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18-004 Digital Mapping Inc., 3' Color Aerial Photo AcquisitionC:ITYOF II DESIGN PROFESSIONAL SERVICES AGREEMENT WITH Digital Mapping. Inc. CUPERTINO 1. PARTIES This Agreement is made and entered into as of J11J1uary 9, 2018 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Digital Mapping Inc. a Corporation ("Contractor") for 3" Color Aerial Photo Acquisition ("Project"). 2. SERVICES 2.1 Basic Services. Contractor agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and inco1porated as Exhibit A, and as further specified in Contractor'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 othe1wise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Contractor 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 Contractor 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 Contractor's Proposal. Contractor is solely responsible for its errors and omissions and those of its subcontractors, and must promptly correct them at its sole expense. Contractor must talce 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 be~ns on the Effective Date and ends on _Ju_11_e _3o_, _20_1_8 ----~ unless terminated earlier as provided herein ("Contract Time"). 3 .2 Schedule of Performance-. All Services must be provided within the times specified in Exhibit B, Schedule of Pe1formance, attached and incorporated here. Contractor must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Partjes adequate opportunity to address or mitigate delays . If the Services are divided by tasks, Contractor must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B. City Project 3" Color Aerial Photo Acquisition Design Professio11al Agreement {Single Order]/Rev. Nov 3, 2017 Page lof!O 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time . 4 . COMPENSATION 4.1 Maximum Compensation. City will pay Contrnctor for satisfactory perfonnance of the Basic Services and Additional Services, if approved , a cumulative total amount that will be capped so as not to exceed$ 1s,ooo ("Contract Price"), as specified in Exhibit C, Compensation, attached and inco1porated here . This maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is pennitted in excess of the Contract Price . 4.2 Basic Services. City will pay Contracto r $ NIA ("Lump Sum Pdce") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Pdce is inclusive of all time and expenses, including, but not limited to, subcontractor's costs, materials, supplies, equipment, travel, taxes, overhead and profit If the Basic Services are not fully completed, Contractor 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 A ddition al Services . City has the discretion , but not the obligation, to authoriz e Additional Services up to an amount not to exceed $ NIA . Additional Services provided to Ci ty'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 , Contractor will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Contractor will not be entitled to reimbw"Sement for copying, print ing, faxes , telephone charges, employee overtime, or travel to City offices or to the Project site . 4.4 Invoices and Payments. Monthly invoices must desctibe the Services completed and the amount due. for the preceding month . City will pay Contractor within 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 Contractor in writing of any disagreements with the invoice or the stated percentage of completion of tasks . If the disagreement is unresolved, City will pay Contractor 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 pe1formed by each person; (iii) the time spent per person, in 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 . City Project 3" Color Aeri al P hoto Acqu isi tion Design Profess/o nal Agreement [Single Order}/Rev. Nov 3, 2017 Page2 of10 b. Rates and Receipts. All hourly rates and reimbursable expenses must confo1m 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 Reim,bursable Expenses. 4.5 Time is of the essence for the performance of the Services . Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Failure to comply with the Schedule of Performance and these provisions may be deemed a material breach of this Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of the City. Contractor 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 Contractor in performing the Services. Contractor is not entitled to health benefits, worker's compensation, retirement, or any City benefit. 5.2 Contractor's Qualifications. Contractorwa1Tants on behalfofitself and any subcontractors, that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices for the Services in Contractor's industry. 5.3 Permits and Licenses. Contractor wan-ants on behalf of itself and any subcontractors that they are properly licensed, registered, and/or celiified to perform the Services, as required by law, and that they have procured a valid City Business License . 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor . Any subcontractor approved shall be subject to the terms and conditions of this Agreement. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In peifonning this Agreement, Contractor may have access to private or confidential info1mation owned or contl'Olled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City infotmation and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City infmmation as a reasonably prudent contractor would use to protect its own proprietary data. City Project 3" Color Aerial Photo Acquisition Design Professio11 al Agreement [Single Order)/Rev. Nov 3, 1017 Page3 of I O 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification. data, record, document, or other infmmation or work, in any medium, prepared by Contractor under this Agreement ("Work Product"), will be the exclusive property of the City, and shall not be shown to a third-party without prior written approval by City. 7.2 Copyright. To the extent pemritted by Title 17 of U.S . Code, aU of Contractor's Work Product is considered "works for hire" and all copyrights in such Work Product will be the property of City. Altematively, Contractor assigns to City all the Work Product copyrights . Contractor may retain the copyrights to its standard details but hereby grants to City a perpetual, non-exclusive license to use such details in connection with the Services. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authodzed use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor and its subcontractors to execute or implement any of the following: (a) The complete Contractor's Services with other contractors or City forces; (b) To make additions to the Service; and/or (c) For other City projects . 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product. All written Work Product required (other than large-scale architectural plans and similar items) must be printed on recycled paper and copied on both sides, except for one single-sided odginal. Plans must be in CAD and PDF fom1ats and other documents must be in Microsoft Office applications and PDF fo1mats. 8. RECORDS 8.1 Contractor must maintain complete and accurate accounting records relating to the Services and Compensation, in accordance with generally accepted accounting piinciples and procedures. The records must include detailed information about Contractor's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Contractor agrees to provide free and full access to its books and records to City or its agents. City will have the right to audit said records, make transcripts or copies , and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If City conducts a supplemental examination or audit of Contractor's records, which 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 Contractor the costs of the supplemental examination. City Project 3" Color Aerial Photo Acquisition Desigll Professional Agreement [Single Order)/Rev. Nov 3, 2017 Page 4of 10 9. ASSIGNMENT Contractor shall not assign, sublease, bypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity requires City approval, which shall not be unreasonably withheld. For purposes of this provision, Control means 50% or more of the voting power of the business entity. This Agreement is binding on Contractor, its heirs, successors and permitted assignees . 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochw·es, public service announcements, interviews and newspaper a1ticles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor agrees to indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees") as follows: 11.1 Indemnity Obligations Subject to Civil Code Section 2782.8. Contractor shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses, of every nature, including injury to or death of any person or damage to prope1ty, arising out of, pe1taining to, or relating to the negligence, recklessness, or willful misconduct of Contractor, its employees, and its subcontractors. 11.2 Claims Involving Intellectual Property. Contractor 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 Contractor's negligence, recklessness, or willful misconduct. 11.3 Claims for Other Liability. Contractor shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including injury to or death of any person, damage to property, economic loss, or other liability of any nature that arise out of, pertain to, or relate to the perfonnance of this Agreement by Contractor, its employees, officers, officials, agents or subcontractors, in any manner relating to: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services ; City Project 3" Color Aerial Photo Acquisitiou Design Professional Agreement {Single Order]/Rev. Nov 3, 2017 Page 5 of 10 ( c) Personal injwy, property damage, or economic Joss resulting from the Services of Contractor or its subcontractors; and ( d) Unauthorized use or disclosure of City's confidential and proprietary Inf01mation; 11.4 Contractor must pay any costs City may incur in enforcing this provision. The costs and expenses for which Contractor is responsible include attorney fees, fees for legal counsel acceptable to City, expe1t fees, and all other costs and expenses related to litigation and dispute resolution . Contractor must accept a tender of defense upon receiving notice from City of a claim, in accordance with Public Contract Code Section 9201. At City's request, Contractor will assist City, at no additional cost, in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.S Contractor's duties are not limited to the Contract Price, to workers' compensation claims, or to the insurance and bond coverage requirements of this Agreement. Nothing in this Agreement shall be constmed to give rise to any implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.6 · Contractor's payments may deducted or offset to cover moneys due by City on a claim or counterclaim arising out of this Agreement, a purchase order, or any other transaction with Contractor. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D. Contractor must provide satisfactory proof of insw-ance and maintain said insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until Contractor has submitted and City has 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. Failure to comply with this provision may result in City at its sole discretion and without notice purchasing insurance at Contractor's expense, deducting costs from payments to Contractor, or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perfonn. Contractor is responsible for verifying the employment authorization of employees perfonning the Services, as required by the Immigration Refom1 and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. In addition, if the Services include a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and all other applicable labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Govenunent Code Section 12900 and 11135, and Labor Code Section . 1735, 1777 and 3077.5. City Project 3" Color Aerial Photo Acquisitlon Design Professional Agreement [Single Order]/Rev. Nov 3, 2017 Page 6 of 10 Consistent with City policy prohibiting, Contractor understands that harassment and discrimination by Contractor or any of its subcontractors toward a job applicant, an employee, a City employee, or any other person is strictly prohibited and will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws and regulations that govern this Agreement and must avoid any conflict of interest in perfo1ming the Services . Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq . Contractor may be required to file a conflict of interest form if Contractor makes certain govell)lllental decisions or serves in a staff capacity, as provided in Section 87100 of the Government Code and Section 18700 et seq. of the California Code of Regulations. 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. Contractor is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees . 13.6 Remedies. Any violations of Section 13 constitutes a material breach of this Agreement and may result in City suspending payments, requiring rein1bursements of payments already made, or te1minating this Agreement. City reserves all other rights and remedies available m1der the law and this Agreement, including the rights provided under Section 11. Contractor agrees to indemnify, defend , and hold City harmless fr om and against any loss , liability, and expenses arising from noncomplianc e with this provision. 14. PROJECT COORDINATION City Project Manager. The City assigns Teri Gerhardt as the City's representative for all purposes under this Agreement , with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager . Subject to City approval, Contractor assigns Geucaga Aliyazicioglu as its single representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project Manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and Schedule of Perfonnance. Contractor must regularly update the City Project Manager about the progress and status of the Services and must promptly respond to City inquiries. Contractor must notify the City Project Manager of significant problems or concems as they arise to enable timely resolution or mitigation of such problems . City written approval is required prior to Contractor substituting a new Project Manager, who must have sufficient knowledge of the required Services to fully assume the role . 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) days written notice to Contractor. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out th e Services . Prior to expending said tin1e Contractor must present its job closure plans and costs for City approval . Such additional time may not C ity Project 3" Color Aeri al Photo Acqui siti o n Design Pmfessional Agreement [Sb1gle Order]/Rev. Nov 3, 2017 Page 7 of 10 exceed ten percent (10%) of the total time expended to the date of abandonment. All charges approved by City will be paid within thirty (3 0) days of Contractor's final statement. 16. TERMINATION City may terminate this Agreement for cause or without cause, at any time . Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product, as required in this Agreement. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of Califomia. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court 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, Contractor must continue to provide the Services pending resolution of the dispute . If the Pruties 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, including any attorney fees and costs resulting from arbitration, appeal, or enforcement of a judgment. 1bis provision does not apply to legal actions initiated by Contractor. 19. TIDRD PARTY BENEFICIARIES There are no intended thirdpruty beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of any breach of any contract term, covenant, or condition will not be deemed to be a waiver of any subsequent breach of the same or any other te1m, covenant, or condition, 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 abiidge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. City Project 3" Color Aerial Photo Acquisition Design Professional Agreement [Single Order]/Rev. Nov 3, 2017 Pege 8 of IO 22. 1NSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be infened herein. Either party may request an amendment to cure any mistaken insertion 01· omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a pa1i of the Agreement and in no way affect, linlit, 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 pruiicular situation, is found by the cowt to be void, invalid, Ulegal or unenforceable, such tenn or provision shall remain in force and effect to the extent allowed by such ruling. All other tenns and provisions of this Agreement or their application to specific situations shall remain in full force and effect , 25. SURVIVAL All pl'Ovisions which by their nature mus t continue after the Agreement ends, including without limitation the duty to indemnify, defend and hold City harmless, errors and omissions , ownership of materials anq Work Product, records requirements, governing law, venue and dispute resolution requirement, and attorney fees shall survive this Agreement and will remain in full force and effect. 26. NOTICES All notices, 1•equests· and apprnvals must be sent to the pel'sons 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 calendru· day after deposit in the United States Mail, postage prepaid, registered or certified , 01· the next business day following elec1ronic submission: To City of Cupertino 1-0300 Torre Ave. Cupertino CA 95014 Attention: Teri Gerharqt Email: terlg@cupertino.m·g To Contractor: Digital Mapping Ino. 21062 Brooklmrst St., Suite 101 Huntington Beach, CA 92646 Attention: Gencaga Allyazlcio,g1u Email : 1ten@adm11p.com ~ 27. VALIDITY OF CONTRAC[ Tb.is Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, is signed by the City Manager or authorized designee, and is approved for form by the City Attomey's Office . (.'tty Project 3" Co lor Aerbd Ph oto Ao quis itloh Dtr.1/g,1 Professional Agreement [Single Order]/Rev. Nov 3, 20/1 P1180 9 of 10 28. E:XECUTlON The person ex.ecuting this Agreement on behalf of Contractor represents and wrurants 1hat Contractor has the t'ight, rower, and authority to ente1· into this Agreement and cany out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding ins1rument. IN WITNESS WHEREOF, the parties have caused the Agl'eement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO A Mumcipal Co1:poration By _ __,,___ By~~ Nfltne GENCH&n fU /y,,it2.ICI06LI.A Name--Lz. ... · =,r,:.=''--"/'-V,i-"~--"""'--"~..LC??'.'=.«'.._,,,.__ Title C'f.Q . 'P,(p:::35c..r ~l'JA};f(ii;./t.. Title __ c_~_rv ______ _ , Date · } ... l /-.!bal8 Dat e /.//.U'/$ Ta x LD. No .: !) :>--o 5 l 1./-5 C, J APP RAND H STEVENSON HOM Cupertino CityAttorney A~~'/f G~CB SCHMIDT I --I P---, (>-' City Clerk O t O City Proj ect 3" ColorAerl al Photo Acqulsltlon Design. Profess iona l Agreemen t {Single Ordsrj/Rev. Nov J, 20 17 Pnse 10 of!O 9:JP.11P.I Complete GIS Phofogrammetr/o Services December 8, 2017 Teri Gerhard! GIS Manager, GISP City of Cupertino 408.777.3311 REF: THE CITY OF CUPERTINO -3 Inch COLOR DIGITAL ORTHOPHOTO PROJECT Dear Ms. Gerhardt. Per your request, as follows our proposal ta provide DMC-Photagrammetry for data question, Color Dig ita l Orthophatagraphy and Digital Photogrammetry services for The Project In accordance with the technical specification set forth In the General Scope of Work. Digital Mapping, Inc, (DMI} will use Digital Mapping camera (DMC) ABGPS-IMU System for data acquisition. 8cm=3 Inch ground pixel resolution. 1,} DMC-Digltal Mapping Camera-ABGPS ·IMU aerial data images and to create 3 inch Color Digital Orthophoto on world tiff/tfw files. 2.} 31nch Color Digital Orthophoto tiles on MrSID files The project wlll be completed within 25 working days; weather or other permitting. Thank you for the opportun ity of submitting this proposal to City of Cupertino. Should you have any question, please call us at (714) 448 -7534. Sincerely, Digital Mapping, Inc. f,cr47!4 Gencaga Allyazlcloglu CEO & Project Manager City of Cupertino Teri Gerhardt/GIS Manager, GISP Authorized Signature of Acceptance $16,750.00 ./ $1,2so.oo v 21062 Brookhurst Street., Su ite 101 Huntlngtnn Bead1 1 CA 92646 adm l@admap.com Tel: (714) 968 5459 Fax; (714) 968 2429 fl City of Cupertino Orthophotography CUPERTINO TABLE OF CONTENTS I. Fee SC1IBDULE .................................................................................................................. 1 A. Orthophotography Fee Schedule ............................................................................ 1 IV . SPECIFICATIONS .................................................................................. , .......................... 1 A. -Project Overview ....................................................................................................... 1 B. Project Area and Geographic Perspective ............................................................. 2 C. Existing Aerial Imagery and GIS Data ................................................................... 2 VI. SCOPE OF WORK ............................................................................................................. 2 A. Information Supplied by Cupertino ....................................................................... 2 B. Ground Control ......................................................................................................... 3- C. Color Digital Aerial Photography: High Resolution, High Accuracy, Full Color ....................................................................................... 3 D. Analytical Aerial Triangulation (A.T.) ................................................................... 5 E. Digital Orthophotography Mapping ..................................................................... 6 F. Image File Tiling Schen1e ......................................................................................... 7 G. Position Accuracy /Quality Control of Orthophotography ................................ 7 H. Acceptance ................................................................................................................. 8 VII. SUMMARY OF DELIVERABLES .................................................................................... 8 A. Reference Coordinate System ................................................................................. 8 B. Project Management Schedule ................................................................................ 8 C. Project Documents .................................................................................................... 9 D. Project Data ................................................................................................................ 9 E. Delivery Time and Schedule ................................................................................. 10 F. Acceptance Testing ................................................................................................. 10 VIII. EX:E-IIBITS .......................................................................................................................... 11 4. City of Cupertino Project Tiles and Extent. ............................................ 11 -i- I. FEE SCHEDULE Fee Schedule for Cupertino orthophotography A-Orthophotography Fee Proposal ITEM DESCRIPTION Extended Fee 1 DMC-Digital Mapping Camera-ABGPS-IMU ael'ial data $16,750 ime,ges and to create 3 inch Color Digital Orthophotography tiff files using Cupertino tiff grid 2 3inch Color Digital Orthophoto MrSID file $1,250 Total Aerial Orthophotography Fee $18,000 * Single Tile is 2,000'x3,000' *"* MtSID-Multiresolution seamless image database image file format from Lizard Tech. IV. SPECIFICATIONS A. Project Overview 2018 Digital Orthophotography. The main deliverables shall consist of neat tiled color, 3" pixel resolution digital orthophotography flown January-February (latest) 2018. Aerials shall meet National Map Accuracy Standards (ASPRS) for a map scale of 1:1200 (1" = 100'), Class 1 (1' RMSE), LAS 1.4. Cupertino, will utilize these products for the purposes of land records management, infrastructure mai1agement, engineering predesign, map production, Geographical Information Systems and Land Information Systems (GIS/LIS) activities, 3D rendering, and various land data analyses. In order to meet the suitability requirements for the aforementioned applications, it is necessary that the products be of sufficient accuracy and precision to meet the specifications contained herein. Contiguous grid tiles, measuring 2,000'x3,000' (approximately 0.22 square mile) in size shall be the wut of measurement used to clip aerial for tiff export. TI1e Cupertino Boundary Shapefile Pl'ovided defines project area extents. Page 1 of17 B. Project Area and Geographic Perspective City of Cupertino Extended Boundary ... 14 square miles* (Exhibit 1) City of Cupertino -The City of Cupertino incorporates an area of approximately 11 square miles and is located approximately 43 miles southeast of the City of San Francisco and approximately 10 miles west of the City of San Jose. The City of Cupertino shares a northern border with City of Sunnyvale and City of Los Altos, western bordel' with the County of Santa Clara unincorporated area, sou them border with the City of Saratoga, and an eastern border with the City of Santa Oara and City of San Jose. Map Coordinates: 37°19'3"N 122°2'31"W. C. Existing Aerial Imagery and GIS Data Cupertino have previously acquired a 2016 aerial imagery deemed as the benchmark for "leaf-off" color tones and balances . This imagery is typically used as a background for street utilities, road edges, sidewalks, etc., and desires DMI to maintain similar color tones and balances for the new 2016 project aerial imagery and orthophotography. VI. SCOPE OF WORK The DMI will furnish all labor, materials, transportation, tools, supplies, equipment, etc., necessary for the following work. The proposed project involves the following components: colol' digital aerial photography acquisition, analytical aerotrianguation, and digital orthophotography mapping. A. Information Supplied by Cupertino Cupertino completed a digital orthophotography project in 2016. TI1e following data will be made available to DMI: 1. 2016 Orthophotography (sample 2,000'x3,000' tile) in TIFF and JPG format. 3. 2,000' x3,000' aerial photo sheet neat grid tiles coverhi.g the project extents in ESRI shapefile. Page 2 of17 4. Cupertino boundary extents in ESRI shapefile format. CUPERTINO IS FURNISillNG THIS DIGITAL DATA ON AN "AS IS" BASIS WITHOUT ANY SUPPORT WHATSOEVER AND WITHOUT REPRESENTATION OR WARRANTY, INCLUDING BUT NOT IN ANY MANNER LIMITED TO, FITNESS, MERCHANTABILITY, AND COMPLETENESS OF THE DIGITAL DATA. B. Ground Control 1 . General A sufficient number of horizontal and vertical targeted ground control points shall be determined by DMI for Cupertino's orthophotography project extent. DMI shall work with Cupertino's Pr oject Manager to finalize exact specifications for coordinate system and horizontal and vertical datum prior to targeting and any other aspects of the project dependent on these determinations . 2. Targeting · The designated ground control points will be responsibility of the DMI' s survey01·. Cupertino will accept input from the Contractor on the final location of grow1d control prior to finalization of the ground control network and QC points. Photographic operations must be coordinated with the placing of targets on the ground so that minimum time will elapse between the targeting and photographic operations. All targets will be in place one (1) day prior to flight date. C. Color Digital Aerial Photography: High Resolution, High Accuracy, Full Color 1. Digital Aerial Camera The photography shall be collected utilizing a dil'ect digital aerial mapping camera without the use of film. The digital aerial camera system rued for the project must be the same as that identified in the quote provided by DMI. TI1e digital aerial camera system must be equipped with GPS and inertial measmement unit (IMU) systems. Page3 of17 2. Photographic Conditions Color Aerial photography shall be acquired during the January /Febrmuy 2018 timeframe. Photography will not be taken when the ground is obscured haze, fog, dust, or when cloud shadows will appear on more than 5 percent of the area in any one photo. Image acquisition will take place when the sun angle is below 30 degrees from horizon, or greater, typically between the hours of 10:00 a.m . to 2:00 p.m. Pacific Time . 3. Photographic Scale The photos shall be at a resolution suitable for generating digital orthophotogtaphy with 3" pixel resolution and a scale sufficient for 1"""100' map scale (1:1200), ASPRS class 1 (1' RMSE). The maximum flight height required to obtain the output scale requirements and accuracy required for this project shall be considered and documented in the proposal. 4. Flight Planning The aerial photography acquisition plan will outline DMI' s intended flight plan, including proposed date and time of photography, flight height, scale, flight lines, Endlap and Sidelap, planned aerial equipment, materials, and relevant quality control procedures. End.lap coverage shall be at least 60 degrees and Sidelap shall be at least 40 degrees. Crab must not exceed 5 degrees between any two consecutive flights, nor more than 3 degrees from vertical on any one flight line. At the earliest opporttmity, new imagery must be acquired to replace rejected photographs or flight lines. The aerial acquisition will extend two exposures beyond the mapping limits to obtain full orthophotography images and to reach pretargeted ground control points, as necessary. Full Analytical Aerial Triangulation (FAAT) teclmiques shall be used in conjunction with ground control to establish a consistent horizontal datum for the entire project area. 5. Reflights DMI, at no additional fee, must correct aerial imagery that does not meet defined specifications. All reflights must be centered on the plotted flight lines and photography must be acquired with the same camern system used in the original flight. Page4 of 17 6. Aircraft and Crew Members Aircraft must be maintained and operated in accordance with the regulatiol1$ of the Federal Aviation Administration. D. Analytical Aerotriangulation (A.T.) 1. Accuracy Requirements TI1e aerotriangulation shall be sufficient to support soft copy digital photogrammefric feature accuracy requirements outlined by ASPRS dass 1 standards for 1" = 100' map scale, as described in the USACE Engh1eering and Design Manual for Photogrammetric Production. 2. Aerotriangulation Report At the completion of the fully analytical aerotriangulation, DMI will deliver one copy of the aerotriangulation report that will include, but not be limited to, the following: All misclosures at ground control points with and without use of checkpoints. • Computer printout of the final adjusted aerotriangulation solution to horizontal and vertical ground control. The printout should contain the final project coordinates for all ground control points. • . Identification of all points which were included in the initial solution and were subsequently discarded with an explanation of the reasons for being discarded. • Identification of the weighting factors applied to all points used in the final solution. • A digital file containing the coordinate data. • Narrative: The report shall include a brief narrative tying together the items listed above, as well as descriptions of laboratory equipment, procedures, and computer programs used. • Root Mean Square Error (RMSE) summaries. Page5 of 17 E. Digital Orthophotography Mapping 1. Geo-referencing California State Plane Zone 3 Coordinate System referenced to the 2011 High Accuracy Reference Network, (HARN), NAD83 (2011). 2. Imagery Resolution 1"= 100' scale 24-bit natural color digital <;>rthophotography with a 3" image pixel resolution, to include 256 levels of value for each color band, (red, green., and blue), shall be produced for the Project Area (see Exhibit 1). 3. Rectification Overpass~s/bridges along roadways shall retain correct horizontal location and geometry. Features (especially roads under the overpass) that approach the underside of the overpass/bridge shall be rectified to their con·ect ground locations. The practice of assuming the DEM under and around the elevated overpass is at the same elevation as the overpass for purposes of orthorectification is unacceptable. Some smears will be allowed where the DEM surface is near vertical between the overpass/bridge and the gr0tmd beneath and imagery is missing due to the perspective view. These smears shall be patched from similar nearby imagery whenever practical to do so. Smears shall generally be removed except in situations preapproved by Cupertino. 4. Image Quality and Tone Balancing DMI is expected to identify the quality assruance and checking procedures that will be employed to guarantee proper tone balancing and overall image quality. The images should differentiate and highlight the roadway pavement and features such as manholes, valves, etc; and not the green vegetation. Generally, this is achieved by selecting "cool-tone" green hues image pixel coloring rather than "warm-tone" red color hues . The Contractor shall remove a majority of sun flares on water bodies prior to delivery by inserting nonflared pixels of similar characteristics . Past experience indicates that a single ail'plane requires a minimum of two days to complete this project. Page 6 of 17 5. Mosaicking TI1e digital images are to be edge matched with no pixel gaps between geographic partitions. DMI will ensure that mosaic lines shall not cross through buildings, bridges, or other fabricated structures not at ground level. Join lines between overlapping images shall be selected by the DMI to minimize tonal variations and visible join lines. Visible seams or sutures within a tile or between tiles, which exhibit a noticeable" edge" or "displacement" effect, will be grounds for rejection of that tile. Among the deliverables for this project is a digital file containing the seam lines used in the mosaicking process. 6. Image Tiles Format After final acceptance of the raw images, orthophotography imagery shall be created as 3" pixel resolution, TIFF orthophotography with associated TFW (Tiff File World), GeoTIFF, for each grid. The compression ratio for MrSID shall be approximately 20:1. F. Image File Tiling Scheme The delive1y of the orthophotography shall be tiled and provide seamless coverage. Cupertino will provide the Contractor with the seamless 2,000'x3,000' neat tile grid. The aerial image and orthophotography shall fill the entire 2,000'x3,000' neat tile grid with no "blacked out" or "masked" fill. G. Positional Accuracy/Quality Control of Orthophotography The National Standard for Spatial Data Accuracy (NSSDA) will be applied to the orthophotography to determh1e if project accuracy standards have been satisfied. The NSSDA uses root mean square en-or (RMSE) to estimate positional accuracy. Accuracy is reported at the 95 percent confidence level. Cupertino will view each delivered orthophotography image format readable by ESRI's ArcMap. The XY coordinate position of approximately 16 readily identifiable objects (Check Points), evenly distributed across the project area and visible on the delivered orthophotography, will be determined. This coordinate value will be compared with the XY coordinate position of the same object located in the field using Real Time Kinematic, (RTI<), and Global Positioning System (GP~). Page 7 of 17 To meet project horizontal accuracy standards, 95 percent of the Check Point positions must meet the project accuracy standards specified by the project orthophotography and topographic mapping specification. K. Acceptance DMI delivery of each grid ti.le as well as delivery MrSID file shall be subject to review by Cupertino. Cupertino shall identify any ti.le which does not meet the specifications for image quality, topography, positional accuracy described herein and shall clearly identify the issue(s) and notify DMI. O:MI shall coordinate with Cupertino to correct the issue(s) and resubmit the delivery for final Citys' review and acceptance. DMI shall make any and all correctio_ns necessary to guar~ntee that all orthophotography meet the described project standards prior to the project deadline. The acceptance of any item by Cupet'tino shall not preclude subsequent rejection if such an item is later found to be defective. Any defects detected in any of the deliverables after completion of the project and before June 30, 2019, shall be corrected by the Contractor at no additional cost to Cupertino. VII. SUMMARY OF DELIVERABLES A. All project data shall be referenced to the California State Plane Zone 3 Coordinate System: Horizontal Datum: Vertical Datum: Unit of Measure: Datum: NAD 83 (20011) NAVD1988 U.S. Survey Foot NAD _1983_StatePlane_ Califomia_ID_F IPS_0403_Feet DMI will be responsible for producing and delivering the following: (digital project documents may be in either Microsoft Word or Adobe PDF format, GIS data shall be in ESRI file geodatabase or shapefile format. B. Project Management Schedule Cupertino has established the following tentative dates for project initiation, project deliverables, and project completion. DMI shall provide regularly scl1eduled plarming and progress meetings with applicable agency project staff. DMI shall follow the outlined schedule of deliveries and coordinate with the City if a delivery item cannot be met. Page8of17 Project Delivery Schedule Item Milestone Date 2 Completion of Targeting and Ground Conb:ol Points Delivery January 2018 Between Beginning 3 Aerial Imagery Acquisition of January to late-February 2018 5 Orthophotography Delivery 30 Working Days Postflight 12 Project Completion End of April 2018 . C. Project Documents 1. Project Plan (methods, recommendations, and procedures to complete the project}-digital copy . 2. Flight Line Index Map-digital copy, GIS data. 3. Aerial Photography Report -digital copy. Titls report is a summary detailing specifications, standards, procedures, techniques, and processes used during aerial imagery acquisition and processing. The report shall include the acquisition/flight date, all maps, flight lines, descriptions of equipment, techniques, and methodologies used during the project 4 . Aerial Triangulation Report -digital copy. 5. Metadata-digital copy. 6. Project documents may be delivered on DVD media that can be read on a DVD+ROM drive or CD, ftp, cloud hyperlin.k download, or mutually agreed method between DMI and Cupertino. D. Project Data 1. Color digital orthophotography tiles with 3" pixel resolution delivered in Geo -TIFF, each image file named ush1g the Cities assigned ,grid tiles numbers. 2. Ground· control points set and reestablished, in Point, Northing, Easting, Elevation, Descriptor (PNEZD) format, digital file, AutoCAD dwg, and FSRI' s file geodatabases format. Page 9 of 17 3. One copy of final digital orthophotography, in compressed MrSID image file format, created by mosaicking the 3" pixel resolution digital orthophotography representing each of the tiles. Compression ratio shall be approximately 20:1 . All products and services produced for this project become the sole property of Cupertino and cannot be used or reproduced without written permission. Cupertino have the right to grant or deny any request. E. Delivery Time and Schedule It is expected that all work (including corrections) shall be completed as listed in the project schedule. The project should proceed according to the proposed Project Schedule and data shall be delivered on, or before, the dates stated. Initial delivery to Cupertino of each deliverable phase may be made on DVD or method agreed to by Cupertino and D:MI. Errors and/ or omissions found by Cupertino shall be corrected before final acceptance. F. Acceptance Testing Cupertino shall conduct acceptance testing in accor dance with Scope of Work. Page 10 of 17 Exhibit 1 Oty of Cuper tino Project Tiles and Extents Page 11 of17 tJ €1'1~1~i'flW Gis1J,-.-r r ~~. EXHIBIT D • DESIGN PROFESSIONALS INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract Insurance against claims for injuries to persons or damages to property which may arise from or In connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily Injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUh;>cation (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 {any auto), or If Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3 . Workers' Compensation Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees) 4 . · Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entltled to the broader coverage and/or higher limits maintained by the Consultant. Any available Insurance proceeds In excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The Insurance pollcles are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, Its officers, officials, employees, and volunteers are to be covered as addltlonal Insureds on the CGL policy with respect to liability aris ing out of work or operations performed by or on behalf of the Con~ultant including materla ls, parts , or equipment furnished in connection with such work or operations . General llabllity coverage can be provided In the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 ; ancl CG 20 37 forms If later revisions used). Primary Cove;age For any claims related to this contract , the Consultant's Insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers , officials, employees, and volunteers . Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with It. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any Insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such Insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named Insured or City . Acceptability of Insurers Insurance is to be placed with insurers with a current AM. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2 . Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. 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 contract work. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable pollcy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reseNes the right to require complete, certified copies of all required Insurance policies, including endorsements required by these specifications, at any time . Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on Insurance required from subcontractors. Spec/al Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. D1GITA1 CERTIFICATE OF LIABILITY INSURANCE DATI! (MMIDONYYV) THIS CERTtFICAll: IS IBSUEI> AB A MATT1iR OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR Nl!GATIV!LY AM!ND, exffiND OR ALT!R THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIPICATe OP INSURANCE! DOES NOT CONSTITUTI! A CONTRACT BE1Wl:EN THE ISSUING INSURER(BJ, AUTHORIZED REPRl!SENTATIVE OR PRODUCER. AND ntE CERTIFICATe HOLDER. IMPORTANT: If th& certlfk:ale holder la an ADDITIONAL INSURl!I), the polleytlff) must have ADDITIONAL INSURED provl1lons or be andor1ed. If SUBROGATION IB WAIVED, ,ubfei:t to the terma and condlllona of tho policy, certain pollcln may requlNI an ondor11amant. A statement on th111 certificate dou not confer ht. to lhe certfffcata holder In lieu of ,uoh end0111eme • ~SURl!II Digital Mapping, Inc. 21082 Brookhurat St. Sto,101 Huntington Beach, CA 92848 --a•-------IL: U&•••---. ,tullUDeD, THIS 18 TO CERTIFY THAT THE POLICIES OF INSU~CE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED /12.rn/E FOR THE POUCV PERIOD INDICATED . NOTWITHSTANDING»('( REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR IMY PBUAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . ·~~ TYP! DI' IIIIIURAHCI! l~.!lJ r,.~!!! POLICY NUMBER POI.JCT rrr POIJCYltJU" UIIITB COMMIIRCIAI. O&NIIRAI. UASIUTY .. ~ .. ·-s ,.._ :::J ct.Alr.lS.w.DE D ocain 11MUWe TO RZ!NTEO ,---X $ ---u•n ..... 14,u ... ___ , s oa:,9n11..U,L .I &n\l lf.J II RY • -::~r AGGRELJ UMrr APcj PS!I: """"o•• u,noc,,,n • POLICY !.ll9f lOC P"""IJCTB .,-.r,uo,np Ann s O"''""' s ~Q.l&QBrt.lt UAStuTr w.'".,!IIBl!:D,/>INGtE UJ.tJT . ,--~ ~!',\'Iii"~ DnNI V 111 Ii 1DV m-~ .............. , s ,--. AUTOS ONLY MOIL'!' 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All rights reserved. The ACORD nam& and logo are reglBtared marks of ACORD NOTEPAD muRED'S liAMR Dlgftal Mapping, Inc. D1GITA1 OPID: RG IS'J!ATB l'tnlt) WOIUCERS C0HP2NSMI0N POt.l:CY AD'rOMl\ltICALLY INCLtlDES : ORTil'ICA'rB HOLDER'S NOTICZ -30 DAY NOO'ICB: OB' CANCELLATION; EXCilP'l! 10 DAYS FOR NONP.Al!MENT , STMlil 1'l1ND COVERAGE l'Ol\M 2065 .IBStJEJ) & MJ\.DE A PART or ~BE ORIG:tNAL POLICY AND RENEWED AU'rOMAT.ICALLY , PAGl2 Data 12/29/2017 DIGIT-3 OPID:ASHR ACORD' CERTIFICATE OF LIABILITY INSURANCE I DAlE IMM/DDIYYYY} '---"' 01/03/2018 THIS CERTFICATE IS ISSUED AS A MATTER Of' INFORMATI ON ONLY AND CONFERS NO RIOHTII UPON THE CERTIFICATE HOLDER. T1il8 CERTIFICATE OOl!S NOT AFl'IRI\IATIVELY OR NEGATIVELY AMEND, exTEND OR ALTl!R THE COVERAGE AFFORDED BY THE POLICIES BELOW. nas CERTIFICATE Of' IMSURANCIE. DOES NOT CO NSTITUTE A CONTRACT BETWEEN 1HE ISSUING INSUREA(Sl, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If tho. ceJtlflcate holder Ill an ADDITIONAL INSURE D, the pollcy (les) must fie endonsed. If SUa,tOGATION IS WAIVED, 1ubject fo the tanns·and condltlDna· of the policy, certain policies may require an ondorsemont. A atatament on 1h11 ctlffllcato doos not confer rlgt,te to the oertlfloate holder In lleu of auch end'oreementlal, · PllOIIUCIII ~·" Wade Gordon Vista Int.national IDL h --.707-798-7180 I r.r.:: .... ,. 707-796-7190 Brok91'8 Ud, LLC Uc #0!10893 1318 RedWood Wf4 Butta 261 ho, wgordonRi!Vlstalntematlonal.com Petaluma. CA 8'11 1NBUUA1m NFOADINQ ccivERAG1! Mlchul A. Foisy N-'ICt 1u•"R"" .. , Contlnen ta l Cuu alty Com1111J1v 20443 INIIIR110 Dllltal M=ng Incorporated. 1N1URl!R a, 1be Hanover lnauranc& Co. 22292 21 82 Broo unst Street#101 llliURl!II c, Nat'( Union Fl ru In s Co of Pit Huntington Beach, CA 92.848 INOI ID ... D: IWUff&RI• IN .. iRiRF : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE .POLICIES OF INSURANCE LISTED BELOW .HAVE BEEN ISSUED TO lHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTTHSTANDINC3 /WY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTliER DOCUMENT WITH RESPECT TO WHICH 'TH IS CERTFICATE MAY BE ISSUl:.O OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCR IBED HEREIN IS SUBJECT TO fill THE TERMS, EXCLUSIONS ANO CONDfTIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID Cl.AIMS . !.'fl l'll'I! OP INIIUJWICE ~:.-~::;:· / POUCYEFf ~=·-LIYITII POLICY NUNBeR A X . COMlll&RCIM.G8NillAL UUlUIY I EACH OCCIJRRENCI! s 1,000,00 ,._. 0 WJMS4,IAII, [!] OCCUR X X ~201630 I 08/10/2017 08/10/2018 ~~:"!'~~'::!::....-u 300,00( ,__ s I Meo fJ<P rAnv one .,.,.:;;l s 10,00C -. 1,000,00 -I PERIIONAI. & f<DV INJURY s Gall. f<GQREOf<ll! Ul,IT APPUE!I Pell: O~Nl:AAL AGORE!lf<TI! s 2,000,00 XJ:c:.:Dm Oloc I PRODUCTS, COMP/OP IICG s 2,000,00 s AUTOIIIOBILI LIABIUTY ... u .. , s 1,000,00 ~ B Alf'(AUTO X X IAWFDZ7S65400 OB/07/2017 06/07/2018 BOOILY tl.AJRY (Par pet00n) s - AI.LOWNEII ~ BCIE>ULEO DODILV IN,I\JRV (Par O<Cldlnt) s 'x Al/ltl8 AUTOB HIRE!IA!ITOB X ~.owHB> ~.:&~,r-= s ,.._ Dedlictlble s 1,00 .!. UNBREU.ALIAII ~OCCUR EACH OCCIJRRENCE $ 4,000,00 C EXOcBBLIAll CI.IJMII-MAOE X EBU051521443 08/07/2017 08/07/2018 AGC!lEGATE ' 4,000,00 X oeo l 1-R!TEHTION $ s WORKERII CONPEWII\TlOH I RT..:rurn I IE'~~ NiD IMPLOYl!RB' Uf<IIIUTY D Nf'f PADPRIETOIWARTffeMXEalTlVE MIA E.L EACH ACCIDENT s OfflCliR/MEMlll!R E>CCUID£07 (Ma-rytnNH) E.L. DIBl:AS5 • EA EMPLOYEI 5 IU~~;a""-E.L OISl!A9E • POLICY Uldlt S B !Pntl9HIOI\III Uab I LHFA792190-07 11/2812017 11/28/2018 Per Claim 1,000,000 B IPolruUon Included CLAIMS MAOEJRl!lROI0/18187 Annual Ag 3,000,000 Dl!SCRIPTIONOF DPiRATICIIS /I.Cl CATIONS I Vl!HICl.5 (ACORD 101,Addltlonol llematM8clrldolo, may be allachod n mont lp!IA0 19 n,qulro,I) ~ of c=:no, Including Its City Councll, boards and commissions, ceni, clals, agents emp~ees and volunteers are eddltlonal Insured wllh waiver of &Ubro(fy on and primary coverage Included under General Llablllty, Auto Lfabll • E HOLns:11 r.4NCl!!L1 A TION CITVCUP SHOULD AN'f OF THI! ABOVE DESCRIBl!D POL IC le& BE CANCELLED BeF-OIU! THI! l!XPIRATION DAT!! THl!Rl!OF, NOTICE WILL ae DELIVERED IN CITY OF CUPERTINO ACCORDANCI! Willi THI! POLICY PROVlSIONS. City Hall AlllltORIZl!D R!PRB8&NTATIV& 103DO Torra Avenue Cupertino, CA 95014 '"trJ~ ~ Ha.--...- I @1988•2014ACORD CORPORATION. All rights roserved. ACORD 25 (2014/01) The ACORD name and logo are regtatorad mart<a of ACORD Policy Number. 6021201630 SB-146968-A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE & BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies Insurance provided under the followlng : BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A; WHO IS AN INSURED {Section C.) of the Buslnessowners Lfab1Bty Coverage Form Is amended to Include as an Insured any person or organization whom you are required to add as an addltlonal Insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently In effect or becoming effective during the term of this pollcy; and 2. Executed prior to the "bodlly Injury," "pro perty damage," or •personal and advertising Injury." B. The Insurance provided to the addlllonal Insured Is limited as follows: 1. That person or organization Is an addltlonal Insured solely for llabillty due to your negligence speclflcally resulting from "your work" for tha addlUonal Insured which Is the subject of the written contract or written agreement. No coverage applles to llablllty resulting from the sole negligence of the addltlonal Insu red. 2. The Limits of Insurance applicable to the additional Insured are those specified In the written contract or written agreement or In the Declarations of this policy, whichever Is less. These Limits of Insurance are Inclusive of, and not In addition to, the Limits of Insurance shown In the Declarations. 3. The coverage provided to the additional Insured within this endorsement and section tltled LIABILITY ANO MEDICAL EXPENSE DEFINlllONS -"Insured Contract" (Section F.9.) within the Buslnessowners Llablllty Coverage Form, does not apply to "bodlly Injury " or "property damage" arising out of the ''products-completed operations hazard" unless required by the written contract or written agreement. SB-146968-A (Ed . 01/06) 4. The Insurance provided to the additional Insured does not apply to "bodily Injury," "property damage," "personal and advertising Injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services Including: a. The preparing, approving, or falling to prepare or approve maps, shop drawings, opinions , reports, surveys, field ordars, changa orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quallly control, engineering or archltectural services done by you on a project of which you serve as construction manager. 5. This Insurance doe11 not apply to "bodily Injury," "property damage," or "personal and advertising Injury" arising out of: a. The construction or demolltlon work while you are acting as a construction or demolition contractor. This excluslon does nol apply to work done for or by you at your premises. C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS -Duties In The Event of Occurrence, Offense , Clalm or Sult (Section E.2.) of Iha Buslnessowners Llablllty Coverage Form Is amended lo add the followfng: An additional Insured under this endorsement will as soon as practicable: · 1. Give written notice of an occurrence or an offense to us which may resul t In a claim or "suit'' under this Insurance ; Page 1 of2 i i 2. Tender the defense and Indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part ; 3. Tender the defense and Indemnity of any claim or •suit " to any other Insurer which also has Insurance for a loss we cover under this Coverage Part;and 4. Agree to make available any other Insurance which the additional Insur.ad has for a loss we cover under this Coverage Part . We 'have no duty to defend or Indemnify an additional Insured under thls endorsement untll we receive written notice of a claim or "suit" from the additional Insured . D, OTHER INSURANCE (Sect ion H. 2. & 3.) of the Buslnessowners Common Polley Conditions are deleted and replaced w/lh the followlng : 2. This Insurance Is excess over any other Insurance naming the additlonal Insured as an Insured whether prlmary, excess, contingent or on any other basis unless a written contract or written agreement speclHcaJ/y requires that this Insurance be either primary or primary and noncontributing to the additional lnsurad's own coverage . This Insurance Is excess over any other Insurance to which the additional Insured has been added as an additional Insured by endorsement. 3. When this Insurance Is excess, we wlll have no duty under Coverages A or B to defend the addltlonal Insured against any "suit" If any other Insurer has a duty ta defend the addltianal Insured SB -146968-A (Ed . 01/06) SB-146968-A (Ed. 01 /06) against that "suit'' If no other Insurer defends, we will undertake to do so, but we will be enUHed to the additional lnsured's rights against all those other Insurers. When this insurance Is excess over other Insurance, we wlll 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 se lf-Insured amounts under all that other insurance. We will share the remaining loss, If any, with any other Insurance that is not described In this Excess Insurance provision and was not bought specifically to apply In excess of the Limits of Insurance shown In the Declarations of this Coverage Part. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Busfnessowners Common Polley Conditions Is deleted and replaced with thl:l followlng: 2. We waive any rfght of recovery we may have against any parson or organization against whom you have agreed to waive such right of recovery In a wr itten contract or agreement because of payments we make for Injury or damage arising out of your ongoing operations or 'your work" done under a contract with that person or organization and included within the •products-completed operations hazard." Page 2 of2 H Thc . anover lnsuraace Group . AvVFD276654 5701661 THIS ENDORSEMENT CHANGES THE POUCY . PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modlfles Insurance provided under the followlng: BUSINESS AUTO COVERAGE FORM Wlth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. CANCELLATION EXTENSION Paragraph A. CANCELLATION 2. b. of the COMMON POLICY COND ITIONS ls replaced with the following: b. 60 days before the effective date of cancellation If we cancel for any other reason . SECTION I" COVERED AlJTOS 2. EMPLOYEE HIRED "AUTOS" Description Of Covered Auto Designation Symbols; Symbol 8 ls replaced by the following: 8 = Hired "Autos" Only . -Only those "autos" you leas.a, hire, rent or borrow; Including "autos" your employee hires at your direction, for the purpose of conducting your business. This does not Jnclude any "auto• you lease, hire, rent, or borrow from any of your "employees" or partners or members of their households. SECTION II -LIABILITY COVERAGE 3. BROADENED NAMED INSURED The following Is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. VVho Is An Insured provision : d. Any business entity for which you have a financial Interest greater than 50% of the voting stock or otherwise have a controlling Interest after the effective date of this pollcy or that Is newly acquired or formed by you during the term of this policy. The coverage provided by this provision Is afforded until expiration or termination of this policy, whichever occurs earlier. The coverage provided by this provision does not apply to any business entity described In d. above that qualifies as an Insured under any other automobile llablllty policy Issued to that business entity as a named insured or would have been an Insured except for the exhaustion of the policy limits or ihe Insolvency of the Insurer. The coverage provided by this provision does not apply to "bodily Injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described In d. above. Includes copyrighted material of Insurance Services Office, Inc. with Its permission, Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 1 of 7 4. EMPLOYEES AS INSUREDS The following Is added to the SECTION 11 - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: e. Any employee of yours Is an "Insured" while using a covered "auto" you do not own, hire or borrow In your business or your personal affairs. 5. SUPPLEMENTARY PAYMENTS The following amends ~ECTION 11 - LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: Paragraph (2) Is replaced by the followfng: (2) Up to $2500 for cost of ball bonds (Including bonds for related traffic law vlolatfons) required because of an "accldent" we cover . We do not have to furnish these bonds. Paragraph (4) Is replaced by the following: (4) Alf reasonable expenses Incurred by the "Insured" at our request, lncludlng actual loss of earnings up to $500 a day because of time off from work. 6. AMENDED FELLOW EMPLOYEE EXCLUSION Toe following Is added to the SECTION 11 - LIABILfTY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion : This exclusion does not apply If the "bodily Injury" arises from the use of a covered "auto" you own or hire . This coverage ts excess over any other collectible insurance SECTION 111 -PHYSICAL DAMAGE COVERAGE. 7. EXPENSE OF RETURNING A STOLEN "AUTO" and SIGN COVERAGE The following Is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A.1 . COVERAGE: d. Expense Of Returning A Stolen "Auto" We wlll pay for the expense of returning a covered •auto" to you. e. Sign Coverage We will pay for loss to signs, murals, paintings or graphics, as part of equipment, which are displayed on a covered "auto". Toe most we will pay for "loss " In any one "accident" Is U,e lesser of: 1. The actual cash value of the property as of the time of the "Joss"; or 2. The cost of repairing or replacing the damaged or stolen property with other property of like kind end quality; or 3. $2,000 . 8. GLASS BREAKAGE DEDUCTIBLE The following Is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE paragraph 3. Glass Breakage - Hitting a Bird or Animal -Falling Objects or Missiles : Any deductible shown In the Declarations as applicable to the Includes copyrighted material of In surance Services Office, Inc. with Its permission . Copyright, Insurance Services Office, Inc., 1996 461 -0155 (9 -97 ) Page 2 of 7 covered "auto" w/11 not apply to glass breakage If such glass Is repaired, rather than replaced. 9. TRANSPORTATION EXPENSE Paragraph 4. Coverage Extension. of SECTION I I I • PHYSICAL DAMAGE COVERAGE, A. COVERAGE Is replaced with the following: 4. Coverage Extension We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense Incurred by you because of the total theft of a covered ''auto• of the private passenger type. We wlll pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses Incurred during th·e period beginning 24 hours after the theft and ending, regardless of the policy s expiration, when the covered "auto" Is returned to use or we pay for Its "Joss". 10. HIRED AUTO PHYSICAL DAMAGE The following Is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 5. Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and If Physical Damage Coverage of Comprehensive, Specified Causes of Loss , or Collision Is provided under this Coverage Form for any "auto" you own, then the Physical -Damage Coverage(s) provided Is extended to •autos" you hire without a driver or your employee hires, without a driver, at your ~11~!!2'!![ AWFD275654 5701661 dlrecllon, for the purpose of conducting your business, for a period of 30 days or less, of Ilka kind and use as the "autos" you own, subject to the followlng: The most we will pay for any one loss Is the lesser of the following: a . $50,000 per accident, or · b. cash value, or c. the cost of repair, minus the deductible equal to the lowest deductible applicable to · any owned 11 auto• for that coverage. Any deductible shown In the Declarations does not apply to "loss" caused by fire or lightning . Subject to the llm lt and deductible stated above, we will provide coverage equal to the .br.oadest coverage provided to any covered "auto" you own, that Is applicable to the loss. If the loss arises from an accident for which you are legally liable and the lessor Incurs an actual flnanclal loss from that accident, we will cover the lessors actual financial loss of use of the hired "auto" for a period of up to seven consecutive days from the date of the accident, subject to a limit of $1,000 per accident. 11. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE The following Is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 6. Audio, Visual and Data Electronic Equipment Coverage We will pay for "loss• to any electronic equipment that receives Includes copyrighted material of Insurance Services Office, Inc. with Its permission . Copyright, Insurance Services Office, Inc., 1996 481-0155 (9-97) Page 3 of7 or transmlls audio, visual or data signals and that Is not designed solely for the reproduction of sound. This coverage applies only if the equipment Is permanently Installed In the covered "auto" at the time of the "loss" or the equipment Is removable from a housing unit which Is permanently Installed In the covered auto at the time of the "loss•, and such equipment Is designed to be solely operated by use of the power from the "auto s" electrical system, In or upon the covered "auto", Including Its antennas and other accessories . However , this does not Include tapes, records or discs. The exclusions that apply to PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided herein . In addition, the followlng exclusions apply: We will not pay , under this coverage, for either any electronic equipment or accessories used with such electronic equipment that Is: 1. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto s" operating system; or 2. Both: a. An Integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound If the sound reproducing equipment Is pennanently Installed In the covered "auto", and b. Permanently Installed In the opening of the dash or console normally used by the manufacturer for the Installation of a radio. With respect to coverage herein , the LIMIT OF INSURANCE provision of PHYSICAL DAMAGE COVERAGE Is replaced by the following: 1. The most we will pay for all "loss" to audio, visual or data electronic equipment and any accessories used with this · equipment as a result of any one "accident" Is the lesser of a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replac!ng the damaged or stolen property wlih other property of Ilka kind and quality; or c. $500. 2. An adjustment for depreciation and physical condition will be made In determining actual cash value at the time of the "loss". 3 . Deductibles applicable to PHYSICAL DAMAGE COVERAGE, do not apply to this Audio, Visual and Data Electronic· Equipment Coverage. If there Is other coverage provided by this policy for audio, visual and data electronic equipment, the coverage provided herein Is Include s copyrighted material of Insurance Services Office, Inc. with Its permission . Copyright, Insurance Services Office, Inc ., 1996 461-0155 (9-97) Page 4 of 7 excess . However, you may elect to apply the limit or any portion thereof of coverage provided herein to pay any deductible that Is applicable under the provisions of the other coverage. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE The following Is added to SECTION 111 - PHYSICAL DAMAGE COVERAGE, A. COVERAGE : 7. Rental Relmbursement and Material Transfer Expense This coverage provides only those Physlcal Damage Coverages where a premium Is shown In the Declarations. It applies only to a covered "auto" described or designated to Which the Physical Damage Coverages apply . We wlll pay for auto rental expenses and the expenses , Incurred by you because of "loss" to a covered "auto", to remove and transfer your materlals and equipment from the covered •auto" . Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. We will pay only for those auto rental expenses Incurred during the pollcy period beginning 24 hours after the "loss" and ending, regardless of the pollcy s expiration , with the lesser of the following number of days : 1. The number of days reasonably required to repair or replace the Hn,, anover Jnsuraoce Group - AWFD275654 5701661. covered"auto". If Joss Is caused by theft, this number of days Is added to the number of days it takes to locate the covered "auto" and transport It to a repair shop. 2. 60 days. Our payment is llmlted to the lesser of the following amounts : 1. Necessary and actual expanses Incurred, Including loss of use. 2. $3000. This auto rental expense coverage does not apply while there are spare or reserve "autos" available to you for your operations . If "loss" results from the total theft of a covered "auto" of the private passenger type, we wlll pay under this coverage only that amount of your rental reimbursement expenses which ls not already provided for under the SECTION Ill -PHYSICAL DAMAGE COVERAGE, A 4. Coverage Extension . 13. AIRBAG COVERAGE The followlng Is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, B. Exclusions , paragraph 3. The portion of this exclusion relating to mechanical or electrical breakdown does not apply to the accidental discharge of an airbag. This coverage Is excess of other collectlble Insurance or warranty . No deductible applies to this Airbag Coverage. Includes copyrighted material of Insurance Services Office, Inc. with its permission . Copyright, insurance Services Office, Inc., 1996 461-0155 (9-97} Page 5 of 7 14. ALITO LOAN PHYSICAL DAMAGE EXTENSION The following ls added to SECTION Ill· PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: When a "loss" results In a total loss to a covered auto you own for which a Loss Payee ls designated In this policy, the most we will pay for "loss" In any one "accident" Is the greater of: 1. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2. The outstanding balance of the Initial Joan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, Interest , any charges for early termination of the loan, costs for Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15. AUTO LEASE PHYSICAL DAMAGE EXTENSION The following Is added lo SECTION 111 • PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: If, because of damage, destruction or theft of a covered "auto", which Is a long-term leased "auto", the lease agreement between you and the lessor Is terminated, "we" will pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due at the time of "loss" under the terms of the lease agreement appllcable to the leased "auto" which you are required to pay: less any fees to dispose of the auto; any overdue payments; financial penalties Imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance, Health, Accident or Dlsablllty Insurance purchased with the loan; and carry over balances from previous leases. This coverage applies only to the Initial lease for the covered "auto" which has not previously been leased. This coverage Is excess over all other collectible Insurance. SECTION IV • CONDITIONS 16. DLITIES IN THE EVENT OF ACCIDENT , CLAIM, SUIT OR LOSS The following Is added to SECTION IV • BUSINESS AUTO CONDITIONS, A Loss Conditions, 2. Duties In The Event Of Accl9ent, Claim, Sult Or Loss: d. Knowledge of any "accident", claim, "suit" or "loss" will be deemed knowledge by you when notice of such "accident", claim, "suit'' or "loss" has been received by: (1) You, if you are an lndlvldual; (2) Any partner or insurance manager If you are a partnership; or (3) An executfve officer or Insurance manager If you are a corporation. 17. BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV · BUSINESS ALITO CONDITIONS, A . Loss CondlUons Is replaced by the foll owing: Includes copyrighted material of Insurance Services Office, Inc. with Its permission . Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 6 of 7 5. Transfer Of Rights Of Recovery Agalns1 Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the executlon of an "Insured contract", written agreement, or permit, prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them. 18. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The followlng Is added to SECTION IV BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: Your unlntanllonal error In disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form . However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. ~\\Hanover ~ Insurance Group- A'NFD276654 6701661 19. HIRED AUTO -WORLDWIDE COVEAAGE The following Is added to SECTION IV • Business Auto Conditions, B. General Conditions, paragraph 7. Policy Period, Coverage Territory provision : e. Outside the coverage territory described In a., b., c ., and d. above for an "accident" or "loss" resulting from the use of a covered •auto" you hire, wilhout a driver, or your employee hires without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, provided the suit Is brought within The United States of America or Its territories or possessions . SECTION V -DEFINITIONS 20. MENTAL ANGUISH Paragraph C. "Bodily Injury", SECTION V • DEFINITIONS Is replaced by the following: C. "Bodily Injury" means bodily Injury, sickness or disease sustained by a person Including death or mental anguish resultlng from any of these . Includes copyrighted material of Insurance Services Office, Inc. with Its permission . Copyright, Insurance Services Office, Inc., 1996 461--0155 (9-97) Page 7 of 7 ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION STATE 1622827-17 RENEWAL 1.. 1.J ~ ... 1 1 '1-f,j _, r. I 11 ),'. 'I.!•, IJ !""l A~, C :" FUND SC 3-64-74-04 PAGE 1 HOME OFFICE SAN FRANCISCO EFFECTIVE DECEMBER 14, 2017 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC AND EXPIRING APRIL 1, 2018 AT 12.01 A.M. STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME DIGITAL MAPPING INC 21062 BROOKHURST ST STE 101 HUNTINGTON BEACB, CA 92646 ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT TI-IE STATE COMPENSATION INSURANCE FUND WAIVES ANY RIGHT OF SUBROGATION AGAINST, CITY OF CUPERTINO WHICH MIGHT ARISE EY REASON OF ANY PAYMENT UNDER THIS POLICY IN CONNECTION WITH WORK PERFORMED BY, DIGITAL MAPPING INC IT IS FURTiiER AGREED THAT THE INSURED SHALL MAINTAIN PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE EMPLOYER. IT IS FURTiiER AGREED THAT PREMIUM ON THE EARNINGS OF SUCH EMPLOYEES SHALL BE INCREASED BY 03%. NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND Arff OF THE TERMS, CONDITIONS, AGREEMENTS , OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN . THIS POLICY SHAL.L BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO; DECEMBER 19, 2017 ~.!.~ PRESIDENT ANO CEO SCIF FORM 10217 (Al:V.7-20141 2570 OLD OP 217 ENDORSEMENT AGREEMENT ADDITIONAL INSURED EMPLOYER STATE 1622827-17 RENEWAL 1 (.•~.,.1 11. fJ~ .:-.._· IU, .. l t.J , I n , ti!'.: r FUND SC 3-64-74-04 PAGE 1 HOME OFFICE SAN FRANCISCO EFFECTIVE DECEMBER 14, 2017 AT 12.01 A.M. ALL EFFECTIVE DA TES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC SfANDARD TIME DIGITAL MAPPING INC 21062 BROOI<BURST ST STE 101 HUNTINGTON BEACH, CA 92646 ANYTIUNG IN IBIS POLICY TO 1HE CONTRARY N01WI1HSTANDING, IT IS AGREED THAT CITY OF CUPERTINO IS HEREBY NAMED AS AN ADDITIONAL INSURED EMPLOYER ON nus POLICY Bl.IT' ONLY AS RESPECTS EMPLOYEES WHOSE NAMES APPEAR ON THE PAYROLL RECORDS OF DIGITAL MAPPING INC (HEREIN CALLED TiiE PRIMARY INSURED) WHILE THOSE EMPLOYEES ARE ENGAGED IN WORK UNDER THE SIMULTANEOUS DIRECTION AND CONTROL OF TIIE PRIMARY INSURED AND TiiE ADDITIONAL INSURED EMPLOYER, IT IS FURIHER AGREED TIIAT THE PAYMENT OF TIIE FULL PREMIUM DUE AND PAYABLE UNDER IBIS POLICY SHALL REMAIN 1HE SOLE RESPONSIBILITY OF TiiE PRIMARY INSURED. NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELO TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN .THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO : DECEMBER 19, 2017 ~!.~ PRESIDEN T AND CEO SCIF FOR M 102 17 IR EV.7·201 4] 001 5 OLD DP 217