“Fourth Amended Agreement”) effective April 8, 2024; and F. The City and the Contractor entered into a Fifth Amended Agreement (“Fifth Amended Agreement”) effective May 22, 2024; and G. The Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment are collectively referred to as the “Agreement” unless otherwise indicated. H. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $512,411.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibits A and A-1 and A-2 and A-3 and A-4 of the Agreement are modified to include Exhibit A-5 Additional Services, attached hereto. 2 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $45,000.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibits A and A-1 and A-2 and A-3 and A-4 of the Agreement are modified to include Exhibit A-5 Additional Services, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MIG, INC By Title Date Vice President and Chief Development Officer Aug 13, 2024 Christopher D. Jensen City Manager Aug 14, 2024 Aug 23, 2024 3 EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment 1 $12,000.00 Amendment 2 $18,250.00 Amendment 3 $38,400 Amendment 4 Extend Term to 6/30/2026 0 Amendment 5 $9,250 Amendment 6 $45,000 Total $512,411 May 16, 2024 Susan Michael, Capital Projects Programs Manager City of Cupertino, City Hall 10300 Torre Ave. Cupertino, CA 95014 Re: Revised Additional Services #5 Jollyman Park Inclusive Playground (MIG proj. no. 30902) Dear Susan, We are requesting additional services to assist the City with construction observation beyond the scope of work in the original contract. The original contract expired in December 2024, as we expected the construction to be complete well before that date. In fact, the duration of the work has been extended with construction scheduled to begin in the summer of 2024, and will continue into Spring/Summer of 2025. The construction observation/administration work has expanded to include additional utility coordination, public art coordination, and extended involvement including site visits. The following summarizes the MIG team’s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021. We will need a contract extension to 8/31/2025 as construction will continue beyond our 12/31/2024 contract end date. All other terms in the original contract remain in effect. Add Services (Task 10: Construction Observation) We are requesting additional fees to requested assistance with construction observation; effort to be coordinated with City staff: Task 10 Construction Observation : $45,000 Total Add Service #5 $45,000 Sincerely, Melissa Erikson Principal, Director of Community Design Services MIG EXHIBIT A-5 1 FIFTH AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC FOR ALL- INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This Fifth Amendment to Agreement 401 between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc, a Corporation (“Contractor”) whose address is 2055 Junction Ave, Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: A. On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park. B. The City and the Contractor entered into a First Amended Agreement (“First Amended Agreement”) effective October 13, 2022; and C. The City and the Contractor entered into a Second Amended Agreement (“Second Amended Agreement”) effective July 14, 2023; and D. The City and the Contractor entered into a Third Amended Agreement (“Third Amended Agreement”) effective September 7, 2023; and E. The City and the Contractor entered into a Fourth Amended Agreement (“Third Amended Agreement”) effective April 8, 2024; and F. The Agreement, First Amendment, Second Amendment, Third Amendment and Fourth Amendment are collectively referred to as the “Agreement” unless otherwise indicated. G. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $467,411.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibits A and A-1 and A-2 and A-3 of the Agreement are modified to include Exhibit A-4 Additional Services, attached hereto. 2 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorized Additional Services up to an amount not to exceed $9,250.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibits A and A-1 and A-2 and A-3 of the Agreement are modified to include Exhibit A-4, Additional Services, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MIG, INC By Title Date Vice President and Chief Development Officer May 22, 2024 Christopher D. Jensen Director of Public Works May 22, 2024 May 22, 2024 3 EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment 1 $12,000.00 Amendment 2 $18,250.00 Amendment 3 $38,400 Amendment 4 Extend Term to 6/30/2026 0 Amendment 5 $9,250 Total $467,411 April 2, 2024 Susan Michael, Capital Projects Programs Manager City of Cupertino, City Hall 10300 Torre Ave. Cupertino, CA 95014 Re: Additional Services #4 Jollyman Park Inclusive Playground (MIG proj. no. 30902) Dear Susan, We are requesting use of contingency to assist the City with building permit application form, hardship form, project manual edits, and costs; creation of the SWMP for permit application; and additional bid support. The following summarizes the MIG team’s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021. All other terms in the original contract remain in effect. Add Services (Task 9: Permit Assistance) We are requesting additional fees to requested assistance with building permit: Task 9 Permit Assistance : $9,250 •Creation and submittal of SWMP $1,800 (BKF) •Supplemental permit application and bid support $7,450 (team) Total Add Service #4 $9,250 Your emailed authorization to proceed so we can begin this work will help us meet internal City schedule needs is much appreciated. Sincerely, Melissa Erikson Principal, Director of Community Design Services MIG EXHIBIT A-4 1 FOURTH AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC FOR ALL-INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This Fourth Amendment to Agreement 401 between the City of Cupertino and MIG, Inc is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc, a Corporation (“Contractor”) whose address is 2055 Junction Ave, Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: A. On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park. B. The City and the Contractor entered into a First Amended Agreement (“First Amended Agreement”) effective October 13, 2022; and C. The City and the Contractor entered into a Second Amended Agreement (“Second Amended Agreement”) effective July 14, 2023; and D. The City and the Contractor entered into a Third Amended Agreement (“Third Amended Agreement”) effective September 7, 2023; and E. The Agreement, First Amendment, Second Amendment and Third Amendment are collectively referred to as the “Agreement” unless otherwise indicated. F. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: Term. This Agreement begins on the Effective Date and ends on June 30, 2026, unless terminated earlier as provided herein (“Contract Time”). 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. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MIG, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment 1 $12,000.00 Amendment 2 $18,250.00 Amendment 3 $38,400 Amendment 4 Extend Term to 6/30/2026 - Total $458,161 Vice President and Chief Development Officer Apr 8, 2024 Christopher D. Jensen Assistant Director of Public Works Apr 8, 2024 Apr 8, 2024 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/26/2024 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Mandy Guo 510-272-1402 CertsDesignPro@AssuredPartners.com License#:6003745 BERKLEY INSURANCE COMPANY 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc. Moore Iacofano Goltsman,Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 The Travelers Indemnity Company 25658 358873288 C X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 6801H899998 8/31/2023 8/31/2024 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2023 8/31/2024 B X X 10,000,000YCUP0H7587628/31/2023Y 8/31/2024 10,000,000 X 0 D X N Y UB2L553909 8/31/2023 8/31/2024 1,000,000 1,000,000 1,000,000 A Professional Liability & Contr.Pollution Liab Included AEC907002005 8/31/2023 8/31/2024 Per Claim/5,000,000 Included $5,000,000/Aggr Umbrella Liability policy is a follow-form to its underlying Policies:General Liability/Auto Liability/Employers Liability. Re:Jollyman Park All-Inclusive Playground. The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Day Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 POLICY NUMBER; 680-1H89Q998 COMMERCIAL GENERAL LIABJLITY THIS· ENDORSEMENT CHANGES THE POLICY. PLEASE READ .IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION n1is en·do raement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAG.E PARi SCHEDULE .Names of Additional Insured Person{&) or Organlzation(s}: Any person or organization that you agree in a written contractto include as an additiona.l insured on this Coverage Part, provided that such written contract was signed oy you before,and is in effect when, the "bod.Uy inju ry" or "property damage" occurs or the "personal injury" or "ad.vertising injury" offens$. is committed. Loc:ation :of Coveted Operations: Any project to which a written oontrl:}et with the Addittortar 1ris1.1 red Peraon(s) or Orga11izat1011{s) in the Schedule applies. {Information required to complete this Schedule, if not shown above\. Will be shown in the Deelatations . .) A.Ssction II -Who Is An Insured is amended to include as an additional insured the per.son{.s} .ororgattization(s) Shown in the Schedule, buf on.lywittl respect to liability for "bodily injury''., ''property damage", "personal injury" or "advertising injury''caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omisslon.s of those actin.g on yourbehalf; in the performance of your ongoing operations for the additional insured(s) at the loca.ti0n(s) desisnated above. B. With respect to the insurance afforded to theseadditional insureds. the foltowing additional exclusions ap.ply: CG D3 61 03 tl5' This insurance does not apply to "bodily injury" or "property damage" oceurring, or "pei'$0.r1a1 injury" or ''advertising injury" arising out of an offense committed, after: 1.All wort, including materials.,. part$ or e·quip�ment furnished in connection with such work:,on the project {other than service, maint.enance or repairs) to oe performed by .or onbehalf 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 theinjury or damage arises has been put to its Intended use by any person or organizationother than .another contractor or subcontractor engaged in performing operations for aprincipal as a part of the same project. C:opyrfght 2005 The St. Paul Travelers .Companies, Inc. All rights reserved. Jncludes copyrighted material of Insurance Services Offioe, Inc. with its permission. DATE OF ISSUE: 08/06/2023 Page 1 of 1 CG T8 03 08 23 POLICY NUMBER; 680-1H89Q998 COMMERCIAL GENERAL LIAB.ILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONA.L INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERA TlONS This endor:sement modifies insur:ance provided under: the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Addit.ional Jnsu.red Person(s) Or Organization(•}= Any person or: organization that you agr:ee in a written contr:act to include as EJn additional insur:ed on this Cover:a.ge P•ar:t for "bodily· injury" or "property· damage" .included in the products--completed operations hazard, prov.ided that s.uch contract. was signed by yo.u before1 and i& in effect When 1 the ''bodily injury .or ''property darn.age" occuts. Location And Descriptie>n Of Completed Operations: Any protect to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies� lnf.ormation requited to complete this Schedule1 if not shown above1 will be .shown in the Declarations .. S.ectb:::m II - Wh:e Is An Insured is t:1mended to in clude as an additional insured the pers.on(s). or organization(s) shown in the Schedule, but only withrel:St:,ed to liability fgt ''bodily inJU.ry" or >tproperty datn ag.e" caused, in whole or in part, by "your work{' at the CG 20 S7 07 04 location designated and described in the schedule of this endorsement performed for that additional insured and included in the "produets-cotnpleted operations hazard". CG TS 04 08 23 ®. ISO Properties, Inc., 2004 DATE OF ISSUE: 08/06/2023 Page 1 of 1 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6801H899998 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 Policy Number: BA0S579947                                          Policy#: BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 The Travelers Indemnity Company 3/26/2024 1 THIRD AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC FOR ALL- INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This Third Amendment to Agreement 401 between the City of Cupertino and MIG, Inc is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc, a Corporation (“Contractor”) whose address is 2055 Junction Ave, Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: A. On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park. B. The City and the Contractor entered into a First Amended Agreement (“First Amended Agreement”) effective October 13, 2022; and C. The City and the Contractor entered into a Second Amended Agreement (“Second Amended Agreement”) effective July 14, 2023; and D. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $458,161.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibits A and A-1 and A-2 of the Agreement are modified to include Exhibit A-3 Additional Services, attached hereto. 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorized Additional Services up to an amount not to exceed $30,250.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibits A and A-1 and A-2 of the Agreement are modified to include Exhibit A-3, Additional Services, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MIG, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment 1 $12,000.00 Amendment 2 $18,250.00 Amendment 3 $38,400 Total $458,161 Vice President and Chief Development Officer Sep 6, 2023 Christopher D. Jensen Director of Public Works Sep 7, 2023 Sep 7, 2023 August 22, 2023 Evelyn Moran, Public Works Project Manager City of Cupertino, City Hall 10300 Torre Ave. Cupertino, CA 95014 Re: REVISED -Additional Services #3 Jollyman Park Inclusive Playground (MIG proj. no. 30902): Public Art (continued) Dear Evelyn, We are requesting use of contingency to address design development of the kaleidoscope; later phases of shop drawings and fabrication will be addressed through the contractor bidding process. This is built on keeping the design and fabrication costs to a combined budget of ~$200,000 of approved art funding. Add Service #2 provided preliminary funding related to artist efforts and concept development. There is $435 in Add Service #2 associated with SAS’s preliminary effort that is no longer needed and which can be applied to UAP’s involvement (see note below). We will use the remaining Add Service #2 fee to cover our efforts related to art coordination that have already occurred as well as ongoing efforts, plus the Commission meeting we already attended and the one that is to be rescheduled due to a lack of quorum. The following summarizes MIG’s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021. All other terms in the original contract remain in effect. Add Services (Task 8: Art) We are requesting additional fees to cover artist fees for work related to art elements and for work efforts discussed, as noted below: o Concept development of kaleidoscope, 3D working model, samples of the 3Form leaves, preliminary engineering report, project schedule, and budget proposal for final shop drawings and fabrication ($38,400) Task 8 Art UAP Total: $ 38,400 Less Add Service #2 remaining Art Consultant fee -$435 Total Add Service #3 $37,965 Your emailed authorization to proceed so we can move forward with concept development and minimize schedule impact is much appreciated. Sincerely, Melissa Erikson Principal, Director of Community Design Services MIG Exhibit A-3 ROCK TAVERN 453 State Route 17K Rock Tavern NY 12575 +1 (845) 567 9464 newyork@uapcompany.com US1170 - Rev05 NEW YORK BRISBANE SHANGHAI Jollyman Park “Kaleidoscope” Sculpture Design Development MIG FEE PROPOSAL 8/21/2023 UAP Ref US2031 ROCK TAVERN 453 State Route 17K Rock Tavern NY 12575 +1 (845) 567 9464 newyork@uapcompany.com US1170 - Rev05 NEW YORK BRISBANE SHANGHAI August 21, 2023 Melissa Erikson Principal, Director of Community Design Services MIG 506 SW Sixth Avenue, Suite 400 Portland, OR 97204 Dear Melissa, SUBJECT: Design Development Proposal – Jollyman Park “Kaleidoscope” Sculpture UAP is pleased to submit the following proposal to work with MIG on the design development of a bespoke fabricated metal kinetic sculpture for the new Jollyman Park in Cupertino, CA. We understand the sculpture to be roughly 10 – 15ft high by 6 – 8ft wide with a mechanism to allow children to spin the kaleidoscope “leaves” at the top of the sculpture from its base. There are details that still need to be resolved, such as height, connection details, mechanics and finish, and we know MIG and client have the highest expectations for quality. We plan to work with MIG to refine the existing concept, provide renderings, architectural drawings and preliminary engineering for fabrication. We anticipate this design development to be an 8 week phase, allowing for up to two rounds of revision and design changes. We will deliver at the end of this phase a 3D working model, samples of the acrylic for the “leaves”, drawings, preliminary engineering report, project schedule, and a budget proposal for the next phase. The next phase proposal will be for any further needed mock-ups, along with a full proposal for shop drawings and fabrication. We understand there are budget limitations, and if it’s not possible to achieve all of MIG’s goals, we will provide value engineering recommendations to keep design and fabrication costs to a combined budget around $200,000 total (Fabrication is presently projected to be $165 - $175,000). We are excited to collaborate with MIG on this exciting project and we are looking forward to building a long term and successful relationship. SCOPE:  Staff a Technical Designer and Project Manager for an 8 week process. o Technical Designer’s hours are capped at 86 hours total o Project Manager’s hours are capped at 36 hours total o Hours beyond this will be charged at $140/hour for Technical Designer and $195/hour for Project Manager.  Coordinate with mechanical engineer (subcontracted by UAP) to propose and design mechanical operation of kinetic and non-motorized components. ROCK TAVERN 453 State Route 17K Rock Tavern NY 12575 +1 (845) 567 9464 newyork@uapcompany.com US1170 - Rev05 NEW YORK BRISBANE SHANGHAI o Mechanical engineer to provide one round of revision and design changes.  UAP NY project management with regular weekly/biweekly updates for MIG and architecture team, including project status reports and coordination for client signoffs.  Define 3D model providing up to two rounds of revisions and design changes. o Illustrate mechanical connections and mounting solution.  Provide off-the-shelf acrylic color samples from material provider for client selection and approval.  Develop fabrication methodology.  Present preliminary drawings to client for approval.  Provide an estimated budget and timeline for further mock-ups and full fabrication within budget cap of $200,000 for design and fabrication. EXCLUSIONS:  Assumes MIG can provide existing model at the onset of the project.  Assumes MIG can provide necessary requirements for site and operation.  Excludes renderings or site visualizations.  Excludes redesigns or 3D modelling of new concepts.  Excludes sampling beyond listed above samples.  Excludes site survey, shop drawings, fabrication, shipping, and installation.  Excludes contracting additional consultants, e.g. structural engineer, lighting consultant, etc.  Excludes coordination with other consultants/contractors, unless listed.  Excludes applicable sales taxes. Design Development Fee: $38,400 Payment Schedule Item Amount Date Due 30% deposit on signing $11,520 Due on signing 35% progress payment after preliminary design review $13,440 Due after preliminary review 35% final payment upon completion $13,440 Due upon completion TOTAL $38,400 ROCK TAVERN 453 State Route 17K Rock Tavern NY 12575 +1 (845) 567 9464 newyork@uapcompany.com US1170 - Rev05 NEW YORK BRISBANE SHANGHAI Should you have any questions, please do not hesitate to contact the undersigned. Sincerely, UAP PRODUCTION LLC Jason Marquis Special Projects jason.marquis@uapcompany.com | (917)757-9913 All Billing Enquiries are to be sent to: E | receivable.newyork@uapcompany.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/7/2023 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Jo Lusk 510-272-1465 CertsDesignPro@AssuredPartners.com License#:6003745 BERKLEY INSURANCE COMPANY 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc. Moore Iacofano Goltsman,Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 The Travelers Indemnity Company 25658 214942187 C X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 6801H899998 8/31/2023 8/31/2024 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2023 8/31/2024 B X X 10,000,000YCUP0H7587628/31/2023Y 8/31/2024 10,000,000 X 0 D X N Y UB2L553909 8/31/2023 8/31/2024 1,000,000 1,000,000 1,000,000 A Professional Liability & Contr.Pollution Liab Included AEC907002005 8/31/2023 8/31/2024 Per Claim/5,000,000 Included $5,000,000/Aggr Umbrella Liability policy is a follow-form to its underlying Policies:General Liability/Auto Liability/Employers Liability. Re:Jollyman Park All-Inclusive Playground The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Day Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 POLICY NUMBER; 680-1H89Q998 COMMERCIAL GENERAL LIABJLITY THIS· ENDORSEMENT CHANGES THE POLICY. PLEASE READ .IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION n1is en·do raement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAG.E PARi SCHEDULE .Names of Additional Insured Person{&) or Organlzation(s}: Any person or organization that you agree in a written contractto include as an additiona.l insured on this Coverage Part, provided that such written contract was signed oy you before,and is in effect when, the "bod.Uy inju ry" or "property damage" occurs or the "personal injury" or "ad.vertising injury" offens$. is committed. Loc:ation :of Coveted Operations: Any project to which a written oontrl:}et with the Addittortar 1ris1.1 red Peraon(s) or Orga11izat1011{s) in the Schedule applies. {Information required to complete this Schedule, if not shown above\. Will be shown in the Deelatations . .) A.Ssction II -Who Is An Insured is amended to include as an additional insured the per.son{.s} .ororgattization(s) Shown in the Schedule, buf on.lywittl respect to liability for "bodily injury''., ''property damage", "personal injury" or "advertising injury''caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omisslon.s of those actin.g on yourbehalf; in the performance of your ongoing operations for the additional insured(s) at the loca.ti0n(s) desisnated above. B. With respect to the insurance afforded to theseadditional insureds. the foltowing additional exclusions ap.ply: CG D3 61 03 tl5' This insurance does not apply to "bodily injury" or "property damage" oceurring, or "pei'$0.r1a1 injury" or ''advertising injury" arising out of an offense committed, after: 1.All wort, including materials.,. part$ or e·quip�ment furnished in connection with such work:,on the project {other than service, maint.enance or repairs) to oe performed by .or onbehalf 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 theinjury or damage arises has been put to its Intended use by any person or organizationother than .another contractor or subcontractor engaged in performing operations for aprincipal as a part of the same project. C:opyrfght 2005 The St. Paul Travelers .Companies, Inc. All rights reserved. Jncludes copyrighted material of Insurance Services Offioe, Inc. with its permission. DATE OF ISSUE: 08/06/2023 Page 1 of 1 CG T8 03 08 23 POLICY NUMBER; 680-1H89Q998 COMMERCIAL GENERAL LIAB.ILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONA.L INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERA TlONS This endor:sement modifies insur:ance provided under: the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Addit.ional Jnsu.red Person(s) Or Organization(•}= Any person or: organization that you agr:ee in a written contr:act to include as EJn additional insur:ed on this Cover:a.ge P•ar:t for "bodily· injury" or "property· damage" .included in the products--completed operations hazard, prov.ided that s.uch contract. was signed by yo.u before1 and i& in effect When 1 the ''bodily injury .or ''property darn.age" occuts. Location And Descriptie>n Of Completed Operations: Any protect to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies� lnf.ormation requited to complete this Schedule1 if not shown above1 will be .shown in the Declarations .. S.ectb:::m II - Wh:e Is An Insured is t:1mended to in clude as an additional insured the pers.on(s). or organization(s) shown in the Schedule, but only withrel:St:,ed to liability fgt ''bodily inJU.ry" or >tproperty datn ag.e" caused, in whole or in part, by "your work{' at the CG 20 S7 07 04 location designated and described in the schedule of this endorsement performed for that additional insured and included in the "produets-cotnpleted operations hazard". CG TS 04 08 23 ®. ISO Properties, Inc., 2004 DATE OF ISSUE: 08/06/2023 Page 1 of 1 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6801H899998 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 Policy Number: BA0S579947                                          Policy#: BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 The Travelers Indemnity Company 8/7/2023 1 SECOND AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC FOR ALL-INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This Second Amendment to Agreement 401 between the City of Cupertino and MIG, Inc is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc, a Corporation (“Contractor”) whose address is 2055 Junction Ave, Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: A. On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park . B. The City and the Contractor entered into a First Amended Agreement (“First Amended Agreement”) effective October 13, 2022; and C. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $419,761.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibits A and A-1 of the Agreement is modified to include Exhibit A-2 Additional Services, attached hereto. 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorized Additional Services up to an amount not to exceed $30,250.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibits A and A-1 of the Agreement is modified to include Exhibit A-2, Additional Services, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MIG, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment 1 $12,000.00 Amendment 2 $18,250.00 Total $419,761.00 Vice President and Chief Development Officer Jul 14, 2023 Christopher D. Jensen City Manager Jul 14, 2023 Jul 14, 2023 June 16, 2023 Evelyn Moran, Public Works Project Manager City of Cupertino City Hall 10300 Torre Ave. Cupertino, CA 95014 Re: Additional Services Jollyman Park Inclusive Playground (MIG proj. no. 30902): Public Art Dear Evelyn, As discussed, the City is requesting a presentation to the Art Commission in support of additional funding for Jollyman AIPG. Art & Culture Commission supported moving the kaleidoscope and musical bench or walk forward. We are working with Scientific Art Studios to develop these ideas further in preparation for going back to the Commission in July. For now, we are requesting use of contingency to address the concept work to move these forward and get blessed; Design Development/Construction Documents and fabrication will be a separate add service. This is built on $380,000 of approved art funding but knowing that the desire is to only use a portion of that. The following summarizes MIG’s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021. All other terms in the original contract remain in effect. Add Services #3 (New Task 8: Art) We are requesting additional fees under a new task number for additional work related to art elements and for work efforts discussed, as noted below: o Creating a presentation on the art elements in support of the funding request. Melissa’s virtual attendance and presentation at the Art Commission meeting in San Jose on Monday, May 22, 2023 (completed at City authorization) and in July. ($3,550) o Concept development of kaleidoscope and musical bench or walk ($14,700) Task 8 Art Total: $ 18,250 Prompt authorization to proceed so we can move forward with concept development and be able to meet the July Commission date is much appreciated. Sincerely, Melissa Erikson Principal, Director of Community Design Services MIG Exhibit A-2 1 FIRST AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC., FOR ALL-INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This First Amendment to Agreement 401 between the City of Cupertino and MIG, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc., a Corporation (“Contractor”) whose address is 2055 Junction Ave., Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park. A. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $401,511.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibit A of the Agreement is modified to include Exhibit A-1 Additional Services, attached hereto. 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorized Additional Services up to an amount not to exceed $12,000.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibit A of the Agreement is modified to include Exhibit A-1, Additional Services, attached hereto. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MIG, INC. By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment #1 Change in Scope, Change in Contract Amount $12,000.00 Total Agreement $401,511.00 Vice President/Chief Development Officer Oct 13, 2022 Christopher D. Jensen City Manager Oct 13, 2022 Oct 13, 2022 August 31, 2022 Evelyn Moran, Public Works Project Manager City of Cupertino City Hall 10300 Torre Ave. Cupertino, CA 95014 Re: Additional Services Jollyman Park Inclusive Playground (MIG proj. no. 30902) Dear Evelyn, As discussed, a restroom is being added to the project expanding work beyond that in the original scope of work. The following summarizes MIG’s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021; BKF’s effort will be addressed through a separate agreement. All other terms in the original contract remain in effect. .................................................... $12,000 We are requesting additional fees under a new task number for additional work related to adding a restroom to the project and for work efforts discussed, as noted below: o Coordinating with BKF who is leading the restroom portion of the project o Providing aesthetic coordination to ensure the restroom finishes work with the play area improvements o Planting and irrigation design for the expanded work area for all drawing submittals (50%, 90%, 100%, and bid set) It is understood that the restroom will be integrated into the play area submittals as a single project for review and bidding; the restroom will not have separate review meetings but reviews will be incorporated into the planned review meetings for the play area. Task 7 Restroom Exhibit A-1 Evelyn Moran August 31, 2022 Page 2 of 2 Please feel free to contact us with any questions or additional information needed. Sincerely, Melissa Erikson Principal, Director of Community Design Services MIG Please sign below to indicate your agreement to the terms outlined in this letter as a revision to the original contract and budget. ___________________________________________________ Evelyn Moran, Project Manager Date City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/28/2022 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 The Certificate Team CertsDesignPro@AssuredPartners.com License#:6003745 Berkley Insurance Company 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc. Moore Iacofano Goltsman,Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 1669425263 C X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 6801H899998 8/31/2022 8/31/2023 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2022 8/31/2023 B X X 10,000,000YCUP0H7587628/31/2022Y 8/31/2023 10,000,000 X 0 B XYUB2L5539098/31/2022 8/31/2023 1,000,000 1,000,000 1,000,000 A Professional Liability N Y AEC905795904 8/31/2022 8/31/2023 Per Claim Aggregate Limit $5,000,000 $5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. Re:Jollyman Park All-Inclusive Playground The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Days Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Policy Number: BA0S579947 ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò   Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸·»²¼±®»³»²¬°»®º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑÐ®±°»®¬·»ô×²½òôîððì Ð¿¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6801H899998 08/31/2022 ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò    Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ø×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×ß²×²«®»¼·¿³»²¼»¼¬±·²ó Ì¸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô Ç±«®¿½¬±®±³··±²å±®±²¬¸»°®±¶»½¬ø±¬¸»®¬¸¿²»®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó Ì¸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼«»¾§¿²§°»®±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò Ý±°§®·¹¸¬îððëÌ¸»Í¬òÐ¿«´Ì®¿ª»´»®Ý±³°¿²·»ô×²½òß´´®·¹¸¬®»»®ª»¼ò Ð¿¹»ï±ºï ×²½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ô×²½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6801H899998 08/31/2022 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6801H899998 6801H8999986801H899998 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998                                          Policy#: BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 Travelers Property Casualty Company of America 8/28/2022 All-Inclusive Playground at Jollyman Park 1 of 11 Design Professional Agr (Single) / October 2021 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH MIG, INC 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and MIG, Inc (“Consultant”), a Corporation for All-Inclusive Playground at Jollyman Park (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2024, unless terminated earlier as provided herein (“Contract Time”). 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. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin All-Inclusive Playground at Jollyman Park 2 of 11 Design Professional Agr (Single) / October 2021 work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $389,511.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $389,511.00 (“Lump Sum Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City’s reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $0.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. All-Inclusive Playground at Jollyman Park 3 of 11 Design Professional Agr (Single) / October 2021 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the S an Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant 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. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’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 Consultant. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City All-Inclusive Playground at Jollyman Park 4 of 11 Design Professional Agr (Single) / October 2021 as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time, Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), 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 a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar All-Inclusive Playground at Jollyman Park 5 of 11 Design Professional Agr (Single) / October 2021 items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment. 8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement. 8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant 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 Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY / SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) 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 Agreement, 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 or active All-Inclusive Playground at Jollyman Park 6 of 11 Design Professional Agr (Single) / October 2021 negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation. c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. All-Inclusive Playground at Jollyman Park 7 of 11 Design Professional Agr (Single) / October 2021 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City. 11.4 Consultant 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 Consultant 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. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including All-Inclusive Playground at Jollyman Park 8 of 11 Design Professional Agr (Single) / October 2021 Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Evelyn Moran, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Jan Eiesland who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City. All-Inclusive Playground at Jollyman Park 9 of 11 Design Professional Agr (Single) / October 2021 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. 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. This Section 18 survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this 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. All-Inclusive Playground at Jollyman Park 10 of 11 Design Professional Agr (Single) / October 2021 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the 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. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery 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: To Consultant: 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. All-Inclusive Playground at Jollyman Park 11 of 11 Design Professional Agr (Single) / October 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO MIG, INC A Municipal Corporation By Name Title Date By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Vice President/Chief Development Officer Nov 24, 2021 Chris Beynon Christopher D. Jensen Dianne Thompson (she/her) Acting City Manager Dec 9, 2021 Dianne Thompson (she/her) Dec 9, 2021 EXHIBIT A 1 Jollyman Park All‐Inclusive Playground Scope of Work 11.12.2021 MIG has prepared the following Scope of Work to illustrate how we will facilitate successful completion of the Jollyman Park All‐Inclusive Playground Project. This scope captures and clarifies assumptions of the tasks incorporated in the attached Fee Proposal spreadsheet. The details are based on our understanding of the requirements stated in the Jollyman Park Aug. 2, 2021 RFQ and Addenda. Project Understanding Located in Cupertino, CA, the project entails replacing the southern existing play area at Jollyman Park with an all‐ inclusive playground. Per the City’s RFQ, the project aims to incorporate the best in supportive play theories and practices to appeal to people of all ages and abilities. The design will support recreation and social interaction for people with autism, sensory challenges, cognitive, developmental, and physical disabilities – as well as those without special needs. The project will have specific all‐inclusive play amenities that will be further developed from the initial concept design with community engagement. Potential site improvement areas include walkways, storm water runoff reduction, utility identification and adjustments, landscape, irrigation, and similar site improvements within the project area. Recommended site improvements shall be based on the established Cupertino Engineering Standards. The design will be in accordance with AIPG funding guidelines; local, state and federal ADA and playground safety guidelines and requirements. TASK 1: PROJECT INITIATION Task 1.1 Project Kick‐off Meeting & Site Tour To initiate the project, the MIG Team will participate in a meeting with the City of Cupertino Jollyman project team (‘The City’) to discuss the project goals, opportunities, and challenges, as well as to establish project communication protocols, review project tasks and schedule, and other coordination topics to be determined in cooperation with the City. We see this meeting as an important step in developing a collaborative team that is committed to a shared process and vision for Jollyman Park. The MIG Team will also conduct a site tour to observe and document the existing site conditions, uses and character of Jollyman Park. Topic areas to be observed include circulation, accessibility, signage and wayfinding, lighting, natural features, social relationships, and experiential opportunities. Depending on weather and current safety protocols this may be staged as two meetings within the same week: a virtual kick‐off/goals meeting followed by an in‐person site tour of Jollyman Park. If an in‐person kick‐off meeting is feasible, then the meeting and site visit will be scheduled to occur consecutively on the same day. Task 1.2 Project Scope & Schedule Finalization MIG will work with the City of Cupertino to customize and finalize the scope and schedule, so that tasks meet the City’s preferred process and timeline. Task 1.3 Background Information Request & Assembly The MIG team will prepare a consolidated list of background information needed from the City. MIG will assemble the information and make it available for use by all team members over the course of the project. EXHIBIT A 2 Task 1.4 Community Engagement Part 1: Prepare to Engage MIG will develop a plan for community engagement, mapping out how and when to use engagement and communication techniques in a Community Outreach and Engagement Plan. We will work with the City to identify stakeholders, including both City staff and community groups, whose insights and support will help build a successful park. This plan will guide our efforts as we gather information, listen to the community and work towards the final site plan. Should the community engagement plan identify different efforts than those included below, the scope and fee will need to be revised. Task 1.5 Inclusive Play Primer Presentation To assist the City in gaining internal staff support for the Jollyman Play Area mission and goals, MIG will provide a two‐hour interactive virtual presentation about the importance and goals of an inclusive play area. MIG will create a virtual presentation to be attended by City Staff and key stakeholders. The goal for this meeting is to get all the various stakeholders to understand the project goals, learn information about inclusivity, and begin speaking the same language when it comes to inclusive play environments. The City may post to their website for a period of 3 months and keep a recording of the presentation for internal staff use. Task 1.6 Project Management and Team Coordination MIG will coordinate the work of the MIG Team throughout the duration of the design phases, prepare the Project schedule, monitor the Project budget, establish, and monitor project quality, setup project accounting and prepare and submit monthly invoices. The MIG Team will coordinate and strategize with the City via 1‐hour video calls to review progress and discuss direction and next steps. Please refer to the accompanying fee spreadsheet for the assumed task duration and number of meetings for each phase. MIG’s project manager will participate in these calls, as well as other pertinent team member at times, depending on the agenda. TASK 1 DELIVERABLES  Final Scope and Schedule  Community Outreach and Engagement Plan  Inclusive Play Primer Recording  Coordination meeting notes (for meetings led by the MIG Team)  Monthly invoices TASK 2: DATA COLLECTION AND EXISTING CONDITIONS TASK 2.1 Topographic Survey BKF will prepare a topographic survey of the 1.75 ac project area and surroundings as outlined on the project limits diagram (see Survey Exhibit on the last page). Topographic survey will not include a boundary survey. Task 2.2 Existing Utilities & Stormwater Coordination BKF will identify existing utilitity locations, through records research and online databases, perform a Site visit to document those utilities whose above ground features can be determined by visual means and discuss potential utility constraints with MIG and the City. BKF will also document in a graphic the existing project site drainage conditions, along with new stormwater requirements to meet City/County/Regional requirements. TASK 2.3 Geotechnical Report Ninyo + Moore will conduct geotechnical sampling, to include taking two exploratory borings within the project site to ascertain subsurface soil conditions. They will interpret borings and provide a geotechnical report to address design of the playground pavement types and footings. Provide a copy of the Geotechnical Report to the City. EXHIBIT A 3 TASK 2.4 Review of Requirements, Existing Conditions and Background Documents The MIG Team will review codes, standards and environmental regulations applicable to Jollyman Park and the potential park improvements. We will review City‐provided documents and on‐line research, regarding the site’s natural, social and cultural history, including land use, demographics, property boundaries, as well as ongoing site operations and maintenance issues. Task 2.5 Site Analysis, Opportunities & Constraints The MIG Team will develop a scaled base map of the park site, using an aerial and/or the survey, which assembles relevant information on the existing park site and the area immediately adjacent, including circulation, park features, trees and other information as appropriate. We will prepare a graphic summarizing existing assets, issues and opportunities, including circulation and accessibility, landscape features and overall character, paying special attention to human developmental needs and environmental health and sustainability. Task 2.6 Community Engagement Part 2: Listen, Learn, Vision Building on the engagement plan and key stakeholders identified in Community Engagement Part 1, The MIG Team will prepare graphic materials to be used in several outreach methods identified in the plan. Our assumption is that this will include an online survey; boards with similar content and a QR code that the City may print, laminate and hang at the park; (1) virtual community meeting; and (2) smaller stakeholder meetings—either virtual or outdoors. Materials will be designed to both share the site analysis and listen to the community’s own site expertise and local knowledge. In addition to patterns of use and desired experiences, MIG will work with the City to strategize engagement activities that will also provide an understanding of the site and area’s underlying character and cultural influences, which can be expressed in the design. Task 2.7 Analysis and Outreach Summary Report The MIG team will prepare an existing condition report that details the requirements, existing conditions, assumptions, constraints, opportunities, risks and risk mitigation. The report should also reflect community outreach participant input. This report will be available for the City to post to the web to keep the community informed, for help with fundraising, and for use as background for other City presentations made by City staff. Task 2.8 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 2 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City’s consolidated comments.  Topographic Survey (AutoCad file and PDF)  Existing Utilities and Drainage Conditions Summary Graphic  Geotechnical Report  Project Base Map & Site Analysis  Site Analysis, Opportunities & Constraints Graphics  Community Engagement Part 2 materials  Analysis and Engagement Summary Report  City Review Meetings Agendas & Meeting summaries  Monthly invoices TASK 3: CONCEPT DESIGN Task 3.1 Draft Concept Designs The MIG Team will prepare up to (2) Concept Plans that depict the scale and relationships between the different park areas and show how the elements are organized and connected within each area. Alternatively, the analysis EXHIBIT A 4 and input may direct the project towards one primary layout with options. The Concept drawings will contain enough information to explain the general form, content, and quality of the design, including: ● Site vision statement with a short narrative description that characterize the main features, unique aspects, visitor experience, program elements, and operations ● Concept plan ● Precedent design images to support the design ideas ● Opinion of Probable Costs ● Monthly invoices Task 3.2 City Review Meeting Two‐hour virtual meeting. MIG will present the (2) Concept Plans to City Staff for feedback and approval. MIG and the City will also use this meeting to coordinate the details of the upcoming public engagement actions and events. Task 3.3 Commission/Council Meetings MIG will present the Concept Plans at (2) Commission/Council meetings for input and approval, such as Parks and Recreation Commission and City Council. Assume each is a virtual one‐hour meeting. More presentations can be accommodated through extra services if needed. Task 3.4 Community Engagement Part 3: Consider the Concepts MIG will revise/finalize the Concept Plans per City feedback and create both analog and digital content to share the Concept Plans with the public for evaluation and feedback. MIG will review the public engagement materials with City Staff for approval. MIG will monitor any online survey results over a two‐ to three‐week period. MIG will also lead up to (2) additional community conversations (either facilitated online or, if social distancing policies allow as small coffee meetings), intercept events, pop‐ups, or outreach opportunities as determined with the City. Task 3.5 City Review Meeting Two‐hour virtual meeting. MIG will meet with the City to discuss the community engagement process and feedback; and to go over options and direction for developing the Preferred Concept. Task 3.6 Preferred Concept Design The MIG Team will incorporate the public and City feedback into a Preferred Concept. The Preferred Concept will contain enough information to explain the general form, content, and quality of the design, including: ● a statement describing the vision for the site ● a short narrative description that characterizes the main features, unique aspects, visitor experience, program elements, and operations ● precedent design images to support the concept plan ● Conceptual level grading plans for disturbed areas within the project limits ● Conceptual utility connection plans including storm drainage, preliminary stormwater treatment and detention facility sizes, sanitary sewer, water, and fire protection services ● Opinion of Probable Costs Task 3.7 City Review Meeting Two‐hour virtual meeting. MIG will present the Preferred Concept to the City for review and feedback. Task 3.8 Illustrative 3d/Bird’s‐eye view Graphic Provide an illustrative 3d or Bird’s‐eye view site graphic to share with the community and help with fundraising. Task 3.9 Community Engagement Part 4: Define the Project MIG will finalize the Preferred Concept per the City feedback and will create graphics and materials for a final virtual public presentation. MIG will review the public engagement materials with City Staff for approval. Allow for (1) round of revisions. EXHIBIT A 5 MIG will share the Preferred Concept design and Illustrative Graphic with the public to show how earlier community input shaped the final concept. MIG will provide a multi‐media, online walk‐through of the Preferred Concept with an opportunity to provide general feedback. This step is an opportunity to celebrate the culmination of the community engagement process and mark the transition to the next stage—construction drawings and building the new playground. Task 3.10 City Review Meeting Two‐hour virtual meeting. MIG will meet with City Staff to discuss the public’s comments and get final approval before moving into the Construction Documents phase. Task 3.11 Environmental Approvals Coordination MIG will provide minor assistance with graphics and coordination. More help may be provided if desired as additional services. Task 3.12 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 3 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City’s consolidated comments.  Draft Plans & Opinion of Probable Costs  Commission/Council Presentations (2)  Community Engagement Part 3 materials and summaries  City Review Meetings Agendas & Meeting summaries  Preferred Concept Plan & Opinion of Probable Costs  Illustrative 3D/Birdseye Graphic  Community Engagement Part 4 materials and summaries  Monthly invoices TASK 4: CONSTRUCTION DOCUMENTS (CD) The MIG Team will prepare design plans, construction documents, specifications and opinions of probable costs at the milestones noted below. We will schedule the design and bid process, identifying significant milestone dates and actions items for the project team and assist the City in developing bid documents to advertise for construction. The City will provide any City‐required standard details, titleblocks, requirements, and specifications to the MIG team at the beginning of this phase. All submittals will be in the form of a PDF submitted through email, Google drive, or other free and readily available digital sharing format approved by The City. Task 4.1 Preliminary CD Plans The MIG Team will prepare preliminary plans in AutoCAD showing the layout of proposed play area elements, including play elements, paving, site furnishings, planting areas and other site features. Task 4.2 Preliminary CD City Check‐in Meeting MIG will facilitate a meeting with City staff to review consolidated comments on the preliminary plans to clarify questions and confirm corrections or minor refinements needed for the 50% set. A summary of the meeting will be prepared. Task 4.3 50% CD Submittal The MIG Team will prepare construction documents to a 50% level of completion, drafted in digital format using AutoCAD. Plans shall be prepared at a minimum of 1” = 20’ scale, As part of the package, the MIG Team will EXHIBIT A 6 develop a materials and equipment schedule reflecting site material, equipment and furnishing selections so the City can review the new playground’s proposed aesthetic vision. This scope assumes the development of one set of construction drawings for a single‐phase project. If the City’s budgeting results in the need for phasing or alternates, these can be provided for an additional fee. Task 4.4 50% CD Opinion of Probable Costs The MIG Team will develop an Opinion of Probable Costs based on the submitted plans. Task 4.5 50% CD Regulatory Approval Coordination/Assistance (Allowance) The MIG Team has a small allowance to allow for regulatory approval document preparation and coordination for City reviews such as ADA review, stormwater, and the maintenance department. Task 4.6 City Review Meeting The City will provide one set of consolidated review comments detailing the required changes to the 50% CD drawings and opinion of probable costs. These will be discussed in a two‐hour (maximum) virtual meeting between the City and MIG to confirm design direction before beginning the 90% CD package. Task 4.7 90% CD Submittal Based on the 50% CD’s submittal and incorporating the City’s direction from the 50% CD review meeting, the MIG Team will prepare construction documents to a 90% level of completion. The MIG Team will also provide CSI format technical specifications related to the scope of work. Design documentation, including specifications, will be consistent with required federal, state, and local codes and regulations. Task 4.8 90% CD Opinion of Probable Costs & QA/QC Review The MIG Team will develop an Opinion of Probable Costs based on the submitted plans. MIG’s QAQC team will perform an in‐house review of drawing set and specifications to ensure Quality Assurance + Quality Control. Task 4.9 City Review Meeting The City will provide one set of consolidated review comments detailing any required changes to the Design 90% CD package. These will be discussed and finalized in a two‐hour (maximum) virtual meeting between the City and MIG prior to finalizing the 100% CD package. Task 4.10 100% CD Submittal/Permit Set Based on the final consolidated list of comments and direction from the City, the MIG Team will advance the construction documents set to a level of 100% completion. We will produce final technical specifications in CSI format to describe the requirements for construction materials, equipment, systems, standards, and workmanship. The City will be responsible for providing the Division I specifications sections. The MIG team assumes that multiple permit packages are not required and that 100% construction documents will be comprise the construction permitting set. The MIG Team will package the 100% complete construction documents and submit to the City for final review and comment (PDF format). One round of minor edits may be incorporated by the MIG Team to create the final Permit Set. Task 4.11 Bid Set Preparation Incorporating minor revisions related to comments from the permitting review, the MIG Team will prepare final design (bid) documents based on the 100% drawings and techncial specifications. Task 4.12 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 4 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Preliminary plans (In‐progress check‐in) for City Review  Design Development (50% CD) Submittal ‐ Drawings and Spec TOC  Design Development (50% CD) Opinion of Probable Costs EXHIBIT A 7  90% CD Submittal ‐ Drawings and Specs  90% CD Opinion of Probable Costs  100% CD Drawing Set ‐ Drawings and Specs  100% CD Opinion of Probable Costs  Monthly invoices TASK 5: BIDDING SUPPORT Task 5.1 Pre‐bid Meeting MIG will attend the pre‐bid meeting to respond to questions about the Construction Documents. Task 5.2 Bid Assistance Allowance (Bidder Question Response) The MIG Team has made an allowance to prepare responses to bidders’ questions to clarify the construction documents. Task 5.3 Conformed Construction Set Submittal Once the bid period is complete and the contractor has been selected, the MIG Team will prepare a final conformed set for the contractor’s use during construction. The conformed construction set will incorporate the addenda and responses to bidders’ questions. Task 5.4 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 5 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Responses to Bidders’ Questions  Conformed Construction Set  Monthly invoices No allowance has been made for any value engineering at the Bid Phase. Should bids come in higher than anticipated due to unforeseen market conditions, the MIG Team will meet with the Client to discuss options to move the project forward. Any additional design, coordination or submittals can be provided for additional services. TASK 6: CONSTRUCTION ADMINISTRATION Task 6.1 Preconstruction Meeting Participation The MIG Team will attend and participate in a Pre‐Construction meeting scheduled and lead by the City. The MIG Team will attend the meeting to support the City in answering the contractor’s questions. This scope assumes attendance by the lead landscape architect and civil engineer. If needed, other design team members can be made available through additional services. Task 6.2 Responses to Contractor Submittals The MIG Team will review and take appropriate action (approve with modifications, reject, etc.) on the Contractor’s submittals such as RFI’s, Shop Drawings, Product Data and Samples, to confirm conformance with the design intent of the project and compliance with the information given in the Contract Documents. Reviews will take place in accordance with reasonable promptness and according to language agreed upon in the bid documents. Reviews and approvals or other action shall not extend to means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident thereto. Approval of a specific item shall not indicate approval of an assembly of which the item is a component. The MIG Team assumes a maximum EXHIBIT A 8 of two reviews of contractor submittals and shop drawings. Additional reviews can be provided through additional services (see last section). Task 6.3 Construction Meetings and Site visits MIG will attend up to (4) construction meetings to review construction progress and Contractor’s compliance with the design intent. These meetings can be virtual or on‐site, depending on current safety measures. In addition, MIG will perform up to (8) site visits and the Civil engineer will perform up to three (3) site visit/reviews, as requested by City. Task assumes a maximum construction duration of ten months. Task 6.4 Preliminary Punch List Site Visit and Preparation When notified that the construction is substantially complete, the MIG team will make one site visit with the City’s representative and perform a Preliminary Punch List inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents. MIG will consolidate observations and provide a “punch list,” describing the items it recommends for the contractor’s correction prior to scheduling the Final Punch List Site Visit. Task 6.5 Final Punch List Site Visit and Preparation When notified that the construction is fully complete, the MIG team will make one site visit with the City’s representative and perform a “Final” inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents. MIG will consolidate observations and provide a Final Punch List, describing the items it recommends for the contractor’s correction prior to closing out the construction contract. Task 6.6 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 6 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Submittal and Shop Drawing review documentation  Responses to contractor’s Requests for Information  Construction Meetings – (up to 4)  Site Visits – (up to 11)  Preliminary Punch List  Final Punch List  Monthly invoices ADDITIONAL SERVICES The MIG Team has a broad range of experience, skills and services. The following is a non‐exhaustive list of items that are not included in this scope but could be provided as additional services if they are needed or desired by the City: ● Additional community engagement beyond the scoped items in the process (including digital advertisement, intercept surveys, additional surveys/workshops/open houses/pop‐up events). ● Additional public meetings beyond the scoped items in the process (including attending City Council meetings, public hearings, hearing examiner meetings, public open houses, and local association meetings). ● City project team meetings beyond those listed ● Additional design alternative drafts or renderings other than those listed. ● Preparation of phased or multiple‐packaged construction documents. EXHIBIT A 9 ● Preparation of special studies outside our scope of work. ● Intensive research and testing to determine conditions of existing site utilities (i.e., potholing, smoke testing, dye testing, pressure testing, fire flow testing, videotaping, etc.). ● Utility Relocation Plans ● Supplemental surveying services beyond the initial survey necessary for completeness. ● Appeal, Design Exception, and Alternative Review applications. ● Services related to future facilities and improvements. ● Design of water capture/re‐use systems, pump stations, sump pumps, or force mains for sanitary sewer or storm drainage systems, if required. ● Design of systems to comply with or obtain LEED certification, including preparation of LEED documentation and addressing review comments from the USGBC. ● Redesign of civil/landscape items following completion of construction document as a result of site and building plan changes or unforeseen existing conditions. ● Design for areas not identified in the project understanding. ● Value Engineering. If the MIG Team is needed to assist with VE and/or bid negotiations, it is available on a Time and Materials basis. ● Arborist Report ● Project Record Drawings PROJECT SCOPE ASSUMPTIONS: ● CLIENT: ‘The City’ refers to the City of Cupertino’s Jollyman project team. ● BUDGET: Scope and fee is based on a construction budget of $2,910,000 ($2,670,000 base budget with a $240,000 contingency). The City has identified a fundraising goal of $1,000,000. If fundraising goals are not met, there will be a shortfall. Redesign to value engineer the project will require a contract modification. ● DELIVERABLES: Unless otherwise indicated, all deliverables will be provided in PDF format. Native files will be created in software selected at the consultant team’s discretion. If the City desires printed copies or specific file formats, the MIG Team is happy to work with the City to develop a strategy that meets the project’s budget and needs. ● IN‐PERSON MEETINGS: Team meetings and most community engagement events are assumed to be virtual with some limited outdoor engagement events as noted. ● TRANSLATION: All documentation will be in English; however, as an additional service, the MIG Team can provide exhibits in other languages. ● CONSOLIDATED COMMENTS: The City will provide MIG with (1) set of vetted and consolidated comments from all parties/agencies in all tasks involving review and feedback. ● PERMIT FEES: All permit fees and agency charges will be paid by others. ● UTILITIES: The site is adequately served by utilities adjacent to the site. ● OFFSITE UTILITIES/STREET/PARKING DESIGN: Offsite utility or street/parking design beyond the identified playground area is not included in this proposal. ● ENVIRONMENTAL WORK: Floodplain, wetland, soil remediation or environmental work is not included in this proposal. ● CONSTRUCTION TESTING + INSPECTIONS: Necessary testing and inspections during construction will be provided by others. ● EXISTING UTILITY DISTRIBUTION: It is assumed that existing utility distribution systems will not be impacted by the proposed development. EXHIBIT A 10 SURVEY AREA: City of Cupertino I Jollyman Park All-Inclusive Playground e s t i m a t e d p r o j e c t c o s t Hrs@ $210 Hrs@ $180 Hrs@ $160 Hrs@ $95 Hrs@ $145 Hrs@ $140 Hrs@ $150 Hrs@ $80 Task 1: PROJECT INITIATION AND ONGOING PROJECT MANAGEMENT (2 weeks) 1.1 Project Kick-off Meeting & Site Tour 6 $1,260 8 $1,440 8 $1,280 6 $570 6 $870 6 $840 $0 $0 28 $6,260 $500 $540 $1,000 $2,040 $8,300 1.2 Project Scope & Schedule Finalization 2 $420 4 $720 $0 $0 $0 1 $140 $0 $0 7 $1,280 $0 $1,280 1.3 Background Information Request & Assembly 1 $210 2 $360 $0 2 $190 1 $145 $0 $0 $0 3 $905 $0 $905 1.4 Community Engagement Part 1: Prepare to Engage 1 $210 4 $720 $0 6 $570 $0 8 $1,120 $0 $0 13 $2,620 $0 $2,620 1.5 Inclusive Play Primer Presentation 6 $1,260 4 $720 $0 5 $520 $0 $0 $0 $0 $2,500 $0 $2,500 1.6 Project Management and Team Coordination (Assume 2 meeting calls, ~1 per week)2 $420 10 $1,800 $0 2 $190 $0 $0 $0 8 $640 20 $3,050 $0 $800 $3,850 Subtotal 18 $3,780 32 $5,760 8 $1,280 21 $2,040 7 $1,015 15 $2,100 0 $0 8 $640 71 $16,615 $500 $0 $540 $1,000 $2,040 $800 $19,455 Task 2: DATA COLLECTION AND EXISTING CONDITIONS (1.5 months) 2.1 Topographic Survey $0 $0 $0 $0 $0 $0 $0 $0 0 $0 $10,000 $10,000 $10,000 2.2 Existing Utilities & Stormwater Coordination $0 2 $360 $0 2 $190 2 $290 $0 $0 $0 2 $840 $4,000 $4,000 $4,840 2.3 Geotechnical Report $0 $0 $0 $0 $0 $0 $0 $0 0 $0 $500 $14,200 $14,700 $14,700 2.4 Review of Requirements, Existing Conditions and Background Documents 4 $840 10 $1,800 4 $640 10 $950 4 $580 4 $560 $0 $0 22 $5,370 $2,000 $360 $600 $2,960 $8,330 2.5 Site Analysis, Opportunities & Constraints 1 $210 8 $1,440 2 $320 14 $1,330 $0 $0 $0 $0 11 $3,300 $0 $3,300 Community Engagement Part 2: Listen, Learn, Vision Online Survey & Similar info on Boards for Posting 1 $210 8 $1,440 $0 14 $1,330 $0 40 $5,600 $0 $0 49 $8,580 $0 $8,580 (1) Virtual Community meeting and (2) Stakeholder meetings 1 $210 14 $2,520 $0 14 $1,330 $0 20 $2,800 $0 $0 35 $6,860 $0 $6,860 2.7 Analysis and Outreach Summary Report 1 $210 8 $1,440 1 $160 8 $760 2 $290 12 $1,680 $0 $0 22 $4,540 $0 $4,540 2.8 Project Management and Team Coordination (Assume 4 meeting calls, ~2 per month)4 $840 20 $3,600 $0 $0 $0 4 $560 $0 2 $160 30 $5,160 $0 $400 $5,560 Subtotal 12 $2,520 70 $12,600 7 $1,120 62 $5,890 8 $1,160 80 $11,200 0 $0 2 $160 171 $34,650 $16,500 $14,200 $360 $600 $31,660 $400 $66,710 Task 3: CONCEPT DESIGN (4 months) 3.1 Draft Concept Designs (& Opinion of Probable Costs)2 $420 24 $4,320 12 $1,920 32 $3,040 4 $580 2 $280 $0 $0 40 $10,560 $2,500 $360 $800 $3,660 $14,220 3.2 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.3 Commission/Council Meetings (Allowance for 2) 2 $420 2 $360 $0 $0 $0 $0 $0 $0 4 $780 $0 $780 Community Engagement Part 3: Consider the Concepts Online Survey & Similar info on Boards for Posting $0 6 $1,080 $0 20 $1,900 $0 40 $5,600 $0 $0 46 $8,580 $0 $8,580 (2) informal community meetings - virtual or pop-up $0 12 $2,160 $0 16 $1,520 $0 16 $2,240 $0 $0 28 $5,920 $0 $5,920 3.5 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.6 Preferred Concept Design (& Opinion of Probable Costs)2 $420 16 $2,880 12 $1,920 32 $3,040 4 $580 1 $140 $0 $0 31 $8,980 $1,500 $360 $1,860 $10,840 3.7 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.8 Illustrative 3d/Birdseye Graphic $0 1 $250 $0 $0 $0 $0 15 $2,250 $0 $2,500 $0 $2,500 3.9 Community Engagement Part 4: Define the Project Includes: (1) virtual community meeting $0 8 $1,440 $0 16 $1,520 $0 20 $2,800 $0 $0 28 $5,760 $0 $5,760 3.10 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $500 $500 $1,460 3.11 Environmental Approvals Coordination (Allowance)$0 4 $720 $0 4 $380 $0 $0 $0 $0 4 $1,100 $0 $1,100 3.12 Project Management and Team Coordination (Assume 5 meeting calls, ~1 per month)5 $1,050 30 $5,400 $0 $0 $0 5 $700 $0 5 $400 45 $7,550 $0 $400 $7,950 Subtotal 19 $3,990 115 $20,770 24 $3,840 120 $11,400 8 $1,160 90 $12,600 15 $2,250 5 $400 252 $56,410 $4,500 $0 $720 $800 $6,020 $400 $62,830 Task 4: CONSTRUCTION DOCUMENTS (7 months) 4.1 Preliminary CD Plans 1 $210 24 $4,320 12 $1,920 72 $6,840 16 $2,320 $0 $0 $0 37 $15,610 $4,750 $1,720 $800 $7,270 $22,880 4.2 Preliminary CD Plans City Check-In Meeting 2 $420 3 $540 $0 2 $190 $0 $0 $0 $0 5 $1,150 $0 $1,150 4.3 50% CD Submittal 4 $840 32 $5,760 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 60 $22,860 $6,000 $2,580 $400 $8,980 $31,840 4.4 50% CD Opinion of Probable Costs 1 $210 8 $1,440 2 $320 4 $380 3 $435 $0 $0 $0 11 $2,785 $500 $180 $680 $3,465 4.5 50% CD Regulatory Approval Coordination/Assistance (Allowance)$0 8 $1,440 $0 $0 $0 $0 $0 $0 8 $1,440 $0 $1,440 4.6 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $0 $960 4.7 90% CD Submittal 4 $840 40 $7,200 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 68 $24,300 $5,000 $3,440 $1,200 $9,640 $33,940 4.8 90% CD Opinion of Probable Costs & QA/QC Review 1 $210 8 $1,440 12 $1,920 4 $380 3 $435 $0 $0 $0 21 $4,385 $1,500 $180 $1,680 $6,065 4.9 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $0 $960 4.10 100% CD Submittal/Permit Set 2 $420 32 $5,760 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 58 $22,440 $4,500 $1,600 $1,290 $800 $8,190 $30,630 4.11 Bid Set Preparation 2 $420 24 $4,320 $0 40 $3,800 28 $4,060 $0 $0 $0 26 $12,600 $2,000 $305 $400 $2,705 $15,305 4.12 Project Management and Team Coordination (Assume 9 meeting calls, ~1 per month)9 $1,890 36 $6,480 $0 $0 $0 $0 $0 8 $640 53 $9,010 $0 $400 $9,410 Subtotal 30 $6,300 221 $39,780 98 $15,680 386 $36,670 134 $19,430 0 $0 0 $0 8 $640 357 $118,500 $24,250 $1,600 $9,695 $3,600 $39,145 $400 $158,045 Task 5: BIDDING SUPPORT (2.5 months) 5.1 Pre-bid Meeting $0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $250 $250 $1,330 5.2 Bid Assistance Allowance (Bidder Question Response, Addenda)$0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $500 $500 $1,580 5.3 Conformed Construction Set Submittal 1 $210 4 $720 $0 32 $3,040 12 $1,740 $0 $0 $0 5 $5,710 $1,000 $250 $400 $1,650 $7,360 5.4 Project Management and Team Coordination (Assume 3 meeting calls, ~1 per month)1 $210 12 $2,160 $0 $0 $0 $0 $0 3 $240 16 $2,610 $0 $100 $2,710 Subtotal 2 $420 28 $5,040 0 $0 32 $3,040 12 $1,740 0 $0 0 $0 3 $240 33 $10,480 $1,750 $0 $250 $400 $2,400 $100 $12,980 Task 6: CONSTRUCTION ADMINISTRATION (9.5 months) 6.1 Preconstruction Meeting Participation $0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $250 $250 $1,330 6.2 Responses to Contractor Submittals $0 60 $10,800 16 $2,560 30 $2,850 16 $2,320 $0 $0 $0 76 $18,530 $1,000 $1,440 $800 $3,240 $21,770 6.3 Construction Meetings and Site visits (see scope qty)6 $1,260 80 $14,400 16 $2,560 12 $1,140 6 $870 $0 $0 $0 102 $20,230 $750 $720 $400 $1,870 $22,100 6.4 Preliminary Punch List Site Visit and Preparation 1 $210 10 $1,800 $0 $0 10 $1,450 $0 $0 $0 11 $3,460 $1,000 $1,000 $4,460 6.5 Final Punch List Site Visit and Preparation 1 $210 10 $1,800 $0 $0 10 $1,450 $0 $0 $0 11 $3,460 $500 $500 $3,960 6.6 Project Management and Team Coordination (Assume 10 meeting calls, 1 per month)10 $2,100 40 $7,200 $0 $0 $0 $0 $0 10 $800 60 $10,100 $0 $1,200 $11,300 Subtotal 18 $3,780 206 $37,080 32 $5,120 42 $3,990 42 $6,090 0 $0 0 $0 10 $800 266 $56,860 $3,500 $0 $2,160 $1,200 $6,860 $1,200 $64,920 99 $20,790 672 $121,030 169 $27,040 663 $63,030 211 $30,595 185 $25,900 15 $2,250 36 $2,880 1150 $293,515 $51,000 $15,800 $13,725 $7,600 $88,125 $3,300 $384,940 5% Markup (Direct Costs/Administrative)$4,406 $165 $4,571 $389,511 Professional Fees Totals MIG Totals BKF (Civil) Sub Totals KPFF (Struct) Ninyo+ Moore (Geotech) Atium (Elect) Noe Noyola Direct Costs SUBTOTAL TOTAL PROJECT COSTS Tucker McPhaul Project Associate 2.6 3.4 MIG, Inc.Subconsultants Principal-in-Charge Amy MitchellJan Eiesland Project Manager Play Specialist/CPSI Community Outreach Specialist Project Assistant Melissa Erikson Lori ManessDino Viale Irrigation Designer CJ Davis Senior Urban Designer MIG, Inc.City of Cupertino - Jollyman Park All-Inclusive Playground | Fee Proposal EXHIBIT B: Schedule Jollyman Park All‐Inclusive Playground Task 1: Project Initiation and Ongoing Project Management – January 2022 (0.5 month) Task 2: Data Collection and Existing Conditions – Jan ‐Feb 2022 (1.5 months) Task 3: Concept Design – Mar – June 2022 (4 months) Task 4: Construction Documents – June 2022 – Mar 2023 (7 months) Task 5: Bidding Support – Apr.‐June 2023 (2.5 months) Task 6: Construction Administration – June 2023 – Mar. 2024 (9.5 months) Project schedule is subject to refinement at the kickoff meeting and will be regularly updated during the course of the project, working with City staff, to better reflect project needs and City review times. EXHIBIT C: Hourly Rates and Reimbursable Expenses Jollyman Park All‐Inclusive Playground Unless specified otherwise, invoices are submitted monthly showing time and charges for professional services by staff category and a separate figure for expenses. Invoices are payable upon receipt. Invoices unpaid past 30 days are subject to interest at 1‐1/2% per month. MIG Inc. labor includes all overhead. Hourly rates by position are noted below: Role $/hour Principal‐in‐Charge $210 Project Manager $180 Play Specialist/CPSI $160 Project Associate $95 Irrigation Designer $145 Community Outreach Specialist $140 Senior Urban Designer $150 Project Assistant $80 Planner/Master Plan Advisor $165 ADA Specialist $135 Graphic Designer $140 Expenses are as follows: Type Rate Automobile travel current IRS rate Meals cost + 5% Photocopy (letter and tabloid) $0.10/print Color copies (letter and tabloid) $0.50/print Commercial printing/plotting cost + 5% Subcontractors cost + 5% Other (lab tests, aerial photos, etc) cost + 5% Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/22/2021 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 The Certfiicate Team CertsDesignPro@AssuredPartners.com License#:6003745 Berkley Insurance Company 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc. Moore Iacofano Goltsman,Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 2075696555 B X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X X Y Y 6801H899998 8/31/2021 8/31/2022 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2021 8/31/2022 B X X 10,000,000YCUP0H7587628/31/2021Y 8/31/2022 10,000,000 X 0 B XYUB2L5539098/31/2021 8/31/2022 1,000,000 1,000,000 1,000,000 A Professional Liability N Y AEC904725003 8/31/2021 8/31/2022 Each Claim Annual Aggregate $3,000,000 $5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. Re:Jollyman Park All-Inclusive Playground The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Days Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò   Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸·»²¼±®»³»²¬°»®º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑÐ®±°»®¬·»ô×²½òôîððì Ð¿¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò    Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ø×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×ß²×²«®»¼·¿³»²¼»¼¬±·²ó Ì¸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô Ç±«®¿½¬±®±³··±²å±®±²¬¸»°®±¶»½¬ø±¬¸»®¬¸¿²»®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó Ì¸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼«»¾§¿²§°»®±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò Ý±°§®·¹¸¬îððëÌ¸»Í¬òÐ¿«´Ì®¿ª»´»®Ý±³°¿²·»ô×²½òß´´®·¹¸¬®»»®ª»¼ò Ð¿¹»ï±ºï ×²½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ô×²½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6801H899998 6801H8999986801H899998 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA0S579947                                          Policy#: BA0S579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Compa ny.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 Travelers Property Casualty Company of America 11/22/2021 SIGNED_MIG for All-Inclusive Playground at Jollyman Park Final Audit Report 2021-12-10 Created:2021-12-09 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA4F2c7BjpwgFJsSlCx8DpGz7lC4gcweSm "SIGNED_MIG for All-Inclusive Playground at Jollyman Park" Hi story Document created by Julia Kinst (juliak@cupertino.org) 2021-12-09 - 6:39:15 PM GMT- IP address: 64.165.34.3 Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2021-12-09 - 6:41:23 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-12-09 - 6:41:25 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-12-09 - 11:56:31 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2021-12-09 - 11:56:33 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2021-12-10 - 0:10:34 AM GMT- IP address: 172.225.89.120 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2021-12-10 - 1:47:55 AM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Dianne Thompson (she/her) (diannet@cupertino.org) for signature 2021-12-10 - 1:47:59 AM GMT Email viewed by Dianne Thompson (she/her) (diannet@cupertino.org) 2021-12-10 - 3:18:35 AM GMT- IP address: 104.28.124.179 Document e-signed by Dianne Thompson (she/her) (diannet@cupertino.org) Signature Date: 2021-12-10 - 3:28:01 AM GMT - Time Source: server- IP address: 99.179.16.200 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-12-10 - 3:28:04 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-12-10 - 4:33:05 AM GMT- IP address: 172.225.89.144 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-12-10 - 4:33:24 AM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-12-10 - 4:33:24 AM GMT MIG Amendment 2 for All-Inclusive Playground at Jollyman Park Final Audit Report 2023-07-14 Created:2023-07-11 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAuesLuV_v2UKEpjhswWs4lriEEyI7iIud "MIG Amendment 2 for All-Inclusive Playground at Jollyman Par k" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-07-11 - 0:54:24 AM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2023-07-11 - 0:57:31 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2023-07-11 - 0:59:25 AM GMT - Time Source: server- IP address: 98.97.58.57 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-07-11 - 0:59:29 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-07-11 - 4:05:34 PM GMT - Time Source: server- IP address: 73.170.104.117 Document emailed to Chris Beynon (chrisb@migcom.com) for signature 2023-07-11 - 4:05:39 PM GMT Email viewed by Chris Beynon (chrisb@migcom.com) 2023-07-11 - 7:22:09 PM GMT- IP address: 74.125.209.35 Email viewed by Chris Beynon (chrisb@migcom.com) 2023-07-13 - 3:19:52 AM GMT- IP address: 104.28.116.106 Email viewed by Chris Beynon (chrisb@migcom.com) 2023-07-14 - 3:43:04 AM GMT- IP address: 74.125.210.141 Document e-signed by Chris Beynon (chrisb@migcom.com) Signature Date: 2023-07-14 - 5:36:19 PM GMT - Time Source: server- IP address: 64.191.87.162 Document emailed to christopherj@cupertino.org for signature 2023-07-14 - 5:36:24 PM GMT Email viewed by christopherj@cupertino.org 2023-07-14 - 5:38:58 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-07-14 - 5:39:15 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-07-14 - 5:39:17 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-07-14 - 5:39:21 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-07-14 - 6:47:48 PM GMT- IP address: 104.47.73.126 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-07-14 - 6:48:02 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-07-14 - 6:48:07 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-07-14 - 6:48:20 PM GMT- IP address: 104.28.123.94 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-07-14 - 7:31:21 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2023-07-14 - 7:31:21 PM GMT 1 FIRST AMENDMENT TO AGREEMENT 401 BETWEEN THE CITY OF CUPERTINO AND MIG, INC., FOR ALL-INCLUSIVE PLAYGROUND AT JOLLYMAN PARK This First Amendment to Agreement 401 between the City of Cupertino and MIG, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and MIG, Inc., a Corporation (“Contractor”) whose address is 2055 Junction Ave., Suite 205, San Jose, CA 95131, and is made with reference to the following: RECITALS: On December 09, 2021 Agreement 401 (“Agreement”) was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park. A. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 Maximum Compensation of the Agreement is modified to read as follows: City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $401,511.00 (“Contract Price”), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibit A of the Agreement is modified to include Exhibit A-1 Additional Services, attached hereto. 2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorized Additional Services up to an amount not to exceed $12,000.00. Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibit A of the Agreement is modified to include Exhibit A-1, Additional Services, attached hereto. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MIG, INC. By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2022-326 $389,511.00 Amendment #1 Change in Scope, Change in Contract Amount $12,000.00 Total Agreement $401,511.00 Vice President/Chief Development Officer Oct 13, 2022 Christopher D. Jensen City Manager Oct 13, 2022 Oct 13, 2022 August 31, 2022 Evelyn Moran, Public Works Project Manager City of Cupertino City Hall 10300 Torre Ave. Cupertino, CA 95014 Re: Additional Services Jollyman Park Inclusive Playground (MIG proj. no. 30902) Dear Evelyn, As discussed, a restroom is being added to the project expanding work beyond that in the original scope of work. The following summarizes MIG’s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021; BKF’s effort will be addressed through a separate agreement. All other terms in the original contract remain in effect. .................................................... $12,000 We are requesting additional fees under a new task number for additional work related to adding a restroom to the project and for work efforts discussed, as noted below: o Coordinating with BKF who is leading the restroom portion of the project o Providing aesthetic coordination to ensure the restroom finishes work with the play area improvements o Planting and irrigation design for the expanded work area for all drawing submittals (50%, 90%, 100%, and bid set) It is understood that the restroom will be integrated into the play area submittals as a single project for review and bidding; the restroom will not have separate review meetings but reviews will be incorporated into the planned review meetings for the play area. Task 7 Restroom Exhibit A-1 Evelyn Moran August 31, 2022 Page 2 of 2 Please feel free to contact us with any questions or additional information needed. Sincerely, Melissa Erikson Principal, Director of Community Design Services MIG Please sign below to indicate your agreement to the terms outlined in this letter as a revision to the original contract and budget. ___________________________________________________ Evelyn Moran, Project Manager Date City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/28/2022 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 The Certificate Team CertsDesignPro@AssuredPartners.com License#:6003745 Berkley Insurance Company 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc. Moore Iacofano Goltsman,Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 1669425263 C X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 6801H899998 8/31/2022 8/31/2023 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2022 8/31/2023 B X X 10,000,000YCUP0H7587628/31/2022Y 8/31/2023 10,000,000 X 0 B XYUB2L5539098/31/2022 8/31/2023 1,000,000 1,000,000 1,000,000 A Professional Liability N Y AEC905795904 8/31/2022 8/31/2023 Per Claim Aggregate Limit $5,000,000 $5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. Re:Jollyman Park All-Inclusive Playground The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Days Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Policy Number: BA0S579947 ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò   Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸·»²¼±®»³»²¬°»®º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑÐ®±°»®¬·»ô×²½òôîððì Ð¿¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6801H899998 08/31/2022 ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò    Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ø×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×ß²×²«®»¼·¿³»²¼»¼¬±·²ó Ì¸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô Ç±«®¿½¬±®±³··±²å±®±²¬¸»°®±¶»½¬ø±¬¸»®¬¸¿²»®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó Ì¸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼«»¾§¿²§°»®±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò Ý±°§®·¹¸¬îððëÌ¸»Í¬òÐ¿«´Ì®¿ª»´»®Ý±³°¿²·»ô×²½òß´´®·¹¸¬®»»®ª»¼ò Ð¿¹»ï±ºï ×²½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ô×²½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6801H899998 08/31/2022 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6801H899998 6801H8999986801H899998 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998                                          Policy#: BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 Travelers Property Casualty Company of America 8/28/2022 All-Inclusive Playground at Jollyman Park 1 of 11 Design Professional Agr (Single) / October 2021 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH MIG, INC 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and MIG, Inc (“Consultant”), a Corporation for All-Inclusive Playground at Jollyman Park (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2024, unless terminated earlier as provided herein (“Contract Time”). 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. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin All-Inclusive Playground at Jollyman Park 2 of 11 Design Professional Agr (Single) / October 2021 work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $389,511.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $389,511.00 (“Lump Sum Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City’s reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $0.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. All-Inclusive Playground at Jollyman Park 3 of 11 Design Professional Agr (Single) / October 2021 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the S an Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant 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. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’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 Consultant. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City All-Inclusive Playground at Jollyman Park 4 of 11 Design Professional Agr (Single) / October 2021 as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time, Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), 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 a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar All-Inclusive Playground at Jollyman Park 5 of 11 Design Professional Agr (Single) / October 2021 items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment. 8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement. 8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant 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 Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY / SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) 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 Agreement, 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 or active All-Inclusive Playground at Jollyman Park 6 of 11 Design Professional Agr (Single) / October 2021 negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation. c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. All-Inclusive Playground at Jollyman Park 7 of 11 Design Professional Agr (Single) / October 2021 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City. 11.4 Consultant 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 Consultant 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. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including All-Inclusive Playground at Jollyman Park 8 of 11 Design Professional Agr (Single) / October 2021 Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Evelyn Moran, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Jan Eiesland who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City. All-Inclusive Playground at Jollyman Park 9 of 11 Design Professional Agr (Single) / October 2021 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. 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. This Section 18 survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this 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. All-Inclusive Playground at Jollyman Park 10 of 11 Design Professional Agr (Single) / October 2021 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the 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. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery 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: To Consultant: 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. All-Inclusive Playground at Jollyman Park 11 of 11 Design Professional Agr (Single) / October 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO MIG, INC A Municipal Corporation By Name Title Date By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Vice President/Chief Development Officer Nov 24, 2021 Chris Beynon Christopher D. Jensen Dianne Thompson (she/her) Acting City Manager Dec 9, 2021 Dianne Thompson (she/her) Dec 9, 2021 EXHIBIT A 1 Jollyman Park All‐Inclusive Playground Scope of Work 11.12.2021 MIG has prepared the following Scope of Work to illustrate how we will facilitate successful completion of the Jollyman Park All‐Inclusive Playground Project. This scope captures and clarifies assumptions of the tasks incorporated in the attached Fee Proposal spreadsheet. The details are based on our understanding of the requirements stated in the Jollyman Park Aug. 2, 2021 RFQ and Addenda. Project Understanding Located in Cupertino, CA, the project entails replacing the southern existing play area at Jollyman Park with an all‐ inclusive playground. Per the City’s RFQ, the project aims to incorporate the best in supportive play theories and practices to appeal to people of all ages and abilities. The design will support recreation and social interaction for people with autism, sensory challenges, cognitive, developmental, and physical disabilities – as well as those without special needs. The project will have specific all‐inclusive play amenities that will be further developed from the initial concept design with community engagement. Potential site improvement areas include walkways, storm water runoff reduction, utility identification and adjustments, landscape, irrigation, and similar site improvements within the project area. Recommended site improvements shall be based on the established Cupertino Engineering Standards. The design will be in accordance with AIPG funding guidelines; local, state and federal ADA and playground safety guidelines and requirements. TASK 1: PROJECT INITIATION Task 1.1 Project Kick‐off Meeting & Site Tour To initiate the project, the MIG Team will participate in a meeting with the City of Cupertino Jollyman project team (‘The City’) to discuss the project goals, opportunities, and challenges, as well as to establish project communication protocols, review project tasks and schedule, and other coordination topics to be determined in cooperation with the City. We see this meeting as an important step in developing a collaborative team that is committed to a shared process and vision for Jollyman Park. The MIG Team will also conduct a site tour to observe and document the existing site conditions, uses and character of Jollyman Park. Topic areas to be observed include circulation, accessibility, signage and wayfinding, lighting, natural features, social relationships, and experiential opportunities. Depending on weather and current safety protocols this may be staged as two meetings within the same week: a virtual kick‐off/goals meeting followed by an in‐person site tour of Jollyman Park. If an in‐person kick‐off meeting is feasible, then the meeting and site visit will be scheduled to occur consecutively on the same day. Task 1.2 Project Scope & Schedule Finalization MIG will work with the City of Cupertino to customize and finalize the scope and schedule, so that tasks meet the City’s preferred process and timeline. Task 1.3 Background Information Request & Assembly The MIG team will prepare a consolidated list of background information needed from the City. MIG will assemble the information and make it available for use by all team members over the course of the project. EXHIBIT A 2 Task 1.4 Community Engagement Part 1: Prepare to Engage MIG will develop a plan for community engagement, mapping out how and when to use engagement and communication techniques in a Community Outreach and Engagement Plan. We will work with the City to identify stakeholders, including both City staff and community groups, whose insights and support will help build a successful park. This plan will guide our efforts as we gather information, listen to the community and work towards the final site plan. Should the community engagement plan identify different efforts than those included below, the scope and fee will need to be revised. Task 1.5 Inclusive Play Primer Presentation To assist the City in gaining internal staff support for the Jollyman Play Area mission and goals, MIG will provide a two‐hour interactive virtual presentation about the importance and goals of an inclusive play area. MIG will create a virtual presentation to be attended by City Staff and key stakeholders. The goal for this meeting is to get all the various stakeholders to understand the project goals, learn information about inclusivity, and begin speaking the same language when it comes to inclusive play environments. The City may post to their website for a period of 3 months and keep a recording of the presentation for internal staff use. Task 1.6 Project Management and Team Coordination MIG will coordinate the work of the MIG Team throughout the duration of the design phases, prepare the Project schedule, monitor the Project budget, establish, and monitor project quality, setup project accounting and prepare and submit monthly invoices. The MIG Team will coordinate and strategize with the City via 1‐hour video calls to review progress and discuss direction and next steps. Please refer to the accompanying fee spreadsheet for the assumed task duration and number of meetings for each phase. MIG’s project manager will participate in these calls, as well as other pertinent team member at times, depending on the agenda. TASK 1 DELIVERABLES  Final Scope and Schedule  Community Outreach and Engagement Plan  Inclusive Play Primer Recording  Coordination meeting notes (for meetings led by the MIG Team)  Monthly invoices TASK 2: DATA COLLECTION AND EXISTING CONDITIONS TASK 2.1 Topographic Survey BKF will prepare a topographic survey of the 1.75 ac project area and surroundings as outlined on the project limits diagram (see Survey Exhibit on the last page). Topographic survey will not include a boundary survey. Task 2.2 Existing Utilities & Stormwater Coordination BKF will identify existing utilitity locations, through records research and online databases, perform a Site visit to document those utilities whose above ground features can be determined by visual means and discuss potential utility constraints with MIG and the City. BKF will also document in a graphic the existing project site drainage conditions, along with new stormwater requirements to meet City/County/Regional requirements. TASK 2.3 Geotechnical Report Ninyo + Moore will conduct geotechnical sampling, to include taking two exploratory borings within the project site to ascertain subsurface soil conditions. They will interpret borings and provide a geotechnical report to address design of the playground pavement types and footings. Provide a copy of the Geotechnical Report to the City. EXHIBIT A 3 TASK 2.4 Review of Requirements, Existing Conditions and Background Documents The MIG Team will review codes, standards and environmental regulations applicable to Jollyman Park and the potential park improvements. We will review City‐provided documents and on‐line research, regarding the site’s natural, social and cultural history, including land use, demographics, property boundaries, as well as ongoing site operations and maintenance issues. Task 2.5 Site Analysis, Opportunities & Constraints The MIG Team will develop a scaled base map of the park site, using an aerial and/or the survey, which assembles relevant information on the existing park site and the area immediately adjacent, including circulation, park features, trees and other information as appropriate. We will prepare a graphic summarizing existing assets, issues and opportunities, including circulation and accessibility, landscape features and overall character, paying special attention to human developmental needs and environmental health and sustainability. Task 2.6 Community Engagement Part 2: Listen, Learn, Vision Building on the engagement plan and key stakeholders identified in Community Engagement Part 1, The MIG Team will prepare graphic materials to be used in several outreach methods identified in the plan. Our assumption is that this will include an online survey; boards with similar content and a QR code that the City may print, laminate and hang at the park; (1) virtual community meeting; and (2) smaller stakeholder meetings—either virtual or outdoors. Materials will be designed to both share the site analysis and listen to the community’s own site expertise and local knowledge. In addition to patterns of use and desired experiences, MIG will work with the City to strategize engagement activities that will also provide an understanding of the site and area’s underlying character and cultural influences, which can be expressed in the design. Task 2.7 Analysis and Outreach Summary Report The MIG team will prepare an existing condition report that details the requirements, existing conditions, assumptions, constraints, opportunities, risks and risk mitigation. The report should also reflect community outreach participant input. This report will be available for the City to post to the web to keep the community informed, for help with fundraising, and for use as background for other City presentations made by City staff. Task 2.8 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 2 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City’s consolidated comments.  Topographic Survey (AutoCad file and PDF)  Existing Utilities and Drainage Conditions Summary Graphic  Geotechnical Report  Project Base Map & Site Analysis  Site Analysis, Opportunities & Constraints Graphics  Community Engagement Part 2 materials  Analysis and Engagement Summary Report  City Review Meetings Agendas & Meeting summaries  Monthly invoices TASK 3: CONCEPT DESIGN Task 3.1 Draft Concept Designs The MIG Team will prepare up to (2) Concept Plans that depict the scale and relationships between the different park areas and show how the elements are organized and connected within each area. Alternatively, the analysis EXHIBIT A 4 and input may direct the project towards one primary layout with options. The Concept drawings will contain enough information to explain the general form, content, and quality of the design, including: ● Site vision statement with a short narrative description that characterize the main features, unique aspects, visitor experience, program elements, and operations ● Concept plan ● Precedent design images to support the design ideas ● Opinion of Probable Costs ● Monthly invoices Task 3.2 City Review Meeting Two‐hour virtual meeting. MIG will present the (2) Concept Plans to City Staff for feedback and approval. MIG and the City will also use this meeting to coordinate the details of the upcoming public engagement actions and events. Task 3.3 Commission/Council Meetings MIG will present the Concept Plans at (2) Commission/Council meetings for input and approval, such as Parks and Recreation Commission and City Council. Assume each is a virtual one‐hour meeting. More presentations can be accommodated through extra services if needed. Task 3.4 Community Engagement Part 3: Consider the Concepts MIG will revise/finalize the Concept Plans per City feedback and create both analog and digital content to share the Concept Plans with the public for evaluation and feedback. MIG will review the public engagement materials with City Staff for approval. MIG will monitor any online survey results over a two‐ to three‐week period. MIG will also lead up to (2) additional community conversations (either facilitated online or, if social distancing policies allow as small coffee meetings), intercept events, pop‐ups, or outreach opportunities as determined with the City. Task 3.5 City Review Meeting Two‐hour virtual meeting. MIG will meet with the City to discuss the community engagement process and feedback; and to go over options and direction for developing the Preferred Concept. Task 3.6 Preferred Concept Design The MIG Team will incorporate the public and City feedback into a Preferred Concept. The Preferred Concept will contain enough information to explain the general form, content, and quality of the design, including: ● a statement describing the vision for the site ● a short narrative description that characterizes the main features, unique aspects, visitor experience, program elements, and operations ● precedent design images to support the concept plan ● Conceptual level grading plans for disturbed areas within the project limits ● Conceptual utility connection plans including storm drainage, preliminary stormwater treatment and detention facility sizes, sanitary sewer, water, and fire protection services ● Opinion of Probable Costs Task 3.7 City Review Meeting Two‐hour virtual meeting. MIG will present the Preferred Concept to the City for review and feedback. Task 3.8 Illustrative 3d/Bird’s‐eye view Graphic Provide an illustrative 3d or Bird’s‐eye view site graphic to share with the community and help with fundraising. Task 3.9 Community Engagement Part 4: Define the Project MIG will finalize the Preferred Concept per the City feedback and will create graphics and materials for a final virtual public presentation. MIG will review the public engagement materials with City Staff for approval. Allow for (1) round of revisions. EXHIBIT A 5 MIG will share the Preferred Concept design and Illustrative Graphic with the public to show how earlier community input shaped the final concept. MIG will provide a multi‐media, online walk‐through of the Preferred Concept with an opportunity to provide general feedback. This step is an opportunity to celebrate the culmination of the community engagement process and mark the transition to the next stage—construction drawings and building the new playground. Task 3.10 City Review Meeting Two‐hour virtual meeting. MIG will meet with City Staff to discuss the public’s comments and get final approval before moving into the Construction Documents phase. Task 3.11 Environmental Approvals Coordination MIG will provide minor assistance with graphics and coordination. More help may be provided if desired as additional services. Task 3.12 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 3 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City’s consolidated comments.  Draft Plans & Opinion of Probable Costs  Commission/Council Presentations (2)  Community Engagement Part 3 materials and summaries  City Review Meetings Agendas & Meeting summaries  Preferred Concept Plan & Opinion of Probable Costs  Illustrative 3D/Birdseye Graphic  Community Engagement Part 4 materials and summaries  Monthly invoices TASK 4: CONSTRUCTION DOCUMENTS (CD) The MIG Team will prepare design plans, construction documents, specifications and opinions of probable costs at the milestones noted below. We will schedule the design and bid process, identifying significant milestone dates and actions items for the project team and assist the City in developing bid documents to advertise for construction. The City will provide any City‐required standard details, titleblocks, requirements, and specifications to the MIG team at the beginning of this phase. All submittals will be in the form of a PDF submitted through email, Google drive, or other free and readily available digital sharing format approved by The City. Task 4.1 Preliminary CD Plans The MIG Team will prepare preliminary plans in AutoCAD showing the layout of proposed play area elements, including play elements, paving, site furnishings, planting areas and other site features. Task 4.2 Preliminary CD City Check‐in Meeting MIG will facilitate a meeting with City staff to review consolidated comments on the preliminary plans to clarify questions and confirm corrections or minor refinements needed for the 50% set. A summary of the meeting will be prepared. Task 4.3 50% CD Submittal The MIG Team will prepare construction documents to a 50% level of completion, drafted in digital format using AutoCAD. Plans shall be prepared at a minimum of 1” = 20’ scale, As part of the package, the MIG Team will EXHIBIT A 6 develop a materials and equipment schedule reflecting site material, equipment and furnishing selections so the City can review the new playground’s proposed aesthetic vision. This scope assumes the development of one set of construction drawings for a single‐phase project. If the City’s budgeting results in the need for phasing or alternates, these can be provided for an additional fee. Task 4.4 50% CD Opinion of Probable Costs The MIG Team will develop an Opinion of Probable Costs based on the submitted plans. Task 4.5 50% CD Regulatory Approval Coordination/Assistance (Allowance) The MIG Team has a small allowance to allow for regulatory approval document preparation and coordination for City reviews such as ADA review, stormwater, and the maintenance department. Task 4.6 City Review Meeting The City will provide one set of consolidated review comments detailing the required changes to the 50% CD drawings and opinion of probable costs. These will be discussed in a two‐hour (maximum) virtual meeting between the City and MIG to confirm design direction before beginning the 90% CD package. Task 4.7 90% CD Submittal Based on the 50% CD’s submittal and incorporating the City’s direction from the 50% CD review meeting, the MIG Team will prepare construction documents to a 90% level of completion. The MIG Team will also provide CSI format technical specifications related to the scope of work. Design documentation, including specifications, will be consistent with required federal, state, and local codes and regulations. Task 4.8 90% CD Opinion of Probable Costs & QA/QC Review The MIG Team will develop an Opinion of Probable Costs based on the submitted plans. MIG’s QAQC team will perform an in‐house review of drawing set and specifications to ensure Quality Assurance + Quality Control. Task 4.9 City Review Meeting The City will provide one set of consolidated review comments detailing any required changes to the Design 90% CD package. These will be discussed and finalized in a two‐hour (maximum) virtual meeting between the City and MIG prior to finalizing the 100% CD package. Task 4.10 100% CD Submittal/Permit Set Based on the final consolidated list of comments and direction from the City, the MIG Team will advance the construction documents set to a level of 100% completion. We will produce final technical specifications in CSI format to describe the requirements for construction materials, equipment, systems, standards, and workmanship. The City will be responsible for providing the Division I specifications sections. The MIG team assumes that multiple permit packages are not required and that 100% construction documents will be comprise the construction permitting set. The MIG Team will package the 100% complete construction documents and submit to the City for final review and comment (PDF format). One round of minor edits may be incorporated by the MIG Team to create the final Permit Set. Task 4.11 Bid Set Preparation Incorporating minor revisions related to comments from the permitting review, the MIG Team will prepare final design (bid) documents based on the 100% drawings and techncial specifications. Task 4.12 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 4 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Preliminary plans (In‐progress check‐in) for City Review  Design Development (50% CD) Submittal ‐ Drawings and Spec TOC  Design Development (50% CD) Opinion of Probable Costs EXHIBIT A 7  90% CD Submittal ‐ Drawings and Specs  90% CD Opinion of Probable Costs  100% CD Drawing Set ‐ Drawings and Specs  100% CD Opinion of Probable Costs  Monthly invoices TASK 5: BIDDING SUPPORT Task 5.1 Pre‐bid Meeting MIG will attend the pre‐bid meeting to respond to questions about the Construction Documents. Task 5.2 Bid Assistance Allowance (Bidder Question Response) The MIG Team has made an allowance to prepare responses to bidders’ questions to clarify the construction documents. Task 5.3 Conformed Construction Set Submittal Once the bid period is complete and the contractor has been selected, the MIG Team will prepare a final conformed set for the contractor’s use during construction. The conformed construction set will incorporate the addenda and responses to bidders’ questions. Task 5.4 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 5 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Responses to Bidders’ Questions  Conformed Construction Set  Monthly invoices No allowance has been made for any value engineering at the Bid Phase. Should bids come in higher than anticipated due to unforeseen market conditions, the MIG Team will meet with the Client to discuss options to move the project forward. Any additional design, coordination or submittals can be provided for additional services. TASK 6: CONSTRUCTION ADMINISTRATION Task 6.1 Preconstruction Meeting Participation The MIG Team will attend and participate in a Pre‐Construction meeting scheduled and lead by the City. The MIG Team will attend the meeting to support the City in answering the contractor’s questions. This scope assumes attendance by the lead landscape architect and civil engineer. If needed, other design team members can be made available through additional services. Task 6.2 Responses to Contractor Submittals The MIG Team will review and take appropriate action (approve with modifications, reject, etc.) on the Contractor’s submittals such as RFI’s, Shop Drawings, Product Data and Samples, to confirm conformance with the design intent of the project and compliance with the information given in the Contract Documents. Reviews will take place in accordance with reasonable promptness and according to language agreed upon in the bid documents. Reviews and approvals or other action shall not extend to means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident thereto. Approval of a specific item shall not indicate approval of an assembly of which the item is a component. The MIG Team assumes a maximum EXHIBIT A 8 of two reviews of contractor submittals and shop drawings. Additional reviews can be provided through additional services (see last section). Task 6.3 Construction Meetings and Site visits MIG will attend up to (4) construction meetings to review construction progress and Contractor’s compliance with the design intent. These meetings can be virtual or on‐site, depending on current safety measures. In addition, MIG will perform up to (8) site visits and the Civil engineer will perform up to three (3) site visit/reviews, as requested by City. Task assumes a maximum construction duration of ten months. Task 6.4 Preliminary Punch List Site Visit and Preparation When notified that the construction is substantially complete, the MIG team will make one site visit with the City’s representative and perform a Preliminary Punch List inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents. MIG will consolidate observations and provide a “punch list,” describing the items it recommends for the contractor’s correction prior to scheduling the Final Punch List Site Visit. Task 6.5 Final Punch List Site Visit and Preparation When notified that the construction is fully complete, the MIG team will make one site visit with the City’s representative and perform a “Final” inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents. MIG will consolidate observations and provide a Final Punch List, describing the items it recommends for the contractor’s correction prior to closing out the construction contract. Task 6.6 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 6 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Submittal and Shop Drawing review documentation  Responses to contractor’s Requests for Information  Construction Meetings – (up to 4)  Site Visits – (up to 11)  Preliminary Punch List  Final Punch List  Monthly invoices ADDITIONAL SERVICES The MIG Team has a broad range of experience, skills and services. The following is a non‐exhaustive list of items that are not included in this scope but could be provided as additional services if they are needed or desired by the City: ● Additional community engagement beyond the scoped items in the process (including digital advertisement, intercept surveys, additional surveys/workshops/open houses/pop‐up events). ● Additional public meetings beyond the scoped items in the process (including attending City Council meetings, public hearings, hearing examiner meetings, public open houses, and local association meetings). ● City project team meetings beyond those listed ● Additional design alternative drafts or renderings other than those listed. ● Preparation of phased or multiple‐packaged construction documents. EXHIBIT A 9 ● Preparation of special studies outside our scope of work. ● Intensive research and testing to determine conditions of existing site utilities (i.e., potholing, smoke testing, dye testing, pressure testing, fire flow testing, videotaping, etc.). ● Utility Relocation Plans ● Supplemental surveying services beyond the initial survey necessary for completeness. ● Appeal, Design Exception, and Alternative Review applications. ● Services related to future facilities and improvements. ● Design of water capture/re‐use systems, pump stations, sump pumps, or force mains for sanitary sewer or storm drainage systems, if required. ● Design of systems to comply with or obtain LEED certification, including preparation of LEED documentation and addressing review comments from the USGBC. ● Redesign of civil/landscape items following completion of construction document as a result of site and building plan changes or unforeseen existing conditions. ● Design for areas not identified in the project understanding. ● Value Engineering. If the MIG Team is needed to assist with VE and/or bid negotiations, it is available on a Time and Materials basis. ● Arborist Report ● Project Record Drawings PROJECT SCOPE ASSUMPTIONS: ● CLIENT: ‘The City’ refers to the City of Cupertino’s Jollyman project team. ● BUDGET: Scope and fee is based on a construction budget of $2,910,000 ($2,670,000 base budget with a $240,000 contingency). The City has identified a fundraising goal of $1,000,000. If fundraising goals are not met, there will be a shortfall. Redesign to value engineer the project will require a contract modification. ● DELIVERABLES: Unless otherwise indicated, all deliverables will be provided in PDF format. Native files will be created in software selected at the consultant team’s discretion. If the City desires printed copies or specific file formats, the MIG Team is happy to work with the City to develop a strategy that meets the project’s budget and needs. ● IN‐PERSON MEETINGS: Team meetings and most community engagement events are assumed to be virtual with some limited outdoor engagement events as noted. ● TRANSLATION: All documentation will be in English; however, as an additional service, the MIG Team can provide exhibits in other languages. ● CONSOLIDATED COMMENTS: The City will provide MIG with (1) set of vetted and consolidated comments from all parties/agencies in all tasks involving review and feedback. ● PERMIT FEES: All permit fees and agency charges will be paid by others. ● UTILITIES: The site is adequately served by utilities adjacent to the site. ● OFFSITE UTILITIES/STREET/PARKING DESIGN: Offsite utility or street/parking design beyond the identified playground area is not included in this proposal. ● ENVIRONMENTAL WORK: Floodplain, wetland, soil remediation or environmental work is not included in this proposal. ● CONSTRUCTION TESTING + INSPECTIONS: Necessary testing and inspections during construction will be provided by others. ● EXISTING UTILITY DISTRIBUTION: It is assumed that existing utility distribution systems will not be impacted by the proposed development. EXHIBIT A 10 SURVEY AREA: City of Cupertino I Jollyman Park All-Inclusive Playground e s t i m a t e d p r o j e c t c o s t Hrs@ $210 Hrs@ $180 Hrs@ $160 Hrs@ $95 Hrs@ $145 Hrs@ $140 Hrs@ $150 Hrs@ $80 Task 1: PROJECT INITIATION AND ONGOING PROJECT MANAGEMENT (2 weeks) 1.1 Project Kick-off Meeting & Site Tour 6 $1,260 8 $1,440 8 $1,280 6 $570 6 $870 6 $840 $0 $0 28 $6,260 $500 $540 $1,000 $2,040 $8,300 1.2 Project Scope & Schedule Finalization 2 $420 4 $720 $0 $0 $0 1 $140 $0 $0 7 $1,280 $0 $1,280 1.3 Background Information Request & Assembly 1 $210 2 $360 $0 2 $190 1 $145 $0 $0 $0 3 $905 $0 $905 1.4 Community Engagement Part 1: Prepare to Engage 1 $210 4 $720 $0 6 $570 $0 8 $1,120 $0 $0 13 $2,620 $0 $2,620 1.5 Inclusive Play Primer Presentation 6 $1,260 4 $720 $0 5 $520 $0 $0 $0 $0 $2,500 $0 $2,500 1.6 Project Management and Team Coordination (Assume 2 meeting calls, ~1 per week)2 $420 10 $1,800 $0 2 $190 $0 $0 $0 8 $640 20 $3,050 $0 $800 $3,850 Subtotal 18 $3,780 32 $5,760 8 $1,280 21 $2,040 7 $1,015 15 $2,100 0 $0 8 $640 71 $16,615 $500 $0 $540 $1,000 $2,040 $800 $19,455 Task 2: DATA COLLECTION AND EXISTING CONDITIONS (1.5 months) 2.1 Topographic Survey $0 $0 $0 $0 $0 $0 $0 $0 0 $0 $10,000 $10,000 $10,000 2.2 Existing Utilities & Stormwater Coordination $0 2 $360 $0 2 $190 2 $290 $0 $0 $0 2 $840 $4,000 $4,000 $4,840 2.3 Geotechnical Report $0 $0 $0 $0 $0 $0 $0 $0 0 $0 $500 $14,200 $14,700 $14,700 2.4 Review of Requirements, Existing Conditions and Background Documents 4 $840 10 $1,800 4 $640 10 $950 4 $580 4 $560 $0 $0 22 $5,370 $2,000 $360 $600 $2,960 $8,330 2.5 Site Analysis, Opportunities & Constraints 1 $210 8 $1,440 2 $320 14 $1,330 $0 $0 $0 $0 11 $3,300 $0 $3,300 Community Engagement Part 2: Listen, Learn, Vision Online Survey & Similar info on Boards for Posting 1 $210 8 $1,440 $0 14 $1,330 $0 40 $5,600 $0 $0 49 $8,580 $0 $8,580 (1) Virtual Community meeting and (2) Stakeholder meetings 1 $210 14 $2,520 $0 14 $1,330 $0 20 $2,800 $0 $0 35 $6,860 $0 $6,860 2.7 Analysis and Outreach Summary Report 1 $210 8 $1,440 1 $160 8 $760 2 $290 12 $1,680 $0 $0 22 $4,540 $0 $4,540 2.8 Project Management and Team Coordination (Assume 4 meeting calls, ~2 per month)4 $840 20 $3,600 $0 $0 $0 4 $560 $0 2 $160 30 $5,160 $0 $400 $5,560 Subtotal 12 $2,520 70 $12,600 7 $1,120 62 $5,890 8 $1,160 80 $11,200 0 $0 2 $160 171 $34,650 $16,500 $14,200 $360 $600 $31,660 $400 $66,710 Task 3: CONCEPT DESIGN (4 months) 3.1 Draft Concept Designs (& Opinion of Probable Costs)2 $420 24 $4,320 12 $1,920 32 $3,040 4 $580 2 $280 $0 $0 40 $10,560 $2,500 $360 $800 $3,660 $14,220 3.2 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.3 Commission/Council Meetings (Allowance for 2) 2 $420 2 $360 $0 $0 $0 $0 $0 $0 4 $780 $0 $780 Community Engagement Part 3: Consider the Concepts Online Survey & Similar info on Boards for Posting $0 6 $1,080 $0 20 $1,900 $0 40 $5,600 $0 $0 46 $8,580 $0 $8,580 (2) informal community meetings - virtual or pop-up $0 12 $2,160 $0 16 $1,520 $0 16 $2,240 $0 $0 28 $5,920 $0 $5,920 3.5 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.6 Preferred Concept Design (& Opinion of Probable Costs)2 $420 16 $2,880 12 $1,920 32 $3,040 4 $580 1 $140 $0 $0 31 $8,980 $1,500 $360 $1,860 $10,840 3.7 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.8 Illustrative 3d/Birdseye Graphic $0 1 $250 $0 $0 $0 $0 15 $2,250 $0 $2,500 $0 $2,500 3.9 Community Engagement Part 4: Define the Project Includes: (1) virtual community meeting $0 8 $1,440 $0 16 $1,520 $0 20 $2,800 $0 $0 28 $5,760 $0 $5,760 3.10 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $500 $500 $1,460 3.11 Environmental Approvals Coordination (Allowance)$0 4 $720 $0 4 $380 $0 $0 $0 $0 4 $1,100 $0 $1,100 3.12 Project Management and Team Coordination (Assume 5 meeting calls, ~1 per month)5 $1,050 30 $5,400 $0 $0 $0 5 $700 $0 5 $400 45 $7,550 $0 $400 $7,950 Subtotal 19 $3,990 115 $20,770 24 $3,840 120 $11,400 8 $1,160 90 $12,600 15 $2,250 5 $400 252 $56,410 $4,500 $0 $720 $800 $6,020 $400 $62,830 Task 4: CONSTRUCTION DOCUMENTS (7 months) 4.1 Preliminary CD Plans 1 $210 24 $4,320 12 $1,920 72 $6,840 16 $2,320 $0 $0 $0 37 $15,610 $4,750 $1,720 $800 $7,270 $22,880 4.2 Preliminary CD Plans City Check-In Meeting 2 $420 3 $540 $0 2 $190 $0 $0 $0 $0 5 $1,150 $0 $1,150 4.3 50% CD Submittal 4 $840 32 $5,760 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 60 $22,860 $6,000 $2,580 $400 $8,980 $31,840 4.4 50% CD Opinion of Probable Costs 1 $210 8 $1,440 2 $320 4 $380 3 $435 $0 $0 $0 11 $2,785 $500 $180 $680 $3,465 4.5 50% CD Regulatory Approval Coordination/Assistance (Allowance)$0 8 $1,440 $0 $0 $0 $0 $0 $0 8 $1,440 $0 $1,440 4.6 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $0 $960 4.7 90% CD Submittal 4 $840 40 $7,200 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 68 $24,300 $5,000 $3,440 $1,200 $9,640 $33,940 4.8 90% CD Opinion of Probable Costs & QA/QC Review 1 $210 8 $1,440 12 $1,920 4 $380 3 $435 $0 $0 $0 21 $4,385 $1,500 $180 $1,680 $6,065 4.9 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $0 $960 4.10 100% CD Submittal/Permit Set 2 $420 32 $5,760 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 58 $22,440 $4,500 $1,600 $1,290 $800 $8,190 $30,630 4.11 Bid Set Preparation 2 $420 24 $4,320 $0 40 $3,800 28 $4,060 $0 $0 $0 26 $12,600 $2,000 $305 $400 $2,705 $15,305 4.12 Project Management and Team Coordination (Assume 9 meeting calls, ~1 per month)9 $1,890 36 $6,480 $0 $0 $0 $0 $0 8 $640 53 $9,010 $0 $400 $9,410 Subtotal 30 $6,300 221 $39,780 98 $15,680 386 $36,670 134 $19,430 0 $0 0 $0 8 $640 357 $118,500 $24,250 $1,600 $9,695 $3,600 $39,145 $400 $158,045 Task 5: BIDDING SUPPORT (2.5 months) 5.1 Pre-bid Meeting $0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $250 $250 $1,330 5.2 Bid Assistance Allowance (Bidder Question Response, Addenda)$0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $500 $500 $1,580 5.3 Conformed Construction Set Submittal 1 $210 4 $720 $0 32 $3,040 12 $1,740 $0 $0 $0 5 $5,710 $1,000 $250 $400 $1,650 $7,360 5.4 Project Management and Team Coordination (Assume 3 meeting calls, ~1 per month)1 $210 12 $2,160 $0 $0 $0 $0 $0 3 $240 16 $2,610 $0 $100 $2,710 Subtotal 2 $420 28 $5,040 0 $0 32 $3,040 12 $1,740 0 $0 0 $0 3 $240 33 $10,480 $1,750 $0 $250 $400 $2,400 $100 $12,980 Task 6: CONSTRUCTION ADMINISTRATION (9.5 months) 6.1 Preconstruction Meeting Participation $0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $250 $250 $1,330 6.2 Responses to Contractor Submittals $0 60 $10,800 16 $2,560 30 $2,850 16 $2,320 $0 $0 $0 76 $18,530 $1,000 $1,440 $800 $3,240 $21,770 6.3 Construction Meetings and Site visits (see scope qty)6 $1,260 80 $14,400 16 $2,560 12 $1,140 6 $870 $0 $0 $0 102 $20,230 $750 $720 $400 $1,870 $22,100 6.4 Preliminary Punch List Site Visit and Preparation 1 $210 10 $1,800 $0 $0 10 $1,450 $0 $0 $0 11 $3,460 $1,000 $1,000 $4,460 6.5 Final Punch List Site Visit and Preparation 1 $210 10 $1,800 $0 $0 10 $1,450 $0 $0 $0 11 $3,460 $500 $500 $3,960 6.6 Project Management and Team Coordination (Assume 10 meeting calls, 1 per month)10 $2,100 40 $7,200 $0 $0 $0 $0 $0 10 $800 60 $10,100 $0 $1,200 $11,300 Subtotal 18 $3,780 206 $37,080 32 $5,120 42 $3,990 42 $6,090 0 $0 0 $0 10 $800 266 $56,860 $3,500 $0 $2,160 $1,200 $6,860 $1,200 $64,920 99 $20,790 672 $121,030 169 $27,040 663 $63,030 211 $30,595 185 $25,900 15 $2,250 36 $2,880 1150 $293,515 $51,000 $15,800 $13,725 $7,600 $88,125 $3,300 $384,940 5% Markup (Direct Costs/Administrative)$4,406 $165 $4,571 $389,511 Professional Fees Totals MIG Totals BKF (Civil) Sub Totals KPFF (Struct) Ninyo+ Moore (Geotech) Atium (Elect) Noe Noyola Direct Costs SUBTOTAL TOTAL PROJECT COSTS Tucker McPhaul Project Associate 2.6 3.4 MIG, Inc.Subconsultants Principal-in-Charge Amy MitchellJan Eiesland Project Manager Play Specialist/CPSI Community Outreach Specialist Project Assistant Melissa Erikson Lori ManessDino Viale Irrigation Designer CJ Davis Senior Urban Designer MIG, Inc.City of Cupertino - Jollyman Park All-Inclusive Playground | Fee Proposal EXHIBIT B: Schedule Jollyman Park All‐Inclusive Playground Task 1: Project Initiation and Ongoing Project Management – January 2022 (0.5 month) Task 2: Data Collection and Existing Conditions – Jan ‐Feb 2022 (1.5 months) Task 3: Concept Design – Mar – June 2022 (4 months) Task 4: Construction Documents – June 2022 – Mar 2023 (7 months) Task 5: Bidding Support – Apr.‐June 2023 (2.5 months) Task 6: Construction Administration – June 2023 – Mar. 2024 (9.5 months) Project schedule is subject to refinement at the kickoff meeting and will be regularly updated during the course of the project, working with City staff, to better reflect project needs and City review times. EXHIBIT C: Hourly Rates and Reimbursable Expenses Jollyman Park All‐Inclusive Playground Unless specified otherwise, invoices are submitted monthly showing time and charges for professional services by staff category and a separate figure for expenses. Invoices are payable upon receipt. Invoices unpaid past 30 days are subject to interest at 1‐1/2% per month. MIG Inc. labor includes all overhead. Hourly rates by position are noted below: Role $/hour Principal‐in‐Charge $210 Project Manager $180 Play Specialist/CPSI $160 Project Associate $95 Irrigation Designer $145 Community Outreach Specialist $140 Senior Urban Designer $150 Project Assistant $80 Planner/Master Plan Advisor $165 ADA Specialist $135 Graphic Designer $140 Expenses are as follows: Type Rate Automobile travel current IRS rate Meals cost + 5% Photocopy (letter and tabloid) $0.10/print Color copies (letter and tabloid) $0.50/print Commercial printing/plotting cost + 5% Subcontractors cost + 5% Other (lab tests, aerial photos, etc) cost + 5% Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/22/2021 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 The Certfiicate Team CertsDesignPro@AssuredPartners.com License#:6003745 Berkley Insurance Company 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc. Moore Iacofano Goltsman,Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 2075696555 B X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X X Y Y 6801H899998 8/31/2021 8/31/2022 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2021 8/31/2022 B X X 10,000,000YCUP0H7587628/31/2021Y 8/31/2022 10,000,000 X 0 B XYUB2L5539098/31/2021 8/31/2022 1,000,000 1,000,000 1,000,000 A Professional Liability N Y AEC904725003 8/31/2021 8/31/2022 Each Claim Annual Aggregate $3,000,000 $5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. Re:Jollyman Park All-Inclusive Playground The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Days Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò   Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸·»²¼±®»³»²¬°»®º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑÐ®±°»®¬·»ô×²½òôîððì Ð¿¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò    Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ø×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×ß²×²«®»¼·¿³»²¼»¼¬±·²ó Ì¸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô Ç±«®¿½¬±®±³··±²å±®±²¬¸»°®±¶»½¬ø±¬¸»®¬¸¿²»®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó Ì¸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼«»¾§¿²§°»®±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò Ý±°§®·¹¸¬îððëÌ¸»Í¬òÐ¿«´Ì®¿ª»´»®Ý±³°¿²·»ô×²½òß´´®·¹¸¬®»»®ª»¼ò Ð¿¹»ï±ºï ×²½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ô×²½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6801H899998 6801H8999986801H899998 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA0S579947                                          Policy#: BA0S579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Compa ny.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 Travelers Property Casualty Company of America 11/22/2021 SIGNED_MIG for All-Inclusive Playground at Jollyman Park Final Audit Report 2021-12-10 Created:2021-12-09 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA4F2c7BjpwgFJsSlCx8DpGz7lC4gcweSm "SIGNED_MIG for All-Inclusive Playground at Jollyman Park" Hi story Document created by Julia Kinst (juliak@cupertino.org) 2021-12-09 - 6:39:15 PM GMT- IP address: 64.165.34.3 Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2021-12-09 - 6:41:23 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-12-09 - 6:41:25 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-12-09 - 11:56:31 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2021-12-09 - 11:56:33 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2021-12-10 - 0:10:34 AM GMT- IP address: 172.225.89.120 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2021-12-10 - 1:47:55 AM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Dianne Thompson (she/her) (diannet@cupertino.org) for signature 2021-12-10 - 1:47:59 AM GMT Email viewed by Dianne Thompson (she/her) (diannet@cupertino.org) 2021-12-10 - 3:18:35 AM GMT- IP address: 104.28.124.179 Document e-signed by Dianne Thompson (she/her) (diannet@cupertino.org) Signature Date: 2021-12-10 - 3:28:01 AM GMT - Time Source: server- IP address: 99.179.16.200 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-12-10 - 3:28:04 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-12-10 - 4:33:05 AM GMT- IP address: 172.225.89.144 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-12-10 - 4:33:24 AM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-12-10 - 4:33:24 AM GMT All-Inclusive Playground at Jollyman Park 1 of 11 Design Professional Agr (Single) / October 2021 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH MIG, INC 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and MIG, Inc (“Consultant”), a Corporation for All-Inclusive Playground at Jollyman Park (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2024, unless terminated earlier as provided herein (“Contract Time”). 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. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin All-Inclusive Playground at Jollyman Park 2 of 11 Design Professional Agr (Single) / October 2021 work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $389,511.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $389,511.00 (“Lump Sum Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City’s reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $0.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. All-Inclusive Playground at Jollyman Park 3 of 11 Design Professional Agr (Single) / October 2021 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the S an Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant 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. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’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 Consultant. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City All-Inclusive Playground at Jollyman Park 4 of 11 Design Professional Agr (Single) / October 2021 as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time, Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), 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 a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar All-Inclusive Playground at Jollyman Park 5 of 11 Design Professional Agr (Single) / October 2021 items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment. 8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement. 8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant 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 Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY / SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) 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 Agreement, 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 or active All-Inclusive Playground at Jollyman Park 6 of 11 Design Professional Agr (Single) / October 2021 negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation. c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. All-Inclusive Playground at Jollyman Park 7 of 11 Design Professional Agr (Single) / October 2021 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City. 11.4 Consultant 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 Consultant 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. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including All-Inclusive Playground at Jollyman Park 8 of 11 Design Professional Agr (Single) / October 2021 Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Evelyn Moran, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Jan Eiesland who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City. All-Inclusive Playground at Jollyman Park 9 of 11 Design Professional Agr (Single) / October 2021 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. 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. This Section 18 survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this 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. All-Inclusive Playground at Jollyman Park 10 of 11 Design Professional Agr (Single) / October 2021 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the 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. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery 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: To Consultant: 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. All-Inclusive Playground at Jollyman Park 11 of 11 Design Professional Agr (Single) / October 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO MIG, INC A Municipal Corporation By Name Title Date By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Vice President/Chief Development Officer Nov 24, 2021 Chris Beynon Christopher D. Jensen Dianne Thompson (she/her) Acting City Manager Dec 9, 2021 Dianne Thompson (she/her) Dec 9, 2021 EXHIBIT A 1 Jollyman Park All‐Inclusive Playground Scope of Work 11.12.2021 MIG has prepared the following Scope of Work to illustrate how we will facilitate successful completion of the Jollyman Park All‐Inclusive Playground Project. This scope captures and clarifies assumptions of the tasks incorporated in the attached Fee Proposal spreadsheet. The details are based on our understanding of the requirements stated in the Jollyman Park Aug. 2, 2021 RFQ and Addenda. Project Understanding Located in Cupertino, CA, the project entails replacing the southern existing play area at Jollyman Park with an all‐ inclusive playground. Per the City’s RFQ, the project aims to incorporate the best in supportive play theories and practices to appeal to people of all ages and abilities. The design will support recreation and social interaction for people with autism, sensory challenges, cognitive, developmental, and physical disabilities – as well as those without special needs. The project will have specific all‐inclusive play amenities that will be further developed from the initial concept design with community engagement. Potential site improvement areas include walkways, storm water runoff reduction, utility identification and adjustments, landscape, irrigation, and similar site improvements within the project area. Recommended site improvements shall be based on the established Cupertino Engineering Standards. The design will be in accordance with AIPG funding guidelines; local, state and federal ADA and playground safety guidelines and requirements. TASK 1: PROJECT INITIATION Task 1.1 Project Kick‐off Meeting & Site Tour To initiate the project, the MIG Team will participate in a meeting with the City of Cupertino Jollyman project team (‘The City’) to discuss the project goals, opportunities, and challenges, as well as to establish project communication protocols, review project tasks and schedule, and other coordination topics to be determined in cooperation with the City. We see this meeting as an important step in developing a collaborative team that is committed to a shared process and vision for Jollyman Park. The MIG Team will also conduct a site tour to observe and document the existing site conditions, uses and character of Jollyman Park. Topic areas to be observed include circulation, accessibility, signage and wayfinding, lighting, natural features, social relationships, and experiential opportunities. Depending on weather and current safety protocols this may be staged as two meetings within the same week: a virtual kick‐off/goals meeting followed by an in‐person site tour of Jollyman Park. If an in‐person kick‐off meeting is feasible, then the meeting and site visit will be scheduled to occur consecutively on the same day. Task 1.2 Project Scope & Schedule Finalization MIG will work with the City of Cupertino to customize and finalize the scope and schedule, so that tasks meet the City’s preferred process and timeline. Task 1.3 Background Information Request & Assembly The MIG team will prepare a consolidated list of background information needed from the City. MIG will assemble the information and make it available for use by all team members over the course of the project. EXHIBIT A 2 Task 1.4 Community Engagement Part 1: Prepare to Engage MIG will develop a plan for community engagement, mapping out how and when to use engagement and communication techniques in a Community Outreach and Engagement Plan. We will work with the City to identify stakeholders, including both City staff and community groups, whose insights and support will help build a successful park. This plan will guide our efforts as we gather information, listen to the community and work towards the final site plan. Should the community engagement plan identify different efforts than those included below, the scope and fee will need to be revised. Task 1.5 Inclusive Play Primer Presentation To assist the City in gaining internal staff support for the Jollyman Play Area mission and goals, MIG will provide a two‐hour interactive virtual presentation about the importance and goals of an inclusive play area. MIG will create a virtual presentation to be attended by City Staff and key stakeholders. The goal for this meeting is to get all the various stakeholders to understand the project goals, learn information about inclusivity, and begin speaking the same language when it comes to inclusive play environments. The City may post to their website for a period of 3 months and keep a recording of the presentation for internal staff use. Task 1.6 Project Management and Team Coordination MIG will coordinate the work of the MIG Team throughout the duration of the design phases, prepare the Project schedule, monitor the Project budget, establish, and monitor project quality, setup project accounting and prepare and submit monthly invoices. The MIG Team will coordinate and strategize with the City via 1‐hour video calls to review progress and discuss direction and next steps. Please refer to the accompanying fee spreadsheet for the assumed task duration and number of meetings for each phase. MIG’s project manager will participate in these calls, as well as other pertinent team member at times, depending on the agenda. TASK 1 DELIVERABLES  Final Scope and Schedule  Community Outreach and Engagement Plan  Inclusive Play Primer Recording  Coordination meeting notes (for meetings led by the MIG Team)  Monthly invoices TASK 2: DATA COLLECTION AND EXISTING CONDITIONS TASK 2.1 Topographic Survey BKF will prepare a topographic survey of the 1.75 ac project area and surroundings as outlined on the project limits diagram (see Survey Exhibit on the last page). Topographic survey will not include a boundary survey. Task 2.2 Existing Utilities & Stormwater Coordination BKF will identify existing utilitity locations, through records research and online databases, perform a Site visit to document those utilities whose above ground features can be determined by visual means and discuss potential utility constraints with MIG and the City. BKF will also document in a graphic the existing project site drainage conditions, along with new stormwater requirements to meet City/County/Regional requirements. TASK 2.3 Geotechnical Report Ninyo + Moore will conduct geotechnical sampling, to include taking two exploratory borings within the project site to ascertain subsurface soil conditions. They will interpret borings and provide a geotechnical report to address design of the playground pavement types and footings. Provide a copy of the Geotechnical Report to the City. EXHIBIT A 3 TASK 2.4 Review of Requirements, Existing Conditions and Background Documents The MIG Team will review codes, standards and environmental regulations applicable to Jollyman Park and the potential park improvements. We will review City‐provided documents and on‐line research, regarding the site’s natural, social and cultural history, including land use, demographics, property boundaries, as well as ongoing site operations and maintenance issues. Task 2.5 Site Analysis, Opportunities & Constraints The MIG Team will develop a scaled base map of the park site, using an aerial and/or the survey, which assembles relevant information on the existing park site and the area immediately adjacent, including circulation, park features, trees and other information as appropriate. We will prepare a graphic summarizing existing assets, issues and opportunities, including circulation and accessibility, landscape features and overall character, paying special attention to human developmental needs and environmental health and sustainability. Task 2.6 Community Engagement Part 2: Listen, Learn, Vision Building on the engagement plan and key stakeholders identified in Community Engagement Part 1, The MIG Team will prepare graphic materials to be used in several outreach methods identified in the plan. Our assumption is that this will include an online survey; boards with similar content and a QR code that the City may print, laminate and hang at the park; (1) virtual community meeting; and (2) smaller stakeholder meetings—either virtual or outdoors. Materials will be designed to both share the site analysis and listen to the community’s own site expertise and local knowledge. In addition to patterns of use and desired experiences, MIG will work with the City to strategize engagement activities that will also provide an understanding of the site and area’s underlying character and cultural influences, which can be expressed in the design. Task 2.7 Analysis and Outreach Summary Report The MIG team will prepare an existing condition report that details the requirements, existing conditions, assumptions, constraints, opportunities, risks and risk mitigation. The report should also reflect community outreach participant input. This report will be available for the City to post to the web to keep the community informed, for help with fundraising, and for use as background for other City presentations made by City staff. Task 2.8 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 2 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City’s consolidated comments.  Topographic Survey (AutoCad file and PDF)  Existing Utilities and Drainage Conditions Summary Graphic  Geotechnical Report  Project Base Map & Site Analysis  Site Analysis, Opportunities & Constraints Graphics  Community Engagement Part 2 materials  Analysis and Engagement Summary Report  City Review Meetings Agendas & Meeting summaries  Monthly invoices TASK 3: CONCEPT DESIGN Task 3.1 Draft Concept Designs The MIG Team will prepare up to (2) Concept Plans that depict the scale and relationships between the different park areas and show how the elements are organized and connected within each area. Alternatively, the analysis EXHIBIT A 4 and input may direct the project towards one primary layout with options. The Concept drawings will contain enough information to explain the general form, content, and quality of the design, including: ● Site vision statement with a short narrative description that characterize the main features, unique aspects, visitor experience, program elements, and operations ● Concept plan ● Precedent design images to support the design ideas ● Opinion of Probable Costs ● Monthly invoices Task 3.2 City Review Meeting Two‐hour virtual meeting. MIG will present the (2) Concept Plans to City Staff for feedback and approval. MIG and the City will also use this meeting to coordinate the details of the upcoming public engagement actions and events. Task 3.3 Commission/Council Meetings MIG will present the Concept Plans at (2) Commission/Council meetings for input and approval, such as Parks and Recreation Commission and City Council. Assume each is a virtual one‐hour meeting. More presentations can be accommodated through extra services if needed. Task 3.4 Community Engagement Part 3: Consider the Concepts MIG will revise/finalize the Concept Plans per City feedback and create both analog and digital content to share the Concept Plans with the public for evaluation and feedback. MIG will review the public engagement materials with City Staff for approval. MIG will monitor any online survey results over a two‐ to three‐week period. MIG will also lead up to (2) additional community conversations (either facilitated online or, if social distancing policies allow as small coffee meetings), intercept events, pop‐ups, or outreach opportunities as determined with the City. Task 3.5 City Review Meeting Two‐hour virtual meeting. MIG will meet with the City to discuss the community engagement process and feedback; and to go over options and direction for developing the Preferred Concept. Task 3.6 Preferred Concept Design The MIG Team will incorporate the public and City feedback into a Preferred Concept. The Preferred Concept will contain enough information to explain the general form, content, and quality of the design, including: ● a statement describing the vision for the site ● a short narrative description that characterizes the main features, unique aspects, visitor experience, program elements, and operations ● precedent design images to support the concept plan ● Conceptual level grading plans for disturbed areas within the project limits ● Conceptual utility connection plans including storm drainage, preliminary stormwater treatment and detention facility sizes, sanitary sewer, water, and fire protection services ● Opinion of Probable Costs Task 3.7 City Review Meeting Two‐hour virtual meeting. MIG will present the Preferred Concept to the City for review and feedback. Task 3.8 Illustrative 3d/Bird’s‐eye view Graphic Provide an illustrative 3d or Bird’s‐eye view site graphic to share with the community and help with fundraising. Task 3.9 Community Engagement Part 4: Define the Project MIG will finalize the Preferred Concept per the City feedback and will create graphics and materials for a final virtual public presentation. MIG will review the public engagement materials with City Staff for approval. Allow for (1) round of revisions. EXHIBIT A 5 MIG will share the Preferred Concept design and Illustrative Graphic with the public to show how earlier community input shaped the final concept. MIG will provide a multi‐media, online walk‐through of the Preferred Concept with an opportunity to provide general feedback. This step is an opportunity to celebrate the culmination of the community engagement process and mark the transition to the next stage—construction drawings and building the new playground. Task 3.10 City Review Meeting Two‐hour virtual meeting. MIG will meet with City Staff to discuss the public’s comments and get final approval before moving into the Construction Documents phase. Task 3.11 Environmental Approvals Coordination MIG will provide minor assistance with graphics and coordination. More help may be provided if desired as additional services. Task 3.12 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 3 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City’s consolidated comments.  Draft Plans & Opinion of Probable Costs  Commission/Council Presentations (2)  Community Engagement Part 3 materials and summaries  City Review Meetings Agendas & Meeting summaries  Preferred Concept Plan & Opinion of Probable Costs  Illustrative 3D/Birdseye Graphic  Community Engagement Part 4 materials and summaries  Monthly invoices TASK 4: CONSTRUCTION DOCUMENTS (CD) The MIG Team will prepare design plans, construction documents, specifications and opinions of probable costs at the milestones noted below. We will schedule the design and bid process, identifying significant milestone dates and actions items for the project team and assist the City in developing bid documents to advertise for construction. The City will provide any City‐required standard details, titleblocks, requirements, and specifications to the MIG team at the beginning of this phase. All submittals will be in the form of a PDF submitted through email, Google drive, or other free and readily available digital sharing format approved by The City. Task 4.1 Preliminary CD Plans The MIG Team will prepare preliminary plans in AutoCAD showing the layout of proposed play area elements, including play elements, paving, site furnishings, planting areas and other site features. Task 4.2 Preliminary CD City Check‐in Meeting MIG will facilitate a meeting with City staff to review consolidated comments on the preliminary plans to clarify questions and confirm corrections or minor refinements needed for the 50% set. A summary of the meeting will be prepared. Task 4.3 50% CD Submittal The MIG Team will prepare construction documents to a 50% level of completion, drafted in digital format using AutoCAD. Plans shall be prepared at a minimum of 1” = 20’ scale, As part of the package, the MIG Team will EXHIBIT A 6 develop a materials and equipment schedule reflecting site material, equipment and furnishing selections so the City can review the new playground’s proposed aesthetic vision. This scope assumes the development of one set of construction drawings for a single‐phase project. If the City’s budgeting results in the need for phasing or alternates, these can be provided for an additional fee. Task 4.4 50% CD Opinion of Probable Costs The MIG Team will develop an Opinion of Probable Costs based on the submitted plans. Task 4.5 50% CD Regulatory Approval Coordination/Assistance (Allowance) The MIG Team has a small allowance to allow for regulatory approval document preparation and coordination for City reviews such as ADA review, stormwater, and the maintenance department. Task 4.6 City Review Meeting The City will provide one set of consolidated review comments detailing the required changes to the 50% CD drawings and opinion of probable costs. These will be discussed in a two‐hour (maximum) virtual meeting between the City and MIG to confirm design direction before beginning the 90% CD package. Task 4.7 90% CD Submittal Based on the 50% CD’s submittal and incorporating the City’s direction from the 50% CD review meeting, the MIG Team will prepare construction documents to a 90% level of completion. The MIG Team will also provide CSI format technical specifications related to the scope of work. Design documentation, including specifications, will be consistent with required federal, state, and local codes and regulations. Task 4.8 90% CD Opinion of Probable Costs & QA/QC Review The MIG Team will develop an Opinion of Probable Costs based on the submitted plans. MIG’s QAQC team will perform an in‐house review of drawing set and specifications to ensure Quality Assurance + Quality Control. Task 4.9 City Review Meeting The City will provide one set of consolidated review comments detailing any required changes to the Design 90% CD package. These will be discussed and finalized in a two‐hour (maximum) virtual meeting between the City and MIG prior to finalizing the 100% CD package. Task 4.10 100% CD Submittal/Permit Set Based on the final consolidated list of comments and direction from the City, the MIG Team will advance the construction documents set to a level of 100% completion. We will produce final technical specifications in CSI format to describe the requirements for construction materials, equipment, systems, standards, and workmanship. The City will be responsible for providing the Division I specifications sections. The MIG team assumes that multiple permit packages are not required and that 100% construction documents will be comprise the construction permitting set. The MIG Team will package the 100% complete construction documents and submit to the City for final review and comment (PDF format). One round of minor edits may be incorporated by the MIG Team to create the final Permit Set. Task 4.11 Bid Set Preparation Incorporating minor revisions related to comments from the permitting review, the MIG Team will prepare final design (bid) documents based on the 100% drawings and techncial specifications. Task 4.12 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 4 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Preliminary plans (In‐progress check‐in) for City Review  Design Development (50% CD) Submittal ‐ Drawings and Spec TOC  Design Development (50% CD) Opinion of Probable Costs EXHIBIT A 7  90% CD Submittal ‐ Drawings and Specs  90% CD Opinion of Probable Costs  100% CD Drawing Set ‐ Drawings and Specs  100% CD Opinion of Probable Costs  Monthly invoices TASK 5: BIDDING SUPPORT Task 5.1 Pre‐bid Meeting MIG will attend the pre‐bid meeting to respond to questions about the Construction Documents. Task 5.2 Bid Assistance Allowance (Bidder Question Response) The MIG Team has made an allowance to prepare responses to bidders’ questions to clarify the construction documents. Task 5.3 Conformed Construction Set Submittal Once the bid period is complete and the contractor has been selected, the MIG Team will prepare a final conformed set for the contractor’s use during construction. The conformed construction set will incorporate the addenda and responses to bidders’ questions. Task 5.4 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 5 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Responses to Bidders’ Questions  Conformed Construction Set  Monthly invoices No allowance has been made for any value engineering at the Bid Phase. Should bids come in higher than anticipated due to unforeseen market conditions, the MIG Team will meet with the Client to discuss options to move the project forward. Any additional design, coordination or submittals can be provided for additional services. TASK 6: CONSTRUCTION ADMINISTRATION Task 6.1 Preconstruction Meeting Participation The MIG Team will attend and participate in a Pre‐Construction meeting scheduled and lead by the City. The MIG Team will attend the meeting to support the City in answering the contractor’s questions. This scope assumes attendance by the lead landscape architect and civil engineer. If needed, other design team members can be made available through additional services. Task 6.2 Responses to Contractor Submittals The MIG Team will review and take appropriate action (approve with modifications, reject, etc.) on the Contractor’s submittals such as RFI’s, Shop Drawings, Product Data and Samples, to confirm conformance with the design intent of the project and compliance with the information given in the Contract Documents. Reviews will take place in accordance with reasonable promptness and according to language agreed upon in the bid documents. Reviews and approvals or other action shall not extend to means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident thereto. Approval of a specific item shall not indicate approval of an assembly of which the item is a component. The MIG Team assumes a maximum EXHIBIT A 8 of two reviews of contractor submittals and shop drawings. Additional reviews can be provided through additional services (see last section). Task 6.3 Construction Meetings and Site visits MIG will attend up to (4) construction meetings to review construction progress and Contractor’s compliance with the design intent. These meetings can be virtual or on‐site, depending on current safety measures. In addition, MIG will perform up to (8) site visits and the Civil engineer will perform up to three (3) site visit/reviews, as requested by City. Task assumes a maximum construction duration of ten months. Task 6.4 Preliminary Punch List Site Visit and Preparation When notified that the construction is substantially complete, the MIG team will make one site visit with the City’s representative and perform a Preliminary Punch List inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents. MIG will consolidate observations and provide a “punch list,” describing the items it recommends for the contractor’s correction prior to scheduling the Final Punch List Site Visit. Task 6.5 Final Punch List Site Visit and Preparation When notified that the construction is fully complete, the MIG team will make one site visit with the City’s representative and perform a “Final” inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents. MIG will consolidate observations and provide a Final Punch List, describing the items it recommends for the contractor’s correction prior to closing out the construction contract. Task 6.6 Project Management and Team Coordination The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet. TASK 6 DELIVERABLES Unless otherwise noted, all deliverables will be provided in PDF format.  Submittal and Shop Drawing review documentation  Responses to contractor’s Requests for Information  Construction Meetings – (up to 4)  Site Visits – (up to 11)  Preliminary Punch List  Final Punch List  Monthly invoices ADDITIONAL SERVICES The MIG Team has a broad range of experience, skills and services. The following is a non‐exhaustive list of items that are not included in this scope but could be provided as additional services if they are needed or desired by the City: ● Additional community engagement beyond the scoped items in the process (including digital advertisement, intercept surveys, additional surveys/workshops/open houses/pop‐up events). ● Additional public meetings beyond the scoped items in the process (including attending City Council meetings, public hearings, hearing examiner meetings, public open houses, and local association meetings). ● City project team meetings beyond those listed ● Additional design alternative drafts or renderings other than those listed. ● Preparation of phased or multiple‐packaged construction documents. EXHIBIT A 9 ● Preparation of special studies outside our scope of work. ● Intensive research and testing to determine conditions of existing site utilities (i.e., potholing, smoke testing, dye testing, pressure testing, fire flow testing, videotaping, etc.). ● Utility Relocation Plans ● Supplemental surveying services beyond the initial survey necessary for completeness. ● Appeal, Design Exception, and Alternative Review applications. ● Services related to future facilities and improvements. ● Design of water capture/re‐use systems, pump stations, sump pumps, or force mains for sanitary sewer or storm drainage systems, if required. ● Design of systems to comply with or obtain LEED certification, including preparation of LEED documentation and addressing review comments from the USGBC. ● Redesign of civil/landscape items following completion of construction document as a result of site and building plan changes or unforeseen existing conditions. ● Design for areas not identified in the project understanding. ● Value Engineering. If the MIG Team is needed to assist with VE and/or bid negotiations, it is available on a Time and Materials basis. ● Arborist Report ● Project Record Drawings PROJECT SCOPE ASSUMPTIONS: ● CLIENT: ‘The City’ refers to the City of Cupertino’s Jollyman project team. ● BUDGET: Scope and fee is based on a construction budget of $2,910,000 ($2,670,000 base budget with a $240,000 contingency). The City has identified a fundraising goal of $1,000,000. If fundraising goals are not met, there will be a shortfall. Redesign to value engineer the project will require a contract modification. ● DELIVERABLES: Unless otherwise indicated, all deliverables will be provided in PDF format. Native files will be created in software selected at the consultant team’s discretion. If the City desires printed copies or specific file formats, the MIG Team is happy to work with the City to develop a strategy that meets the project’s budget and needs. ● IN‐PERSON MEETINGS: Team meetings and most community engagement events are assumed to be virtual with some limited outdoor engagement events as noted. ● TRANSLATION: All documentation will be in English; however, as an additional service, the MIG Team can provide exhibits in other languages. ● CONSOLIDATED COMMENTS: The City will provide MIG with (1) set of vetted and consolidated comments from all parties/agencies in all tasks involving review and feedback. ● PERMIT FEES: All permit fees and agency charges will be paid by others. ● UTILITIES: The site is adequately served by utilities adjacent to the site. ● OFFSITE UTILITIES/STREET/PARKING DESIGN: Offsite utility or street/parking design beyond the identified playground area is not included in this proposal. ● ENVIRONMENTAL WORK: Floodplain, wetland, soil remediation or environmental work is not included in this proposal. ● CONSTRUCTION TESTING + INSPECTIONS: Necessary testing and inspections during construction will be provided by others. ● EXISTING UTILITY DISTRIBUTION: It is assumed that existing utility distribution systems will not be impacted by the proposed development. EXHIBIT A 10 SURVEY AREA: City of Cupertino I Jollyman Park All-Inclusive Playground e s t i m a t e d p r o j e c t c o s t Hrs@ $210 Hrs@ $180 Hrs@ $160 Hrs@ $95 Hrs@ $145 Hrs@ $140 Hrs@ $150 Hrs@ $80 Task 1: PROJECT INITIATION AND ONGOING PROJECT MANAGEMENT (2 weeks) 1.1 Project Kick-off Meeting & Site Tour 6 $1,260 8 $1,440 8 $1,280 6 $570 6 $870 6 $840 $0 $0 28 $6,260 $500 $540 $1,000 $2,040 $8,300 1.2 Project Scope & Schedule Finalization 2 $420 4 $720 $0 $0 $0 1 $140 $0 $0 7 $1,280 $0 $1,280 1.3 Background Information Request & Assembly 1 $210 2 $360 $0 2 $190 1 $145 $0 $0 $0 3 $905 $0 $905 1.4 Community Engagement Part 1: Prepare to Engage 1 $210 4 $720 $0 6 $570 $0 8 $1,120 $0 $0 13 $2,620 $0 $2,620 1.5 Inclusive Play Primer Presentation 6 $1,260 4 $720 $0 5 $520 $0 $0 $0 $0 $2,500 $0 $2,500 1.6 Project Management and Team Coordination (Assume 2 meeting calls, ~1 per week)2 $420 10 $1,800 $0 2 $190 $0 $0 $0 8 $640 20 $3,050 $0 $800 $3,850 Subtotal 18 $3,780 32 $5,760 8 $1,280 21 $2,040 7 $1,015 15 $2,100 0 $0 8 $640 71 $16,615 $500 $0 $540 $1,000 $2,040 $800 $19,455 Task 2: DATA COLLECTION AND EXISTING CONDITIONS (1.5 months) 2.1 Topographic Survey $0 $0 $0 $0 $0 $0 $0 $0 0 $0 $10,000 $10,000 $10,000 2.2 Existing Utilities & Stormwater Coordination $0 2 $360 $0 2 $190 2 $290 $0 $0 $0 2 $840 $4,000 $4,000 $4,840 2.3 Geotechnical Report $0 $0 $0 $0 $0 $0 $0 $0 0 $0 $500 $14,200 $14,700 $14,700 2.4 Review of Requirements, Existing Conditions and Background Documents 4 $840 10 $1,800 4 $640 10 $950 4 $580 4 $560 $0 $0 22 $5,370 $2,000 $360 $600 $2,960 $8,330 2.5 Site Analysis, Opportunities & Constraints 1 $210 8 $1,440 2 $320 14 $1,330 $0 $0 $0 $0 11 $3,300 $0 $3,300 Community Engagement Part 2: Listen, Learn, Vision Online Survey & Similar info on Boards for Posting 1 $210 8 $1,440 $0 14 $1,330 $0 40 $5,600 $0 $0 49 $8,580 $0 $8,580 (1) Virtual Community meeting and (2) Stakeholder meetings 1 $210 14 $2,520 $0 14 $1,330 $0 20 $2,800 $0 $0 35 $6,860 $0 $6,860 2.7 Analysis and Outreach Summary Report 1 $210 8 $1,440 1 $160 8 $760 2 $290 12 $1,680 $0 $0 22 $4,540 $0 $4,540 2.8 Project Management and Team Coordination (Assume 4 meeting calls, ~2 per month)4 $840 20 $3,600 $0 $0 $0 4 $560 $0 2 $160 30 $5,160 $0 $400 $5,560 Subtotal 12 $2,520 70 $12,600 7 $1,120 62 $5,890 8 $1,160 80 $11,200 0 $0 2 $160 171 $34,650 $16,500 $14,200 $360 $600 $31,660 $400 $66,710 Task 3: CONCEPT DESIGN (4 months) 3.1 Draft Concept Designs (& Opinion of Probable Costs)2 $420 24 $4,320 12 $1,920 32 $3,040 4 $580 2 $280 $0 $0 40 $10,560 $2,500 $360 $800 $3,660 $14,220 3.2 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.3 Commission/Council Meetings (Allowance for 2) 2 $420 2 $360 $0 $0 $0 $0 $0 $0 4 $780 $0 $780 Community Engagement Part 3: Consider the Concepts Online Survey & Similar info on Boards for Posting $0 6 $1,080 $0 20 $1,900 $0 40 $5,600 $0 $0 46 $8,580 $0 $8,580 (2) informal community meetings - virtual or pop-up $0 12 $2,160 $0 16 $1,520 $0 16 $2,240 $0 $0 28 $5,920 $0 $5,920 3.5 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.6 Preferred Concept Design (& Opinion of Probable Costs)2 $420 16 $2,880 12 $1,920 32 $3,040 4 $580 1 $140 $0 $0 31 $8,980 $1,500 $360 $1,860 $10,840 3.7 City Review Meeting 2 $420 3 $540 $0 $0 $0 2 $280 $0 $0 7 $1,240 $0 $1,240 3.8 Illustrative 3d/Birdseye Graphic $0 1 $250 $0 $0 $0 $0 15 $2,250 $0 $2,500 $0 $2,500 3.9 Community Engagement Part 4: Define the Project Includes: (1) virtual community meeting $0 8 $1,440 $0 16 $1,520 $0 20 $2,800 $0 $0 28 $5,760 $0 $5,760 3.10 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $500 $500 $1,460 3.11 Environmental Approvals Coordination (Allowance)$0 4 $720 $0 4 $380 $0 $0 $0 $0 4 $1,100 $0 $1,100 3.12 Project Management and Team Coordination (Assume 5 meeting calls, ~1 per month)5 $1,050 30 $5,400 $0 $0 $0 5 $700 $0 5 $400 45 $7,550 $0 $400 $7,950 Subtotal 19 $3,990 115 $20,770 24 $3,840 120 $11,400 8 $1,160 90 $12,600 15 $2,250 5 $400 252 $56,410 $4,500 $0 $720 $800 $6,020 $400 $62,830 Task 4: CONSTRUCTION DOCUMENTS (7 months) 4.1 Preliminary CD Plans 1 $210 24 $4,320 12 $1,920 72 $6,840 16 $2,320 $0 $0 $0 37 $15,610 $4,750 $1,720 $800 $7,270 $22,880 4.2 Preliminary CD Plans City Check-In Meeting 2 $420 3 $540 $0 2 $190 $0 $0 $0 $0 5 $1,150 $0 $1,150 4.3 50% CD Submittal 4 $840 32 $5,760 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 60 $22,860 $6,000 $2,580 $400 $8,980 $31,840 4.4 50% CD Opinion of Probable Costs 1 $210 8 $1,440 2 $320 4 $380 3 $435 $0 $0 $0 11 $2,785 $500 $180 $680 $3,465 4.5 50% CD Regulatory Approval Coordination/Assistance (Allowance)$0 8 $1,440 $0 $0 $0 $0 $0 $0 8 $1,440 $0 $1,440 4.6 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $0 $960 4.7 90% CD Submittal 4 $840 40 $7,200 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 68 $24,300 $5,000 $3,440 $1,200 $9,640 $33,940 4.8 90% CD Opinion of Probable Costs & QA/QC Review 1 $210 8 $1,440 12 $1,920 4 $380 3 $435 $0 $0 $0 21 $4,385 $1,500 $180 $1,680 $6,065 4.9 City Review Meeting 2 $420 3 $540 $0 $0 $0 $0 $0 $0 5 $960 $0 $960 4.10 100% CD Submittal/Permit Set 2 $420 32 $5,760 24 $3,840 88 $8,360 28 $4,060 $0 $0 $0 58 $22,440 $4,500 $1,600 $1,290 $800 $8,190 $30,630 4.11 Bid Set Preparation 2 $420 24 $4,320 $0 40 $3,800 28 $4,060 $0 $0 $0 26 $12,600 $2,000 $305 $400 $2,705 $15,305 4.12 Project Management and Team Coordination (Assume 9 meeting calls, ~1 per month)9 $1,890 36 $6,480 $0 $0 $0 $0 $0 8 $640 53 $9,010 $0 $400 $9,410 Subtotal 30 $6,300 221 $39,780 98 $15,680 386 $36,670 134 $19,430 0 $0 0 $0 8 $640 357 $118,500 $24,250 $1,600 $9,695 $3,600 $39,145 $400 $158,045 Task 5: BIDDING SUPPORT (2.5 months) 5.1 Pre-bid Meeting $0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $250 $250 $1,330 5.2 Bid Assistance Allowance (Bidder Question Response, Addenda)$0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $500 $500 $1,580 5.3 Conformed Construction Set Submittal 1 $210 4 $720 $0 32 $3,040 12 $1,740 $0 $0 $0 5 $5,710 $1,000 $250 $400 $1,650 $7,360 5.4 Project Management and Team Coordination (Assume 3 meeting calls, ~1 per month)1 $210 12 $2,160 $0 $0 $0 $0 $0 3 $240 16 $2,610 $0 $100 $2,710 Subtotal 2 $420 28 $5,040 0 $0 32 $3,040 12 $1,740 0 $0 0 $0 3 $240 33 $10,480 $1,750 $0 $250 $400 $2,400 $100 $12,980 Task 6: CONSTRUCTION ADMINISTRATION (9.5 months) 6.1 Preconstruction Meeting Participation $0 6 $1,080 $0 $0 $0 $0 $0 $0 6 $1,080 $250 $250 $1,330 6.2 Responses to Contractor Submittals $0 60 $10,800 16 $2,560 30 $2,850 16 $2,320 $0 $0 $0 76 $18,530 $1,000 $1,440 $800 $3,240 $21,770 6.3 Construction Meetings and Site visits (see scope qty)6 $1,260 80 $14,400 16 $2,560 12 $1,140 6 $870 $0 $0 $0 102 $20,230 $750 $720 $400 $1,870 $22,100 6.4 Preliminary Punch List Site Visit and Preparation 1 $210 10 $1,800 $0 $0 10 $1,450 $0 $0 $0 11 $3,460 $1,000 $1,000 $4,460 6.5 Final Punch List Site Visit and Preparation 1 $210 10 $1,800 $0 $0 10 $1,450 $0 $0 $0 11 $3,460 $500 $500 $3,960 6.6 Project Management and Team Coordination (Assume 10 meeting calls, 1 per month)10 $2,100 40 $7,200 $0 $0 $0 $0 $0 10 $800 60 $10,100 $0 $1,200 $11,300 Subtotal 18 $3,780 206 $37,080 32 $5,120 42 $3,990 42 $6,090 0 $0 0 $0 10 $800 266 $56,860 $3,500 $0 $2,160 $1,200 $6,860 $1,200 $64,920 99 $20,790 672 $121,030 169 $27,040 663 $63,030 211 $30,595 185 $25,900 15 $2,250 36 $2,880 1150 $293,515 $51,000 $15,800 $13,725 $7,600 $88,125 $3,300 $384,940 5% Markup (Direct Costs/Administrative)$4,406 $165 $4,571 $389,511 Professional Fees Totals MIG Totals BKF (Civil) Sub Totals KPFF (Struct) Ninyo+ Moore (Geotech) Atium (Elect) Noe Noyola Direct Costs SUBTOTAL TOTAL PROJECT COSTS Tucker McPhaul Project Associate 2.6 3.4 MIG, Inc.Subconsultants Principal-in-Charge Amy MitchellJan Eiesland Project Manager Play Specialist/CPSI Community Outreach Specialist Project Assistant Melissa Erikson Lori ManessDino Viale Irrigation Designer CJ Davis Senior Urban Designer MIG, Inc.City of Cupertino - Jollyman Park All-Inclusive Playground | Fee Proposal EXHIBIT B: Schedule Jollyman Park All‐Inclusive Playground Task 1: Project Initiation and Ongoing Project Management – January 2022 (0.5 month) Task 2: Data Collection and Existing Conditions – Jan ‐Feb 2022 (1.5 months) Task 3: Concept Design – Mar – June 2022 (4 months) Task 4: Construction Documents – June 2022 – Mar 2023 (7 months) Task 5: Bidding Support – Apr.‐June 2023 (2.5 months) Task 6: Construction Administration – June 2023 – Mar. 2024 (9.5 months) Project schedule is subject to refinement at the kickoff meeting and will be regularly updated during the course of the project, working with City staff, to better reflect project needs and City review times. EXHIBIT C: Hourly Rates and Reimbursable Expenses Jollyman Park All‐Inclusive Playground Unless specified otherwise, invoices are submitted monthly showing time and charges for professional services by staff category and a separate figure for expenses. Invoices are payable upon receipt. Invoices unpaid past 30 days are subject to interest at 1‐1/2% per month. MIG Inc. labor includes all overhead. Hourly rates by position are noted below: Role $/hour Principal‐in‐Charge $210 Project Manager $180 Play Specialist/CPSI $160 Project Associate $95 Irrigation Designer $145 Community Outreach Specialist $140 Senior Urban Designer $150 Project Assistant $80 Planner/Master Plan Advisor $165 ADA Specialist $135 Graphic Designer $140 Expenses are as follows: Type Rate Automobile travel current IRS rate Meals cost + 5% Photocopy (letter and tabloid) $0.10/print Color copies (letter and tabloid) $0.50/print Commercial printing/plotting cost + 5% Subcontractors cost + 5% Other (lab tests, aerial photos, etc) cost + 5% Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/22/2021 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 The Certfiicate Team CertsDesignPro@AssuredPartners.com License#:6003745 Berkley Insurance Company 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc. Moore Iacofano Goltsman,Inc. 800 Hearst Ave Berkeley CA 94710 The Travelers Indemnity Company of Connecticut 25682 2075696555 B X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X X Y Y 6801H899998 8/31/2021 8/31/2022 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2021 8/31/2022 B X X 10,000,000YCUP0H7587628/31/2021Y 8/31/2022 10,000,000 X 0 B XYUB2L5539098/31/2021 8/31/2022 1,000,000 1,000,000 1,000,000 A Professional Liability N Y AEC904725003 8/31/2021 8/31/2022 Each Claim Annual Aggregate $3,000,000 $5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. Re:Jollyman Park All-Inclusive Playground The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Days Notice of Cancellation City of Cupertino 10300 Torre Ave. Cupertino CA 95014 ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò   Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸·»²¼±®»³»²¬°»®º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑÐ®±°»®¬·»ô×²½òôîððì Ð¿¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò    Ì¸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ    ø×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×ß²×²«®»¼·¿³»²¼»¼¬±·²ó Ì¸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô Ç±«®¿½¬±®±³··±²å±®±²¬¸»°®±¶»½¬ø±¬¸»®¬¸¿²»®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó Ì¸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼«»¾§¿²§°»®±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò Ý±°§®·¹¸¬îððëÌ¸»Í¬òÐ¿«´Ì®¿ª»´»®Ý±³°¿²·»ô×²½òß´´®·¹¸¬®»»®ª»¼ò Ð¿¹»ï±ºï ×²½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ô×²½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6801H899998 6801H8999986801H899998 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA0S579947                                          Policy#: BA0S579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Compa ny.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA0S579947 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 Travelers Property Casualty Company of America 11/22/2021 SIGNED_MIG for All-Inclusive Playground at Jollyman Park Final Audit Report 2021-12-10 Created:2021-12-09 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA4F2c7BjpwgFJsSlCx8DpGz7lC4gcweSm "SIGNED_MIG for All-Inclusive Playground at Jollyman Park" Hi story Document created by Julia Kinst (juliak@cupertino.org) 2021-12-09 - 6:39:15 PM GMT- IP address: 64.165.34.3 Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2021-12-09 - 6:41:23 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-12-09 - 6:41:25 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-12-09 - 11:56:31 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2021-12-09 - 11:56:33 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2021-12-10 - 0:10:34 AM GMT- IP address: 172.225.89.120 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2021-12-10 - 1:47:55 AM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Dianne Thompson (she/her) (diannet@cupertino.org) for signature 2021-12-10 - 1:47:59 AM GMT Email viewed by Dianne Thompson (she/her) (diannet@cupertino.org) 2021-12-10 - 3:18:35 AM GMT- IP address: 104.28.124.179 Document e-signed by Dianne Thompson (she/her) (diannet@cupertino.org) Signature Date: 2021-12-10 - 3:28:01 AM GMT - Time Source: server- IP address: 99.179.16.200 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-12-10 - 3:28:04 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-12-10 - 4:33:05 AM GMT- IP address: 172.225.89.144 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-12-10 - 4:33:24 AM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-12-10 - 4:33:24 AM GMT