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15-157 Sprig Electric, Installation of IP Cameras at the Librarypo ·.ti:' ?o/ b -17'.l.. AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SPRIG ELECTIUC FOR INSTALLATION OF IP CAMERAS AT LIBRARY THIS AGREEMENT, for reference dated July 20TH, 2015, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and "Sprig Electric", a California corporation whose address is 1860 S. 10th Street San Jose, CA. 95112 hereinafter called the Contractor, and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cany on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. City and Contractor desire to enter into an agreement for Installation of 3 Samsung IP Cameras at the Library, in accordance with the proposal dated July 20 111 2015 NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The Contractor shall begin work within thirty (30) calendar days after receiving notice from the Facilities Supervisor to commence the work, and shall diligently prosecute the work to completion before the expiration of thirty (30) consecutive working days from the date of receipt of notice to begin work. 2. SERVICES TO BE PERFORMED: Contractor agrees, at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all work strictly in accordance with the proposal dated July 20th 2015 hereby refoned to and expressly made a part hereof with the same force and effect as ifthe same were fully incorporated herein. 3. COMPENSATION TO CONTRACTOR: Contractor shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Contractor's proposal, which is attached hereto as exhibit "A" and incorporated herein by this reference. Payment will be made in the same manner that claims of a like character are paid by the City, with checks drawn on the treasmy of the City, to be taken from the general fund. 1 4. TIME IS OF THE ESSENCE: Contractor and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced persom1el who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Contractor intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express tenns of this Agreement. No civil service status or other right of employment will be acquired by virtue of Contractor's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Contractor. Payments of the above items, ifrequired, are the responsibility of Contractor. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Contractor assumes any and all responsibility for verifying the identity and employment authorization of all of its employees perfonning work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor. 8. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Contractor agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Contractor or Contractor's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Contractor agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage 2 to property or othe1· liability of any nature, arising out of, pertaining to, or related to the performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. Contractor shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of.litigation. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in these sections from each and every subcontractor or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this agreement. If Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. 10. INSURANCE: On or before the commencement of the terms of this Agreement, Contractor shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 1 OA, B, C and D. Such ce1iificates, which do not limit Contractor's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, "Attention: City Manager." It is agreed that Contractor shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance ce1iificates. A. COVERAGE: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injmy: $1,000,000 each occurrence $2,000,000 aggregate • all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required 3 minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occun·ence or Combined Single Limit: $1,000,000 each occurrence B. SUBROGATION WAIVER: Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insmance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Contractor at any time during the tenn hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by the Contractor for the costs of the insurance premiums at the maximum rate pennitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees, and volunteers shall be named as an additional insured under all insurance coverages, except worker' s compensation insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled tmder this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor1s insurance broker to determine adequate coverage for Contractor. 11. BONDS: Contractor is not required to provide bonds. 12. PROHIBITION AGAINST TRANSFERS: Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such 4 attempted assignment, hypothecation or transfer. However, claims for money by Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Contractor. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Contractor is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are listed in Contractor's bid shall be used in the performance of this Agreement. Requests for additional subcontracting shall be submitted in writing, describing the scope of work to be subcontracted and the name of the proposed subcontractor. Such request shall set forth the total price or hourly rates used in preparing estimated costs for the subcontractor's services. Approval of the subcontractor may, at the option of City, be issued in the form of a Work Order. In the event that Contractor employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to cruTy general and automobile liability insurance in reasonable conformity to the insurance carried by Contractor. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Contractor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City Business License, that may be required in connection with the pe1formance of services hereunder. 15. REPORTS: Each and every report, draft, work product, map, record and other docmnent reproduced, prepared or caused to be prepared by Contractor pursuru1t to or in connection with this Agreement shall be the exclusive property of City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. No rep01i, information nor other data given to or prepared or assembled by Contractor pursuant to this Agreement shall be made available to any individual or organization by Contractor without prior approval by City. Contractor shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. 16. RECORDS: 5 Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts there from as necessary, and to allow inspection of all work~ data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Contractor shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. City at: All notices, demands, requests, or approvals from Contractor to City shall be addressed to City of Cupertino 10555 Mary Avenue Cupertino CA 95014 Attention: Cln'is On- All notices, demands, requests, or approvals from City to Contractor shall be addressed to Contractor at: Sprig Electric 1860 S. 101b St. San Jose, CA. 95112 Attention: Jose Rivera 18. URBAN RUNOFF MANAGEMENT: The Contractor shall avoid creating excess dust when breaking asphalt or concrete and during excavation and grading. If water is used for dust control, contractor shall use as little as necessary. Contractor shall take all steps necessary to keep wash water out of the streets, gutters and storm drains. The Contractor shall develop and implement erosion and sediment control to prevent pollution of storm drains. Such control includes but is not limited to: 6 A. Use storm drain inlet protection devices such as sand bag barriers, filter fabric fences, block and gravel filters. (Block storm drain inlets prior to the start of the rainy season (October 15), in site de-watering activities and saw-cutting activities; shovel or vacuum saw-cut slurry and remove from the site). B. Cover exposed piles of soil or construction material with plastic sheeting. All construction materials must be stored in containers. C. Sweep and remove all materials from paved surfaces that drain to streets, gutters and storm drains prior to rain as well as at the end of the each work day. At the completion of the project, the street shall be washed and the wash water shall be collected and disposed of offsite in an appropriate location. D. After breaking old pavement, Contractor shall remove all debris to avoid contact with rainfall or runoff. E. Contractor shall maintain a clean work area by removing trash, litter, and debris at the end of each work day. Contractor shall also clean up any leaks, drips, and other spills as they occur. The objective is to ensure that the City and County of Santa Clara County-Wide Clean Water Program is adequately enforced. These controls should be implemented prior to the start of construction, up-graded as required, maintained during construction phases to provide adequate protection, and removed at the end of construction. These recommendations are intended to be used in conjunction with the States Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities, Section 7.1.01 of the Standard Specifications and any other appropriate documents on storm water quality controls for construction. Failure to comply with this program will result in the issuance of noncompliance notices, citations, project stop orders or fines. The fine for noncompliance of the above program is two hundred and fifty dollars ($250.00) per occurrence per day. The State under the Federal Clean Water Act can also impose a fine on the contractor, pursuant to CaL Water Code '13385. 19. TERMINATION: In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the perfonnance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Contractor from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may term,inate the Agreement forthwith by giving to the Contractor written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Contractor as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 20. COMPLIANCES: Contractor shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by City. 7 21. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. 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.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. ~ if-f1. ADVERTISEMENT: V, Contractor shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 23. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 24. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. 25. SAFETY REQUIREMENT All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL-OSHA. City reserves the right to issue restraints or cease and desist orders to Contractor when unsafe or harmful acts or conditions are observed or reported relative to the performance of the work under this Agreement. Contractor shall maintain the work sites free of hazards to persons and/or property resulting from his or her operations. Any hazardous condition noted by Contractor, which is not a result of his or her operations, shall immediately be reported to City. 26. HOURS OF OPERATION Contractor shall be allowed to operate only for the hours of 7:00 a.m. to 3:30 p.m. unless prior written approval has been secured from City to do otherwise. 8 27. REQUIREMENT TO PAY PREVAILING WAGES Consistent with the City's policy to pay prevailing wage rates, Contractor shall comply with the City's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. The City shall require payment of the general rate of per diem wages or the general rate of per diem wages for holiday and overtime work. Contractor will submit (monthly or biweekly) certified payroll records to the City for all employees and subcontractors in a preapproved format or a City provided form. Any delay in remitting certified payroll reports to the City upon request from the City will result in either delay and/or forfeit of outstanding payment to Contractor. 28. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. · 9 29. CAPTIONS: The captions 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 pmvisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. RECOMMENDED FOR APPROVAL: By c.. ~ r-~ s or-r Title Pvkl'" wor\<s s ... fk'"V·«?oJ-' APPROVED AS TO FORM: M1/crm122 V\J ATTEST: /}c:cen''~~ /6d --€1 -81-g-Cj·ov-'11 o th"" Ov A..\-'f.V S ) 5' 0 L-\ 0 3 B 10 ~~ 2%1'2!-(!IO 19'(1) s. tcf St. San. foie, t?A 95112 di: 40!-!!l!-31?4 #w: 40B'-fm-3817 '!ft If Request for Price Customer: City of Cupertino Attn: RudyL 10555 Mary Ave. City Of Cupertino, California 95014 Project Name: Job#: Date: Item Cupertino Library IP Camera add 7-20-15 TBD 7120115 Description 1. Supply the following: a. Provide materials and labor to install 2 Samsung IP cameras at the 2nd floor Cupertino Library. b. Provide materials and labor to install 1 Samsung IP camera at Cupertino Library book drop location. c. Provide labor to terminate, program, configure and test cameras. d. Provide, instalJ, configure and test 3IP camera licenses on Exacqvision NVR. All prices are valid for 30 days from date of response. Labor Material Tax Total $2,400.00 $2,854.60 $ 249.78 $5,504.38 Submitted by: .;;:;..~=os=e:;._R=.=.;iv'-"e:.:-r=u _______ _ Project Engineer (408) 298-3134 ( 408) 210-4 702 Cell Jrivera(cV,sprigelectric.com Date: 7/20/2015 Date: ff-/(""' :<ot..S Confidential 7/20/2015 ~ -1_C<?RD® CERTIFICATE OF LIABILITY INSURANCE j 31 ~~~~~1M~DDNYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher & Co. Insurance Brokers of CA., Inc.UC #0726293 One Almaden Blvd.Suite 960 San Jose CA 95113 INSURED Sprig Electric Co. 1860 S. 10th Street San Jose, CA 95112 COVERAGES CERTIFICATE NUMBER: 364612736 CONTACT NAME: PHONE IA/C No Extl: E-MAIL ADDRESS: I FAX IA/C, Nol: INSURER(S) AFFORDING COVERAGE INSURER A :Olri Renublic General Insurance Coro INSURER B :Starr lndemnitv & Liabilitv Comoanv INSURER c :Continental Casualtv Comnanv INSURER D :Great American E&S Insurance Com nan INSURER E: INSURER F: REVISION NUMBER: NAIC # 04139 ~8318 ?0443 t:\7532 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. INSR ADD L SUBR I ( POLICY EFF!l POLICY EXP TYPE OF INSURANCE LIMITS LTR INSR WVD POLICY NUMBER MMIDDNYYY I (MM/DDNYYY) A GENERAL LIABILITY y A 1 CG02321500 ~/1/2015 ~/1/2016 EACH OCCURRENCE $1,000,000 ~ DAMAGE TO RENTED x COMMERCIAL GENERAL LIABILITY PREMISES /Ea occurrence' $500,000 ~ D CLAIMS-MADE ~ OCCUR MED EXP (Any one person) $15,000 x Blanket Add'I PERSONAL & ADV INJURY $1,000,000 ,__ x Insured GENERAL AGGREGATE $2,000,000 ,__ n'L AGGRE~E LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $2,000,000 POLICY X ~,f9,: n LOG Deductible $25,000 A AUTOMOBILE LIABILITY ~ A 1 CA02321402 ~/1/2015 ~/1/2016 IEa accide~t~INGU: LIMI' $1,000,000 x ANY AUTO BODILY INJURY (Per person) $ ,__ -ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ ,__ AUTOS >-----AUTOS x x NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) >----->----- $ B x UMBRELLA LIAB H OCCUR 1000021680 ~/1/2015 ~/1/2016 EACH OCCURRENCE $10,000,000 ~ x EXCESS LIAS CLAIMS-MADE AGGREGATE $ OED Ix I RETENTION $0 $ A WORKERS COMPENSATION A 1 CW02321403 1/1/2015 H1112016 x I WC STATU-I /OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 c Leased/Rented Equipment 6017183521 'l/1/2015 ~/1/2016 Limit 75,000 D Pollution/Professional Incl. Mold PCE394893203 4/1/2015 ~/1/2016 LimiULimit 2MM/5MM DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) RE: All Operations for City of Cupertino Additional Insured (where required by written contract, per attached forms): City of Cupertino, 10981 Franco Court & 10555 Mary Avenue, Cupertino, CA 95014 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave Cupertino CA 95014 AUTHORIZED REPRESENTATIVE / ,;/ 1lv I /'1y1fi ef'~/ . .ff:yVvf• © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Policy #GL5091243880 G-18652-J (Ed. 07-12) C'NA 1. ADDITIONAL INSURED SECTION II -WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs A. through G. below whom you are required to add as an additional insured on this policy under a written contract or written agreement, provided the written contract or written agreement: i. Is currently in effect or becomes effective during the term of this policy; and ii. Was executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury" for which the additional insured seeks coverage. However, we will not provide the additional insured any broader coverage or any higher limit of insurance than the least that is: a. The maximum permitted by law; b. Required in the written contract or written agreement; c. Afforded to you under this policy; or d. Described in the applicable paragraphs A. through G. below. A. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: 1. Their financial control of you; or 2. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. 8. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owner's liability as co-owner of such premises. C. Lessor. Equipment 1. Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or · organization. G-18652-J (Ed. 07-12) Page 2 of 12 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. D. Lessor -Land An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. E. Lessor · Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place 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 additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions A state or governmental agency or subdivision or political subdivision subject to the following provisions: 1. This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises Copyright, CNA All Rights Reserved. C'NA Policy #GL5091243880 G-18652-J (Ed. 07-12) 1. Management control means: a. Ownership interest representing more than 50% of the voting, appointment, or designation power for the subsidiary organization's governing body; or b. Having the right, pursuant to a written contract, or pursuant to the by-laws, charter, operating agreement, or similar document of a specifically shown Named Insured or controlled subsidiary organization to select, appoint, or designate a majority of the subsidiary organization's governing body. Such contract or document must have been created prior to the time of loss; or c. Having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer and sell property held by a trust. 2. Governing body means the Board of Directors of a corporation. 3. Loss means: a. The occurring of the "bodily injury" or "property damage"; or b. The committing of the offense that caused the "personal and advertising injury." D. The insurance provided by this policy applies to Named Insureds when trading under their own names, or under such trading names or doing- business-as (OBA) names as any should choose to employ. 5. BROADENED LIABILITY COVERAGE FOR DAMAGE TO "YOUR PRODUCT" AND "YOUR WORK" A. Under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete exclusions k. and I. and replace them with the following: [This insurance does not apply to:] k. Damage to Your Product "Property damage" to "your product" arising out of it, or any part of it except when caused by or resulting from: (1) Fire; (2) Smoke; (3) Collapse; or (4) Explosion. G-18652-J (Ed. 07-12) Page 4 of 12 I. Damage to Your Work "Property damage" to "your work" arising out of it, or any part of it and included in the "products- comp leted operations hazard." This exclusion does not apply: (1) If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor; or (2) If the cause of loss to the damaged work arises as a result of: (a) Fire; (b) Smoke; (c) Collapse; or (d) Explosion. B. The following paragraph is added to SECTION Ill -LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most we will pay under Coverage A for the sum of damages arising out of any one "occurrence" because of "property damage" to "your product" and "your work" that is caused by fire, smoke, collapse or explosion and is included within the "product-completed operations hazard." This sublimit does not apply to "property damage" to "your work" if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. C. This Provision 5. Broadened Liability Coverage For Damage To "Your Product" And "Your Work" does not apply if an endorsement of the same name is attached to this policy. 6. CONTRACTUAL LIABILITY -RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of "insured contract" in SECTION V -DEFINITIONS is replaced by the following: "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 damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; Copyright, CNA All Rights Reserved. C'NA Policy #GL5091243880 G-18652-J (Ed. 07-12) this policy, then the $100,000 limit provided by this Provision 8. Electronic Data Liability is part of, and not in addition to, that higher limit. 9. EXPANDED PERSONAL AND ADVERTISING INJURY· DISCRIMINATION OR HUMILIATION A. SECTION V -DEFINITIONS is amended to add the following to the definition of "Personal and advertising injury": h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. 8. Under SECTION I -COVERAGE 8 - PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended to add the following additional exclusions: [This insurance does not apply to:] Discrimination Relating To Room, Dwelling or Premises "Personal or advertising injury" caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. This provision 9. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 10. EXPECTED OR INTENDED INJURY Under SECTION I -COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is G-18652-J (Ed. 07-12) Page 6 of 12 amended to delete exclusion a. Expected or Intended Injury and replace it with the following: [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. 11. GENERAL AGGREGATE LIMITS OF INSURANCE ·PER PROJECT A. For each construction project away from premises you own or rent, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most we will pay for the sum of: 8. All: 1. All damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and 2. All medical expenses. under Coverage C, that arise from "occurrences" or . accidents which can be attributed solely to· ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project Aggregate Limit of any other construction project. 1. Damages under Coverage 8, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by "occurrences" which cannot be attributed solely to ongoing operations at a single construction project, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard"; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. Copyright, CNA All Rights Reserved. C'NA Policy #GLS091243880 G-18652-J (Ed. 07-12) m. Provider of first aid or Good Samaritan services rendered in an emergency and for which no payment is demanded or received_ D. SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to add the following additional exclusions. These new exclusions apply only to this Incidental Health Care Malpractice Coverage: [This insurance does not apply to:] Dishonesty or Crime Any dishonest, criminal or malicious act, error or omission_ Clinical Trials I Product Testing Acts, errors or omissions that occur in the course of human clinical trials or product testing. Medicare/Medicaid Fraud Medicare or Medicaid fraud or abuse. Services Excluded by Endorsement Any "health care incident" for which coverage is excluded by endorsement. E. SECTION V -DEFINITIONS is amended to add the following subparagraph to Paragraph f. of the definition of "insured contract": Paragraph f. does not include that part of any contract or agreement: (4) Under which you assume another's tort liability for "bodily injury" arising out of the rendering of or failure to render professional health care services. F. SECTION II -WHO IS AN INSURED is amended to add the following provisions: 1. Your "employees" are insureds with respect to: a. "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you or while performing duties related to the conduct of your business; and b. "bodily injury" to a "volunteer worker" while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 2. Your ·"volunteer workers" are insureds with respect to: G-18652-J (Ed. 07-12) Page 8 of 12 a. "bodily injury" to a co-"volunteer worker" while performing duties related to the conduct of your business; and b. "bodily injury" to an "employee" while in the course of the "employee's" employment by you or while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 3. Paragraphs 2.a. (1)(a}, (b) and (c) of SECTION II -WHO IS AN INSURED do not apply to "bodily injury" for which insurance is provided this Provision 13. 4. Paragraph 2.a.(1)(d) of SECTION II -WHO IS AN INSURED is deleted. G. With respect to the insurance provided by this Provision 13., the following is added to Paragraph 4.b.(1) of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: To the extent this insurance applies, it is excess over any of the other insurance (including qualified self insurance), whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. 14. JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES A. The following is added to SECTION II -WHO IS AN INSURED: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended prior to or during this policy period, but only to the extent of your interest in such joint venture, partnership or limited liability company_ This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company; or c. To a joint venture, partnership or limited liability company which is or was insured under a "consolidated (wrap- up) insurance program." Copyright, CNA All Rights Reserved. C'NA Policy #GL5091243880 G-18652-J (Ed. 07-12) b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted and replaced by the following: (ii) That is property insurance for premises rented to you, for premises temporarily occupied by you with the permission of the owner; or for personal property of others in your care, custody or control; F. This Provision 15. does not apply if Damage To Premises Rented To You Liability under SECTION -I -COVERAGE A is excluded by endorsement. 16. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage for contractors under this endorsement without an additional premium charge, your policy will automatically provide the additional coverage as of the date the revision is effective in your state. 17. LIQUOR LIABILITY Under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion c. Liquor Liability. This provision 17. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 18. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of SECTION Ill -LIMITS OF INSURANCE is deleted and replaced by the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under SECTION -I -COVERAGE C for all medical expenses because of "bodily injury" sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or (2) The amount shown in the Declarations for Medical Expense Limit. B. Paragraph 1.a.(3)(b) of SECTION I COVERAGE C MEDICAL PAYMENTS, is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the. accident; and G-18652-J (Ed. 07-12) Page 10of12 This paragraph B. does not apply to medical expenses incurred in the state of Missouri. 19. NON-OWNED AIRCRAFT Under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY. Paragraph 2. Exclusions is amended such that exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. The aircraft is rented to you with a trained, paid crew; and 3. The aircraft does not transport persons or cargo for a charge. 20. NON-OWNED WATERCRAFT Under SECTION I-COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft and replace it with the following. [This exclusion does not apply to:] (2) A watercraft you do not own that is: (a) Less than 75 feet long: and (b) Not being used to carry persons or property for a charge. 21. PRIMARY AND NON-CONTRIBUTORY TO OTHER INSURANCE With respect to any person or organization that is an additional insured under this Coverage Part, the following is added to Paragraph 4. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If you have agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary and we will not seek contribution from that other insurance. For the purpose of this Provision 21., the additional insured's own insurance means insurance on which the additional insured is a Named Insured. This Provision 21. does not apply in situations where the endorsement on this policy affording coverage to the additional insured specifies that this insurance is excess over any other insurance available to that additional insured. 22. PROPERTY DAMAGE-ELEVATORS Copyright, CNA All Rights Reserved. C'NA Policy #GL5091243880 G-18652-J (Ed. 07-12) respects your involvement in that "consolidated (wrap-up) insurance program." C. SECTION V -DEFINITIONS is amended to add the following definition: "Consolidated (wrap-up) insurance program" means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.l.P.) or Contractor Controlled Insurance Program (C.C.l.P.). "Residential structure" means any structure where 30% or more of the square foot area is used or is intended to be used for human All other terms and conditions of the Policy remain unchanged. residency including but not limited to single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments and also includes their common areas and/or appurtenant structures (including pools, hot tubs, detached garages, guest houses or any similar structures). When there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels, or motels. Residential structure also does not include hospitals or prisons. This provision 26. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G-18652-J (Ed. 07-12) Page 12 of 12 Material used with permission of ISO Properties, Inc Copyright, CNA All Rights Reserved. Pol# GL5091243880 G-140331-0 (Ed. 01113) 4. Notwithstanding anything to the contrary in Condition 4. Other Insurance (Section IV}, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. But if required by the 'written contract' to be primary and non-contributory, this insurance will be primary and non- contributory relative to insurance on which the additional insured is a Named Insured. 5. The insurance provided to the additional insured does not apply to 'bodily injury,• 'property damage,' or 'personal and advertising injury• arising out of: a. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activitles; or b. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. The Duties In The Event o1 O~urrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an 'occurrence' or an offe_nse which may result in a claim or ·suit" under this insurance, and of any claim or 'suit" that does result; (2) Except as provided in Paragraph B.4. of this endorsement, agee to make available any other insurance the additional Insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otheiwise cooperate with us In the Investigation, defense, or settlement of the claim or "suit"; and (4) Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract" requires this insurance to be primary and non-contributory, this provision (4) does not apply to Insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or 'suit.• D. Only for the purpose of the insurance provided by this endorsement, SECTION -V -DEFINITIONS is amended to add the following definition: "Written contract• means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1. Is currently In effect or becomes effective during the term of this policy; and 2. Was executed prior to: a. The "bodily injury• or "property damage'; or b. The offense that caused the "personal and advertising Injury,• for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. G-140331-D (Ed. 01/13} Page 2 of 2 Material used with permission of ISO Properties, Inc. Copyright, CNA All Rights AeseJVed.