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18-095 Giuliani & Kull, Inc., Surveying Services FIRST AMENDMENTT AGREEMENT 2 8-11 BETWEEN THE CITY OF CUPERTINO AND GIFULIANI & KULL,INC. FOR SURVEYING SERVICES This First Amendment to Agreement 2018-11 between the City of Cupertino and Giuliani & Kull, Inc., for reference dated 1 t 2`7 `ZOZO , is by and between the CITY OF CUPERTINO, a municipal corporation(hereinafter"City")and Giuliani &Kull, Inc., a Corporation ("Consultant") whose address is 4880 Stevens Creek Boulevard, San Jose CA 95129, and is made with reference to the following: RECITALS: A. On 5/17/2018,Agreement 2018-11 ("Agreement") was entered into by and between City and Consultant for Surveying Services. B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: Term. This Agreement begins on the Effective Date and ends on June 30, 2022("Contract Time"), unless terminated earlier as provided herein. 2. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $175,000 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount.No extra work or payment is permitted in excess of the Contract Price. 3. Exhibit D—Insurance Requirements Design Professionals&Consultants Contracts of the Agreement and its accompanying certificates of insurance and endorsements, is replaced with a new Exhibit D -Insurance Requirements Design Professionals&Consultants Contracts and its accompanying certificates of insurance and endorsements, attached hereto. 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY� gl OF CUPE By—� �� By Titled/mid/-' 2 Title Director of. ublic Works Date Z7--24® Date 2 10 APPROVED AS TO FORM City Attorney ATTEST: City Clerk d 2� 20 EXPENDITURE DISTRIBUTION PO #Click here to Encumbered by enter text. Service Order Original $75,000 Amendment#1: $100,000 Amendment#2: Total: $175,000 EXHIBIT D Insurance Requirements .Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract,at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability(CGL) for bodily injury,property damage,personal injury liability for premises operations,products and completed operations, contractual liability, and personal and advertising injury with limits no less than$2,000,000 per occurrence(ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. i a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the ),, broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," V"4 will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c, The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect City as a namedinsured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned,hired, and non-owned �l M autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation:As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. , Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than$2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c, If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh.D-Insztrance Requirements for Design Professionals&Consultants Contracts Form Updated Sept. 2019 1 Additional Insured Status The City of Cupertino,its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance ✓maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City.At City's option,either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses.The policy shall provide,or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. / Acceptability of Insurers Insurers must be licensed to do business in California with an A.M.Best Rating of A-VII,or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract),and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract,including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience,insurer or other special circumstances,with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Sept. 2019 2 GIUL&KU-02 LBORDELON ,d►co�zo° CERTIFICATE OF LIABILITY INSURANCE DATE 12/131201 YY) `—� 12/13/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NONEACT Linda Bordelon, CISR Elite Micheletti Alternative Insurance Solutions PHONE FAX 300 Banner Ct.Suite 1 (A/C,No,Ext): (A/C,No): Modesto,CA 95356 E pRIE ,linda@michelettiins.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Massachusetts Bay Insurance Company f?,- 22306 'A../ INSURED INSURER B:Allmerlca Financial Benefit lc� 41840 Giuliani&Kull,Inc.-San Jose INSURER C 4880 Stevens Creek Blvd.,Suite 100 INSURER D San Jose,CA 95129 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LT D WVD MM/DDIYYYYI (MMIDDfYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE E�]OCCUR X X ODFD900087✓ 4/26/2019 4/26/2020/ DAMAGE S(ETO a ECcE a ce $ 300,000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY❑ PRO- ❑ LOC 4,000,000 JECT PRODUCTS-COMP/OP AGG $ OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X X WFD900077 V 4/26/2019 4/26/2020 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ .\ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $/ 2,000,000, EXCESS LA B CLAIMS-MADE ODFD900087 V 4/26/2019 4/26/2020 AGGREGATE $ 2,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N TAT TE E ANY PROPRIETOR/PARTNER/EXECUTIVE NIA ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS(LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Surveying Services The City of Cupertino,its City Coluncil,officers,officials,employees,agents,servants and volunteers are named as additional insured's as respects to the General Liability per attached form#391-1006-08 16 and the Auto Liability per attached form#461-0479 12 12.Per project limits apply.Primary& Non-Contributory wording applies to the General Liability per attached form#391-1003-08 16 and the Auto Liability per attached form#461-0479 12 12.Waiver of Subrogation applies to the General Liability per attached form#391-1003-08 16 and the Auto Liability per attached form#461-0155 09197 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y p ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED ES REPRESENTATIVE V&A, n.L� ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Poli y-Number: ODFD900087 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured—Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage—Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics Included 3 6. Personal and Advertising Injury—Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II — (2) Premises you own, rent, lease or occupy; LIABILITY: or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II — b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written agreement which you are required by the contract, or permit to add such person or organization agreement or permit to provide for such as an additional insured on your policy is an additional insured. additional insured only with respect to liability (3) Applies on a primary basis if that is for "bodily injury", "property damage", or required by the written contract, written "personal and advertising injury' caused, in agreement or permit. whole or in part, by your acts or omissions, or the acts or omissions of those acting on your (4) Will not be broader than coverage behalf, but only with respect to: provided to any other insured. (1) "Your work" for the additional insured(s) (5) Does not apply if the "bodily injury", designated in the contract, agreement or "property damage" or "personal and permit; advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 1 of 6 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", "property 1. Required by the contract, agreement or damage", or "personal injury and permit described in Paragraph a.; or advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included as Insurance shown in the Declarations. an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, and (a) After the equipment lease expires; or conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured —Broad Form Vendors damage", "personal and advertising The following is added to SECTION II — injury' arises out of sole negligence of LIABILITY,C.Who Is An Insured: the lessor (4) To any: Additional Insured—Broad Form Vendors (a) Owners or other interests from whom a. Any person or organization that is a vendor with whom you agreed in a written contract or land has been leased if the written agreement to include as an additional "occurrence" takes place or the insured under this Coverage Part is an offense is committed after the lease insured, but only with respect to liability for for the land expires; or "bodily injury" or"property damage" arising out (b) Managers or lessors of premises if: of"your products" which are distributed or sold (i) The "occurrence" takes place or in the regular course of the vendor's business. the offense is committed after you b. The insurance afforded to such vendor cease to be a tenant in that described above: premises; or (1) Only applies to the extent permitted by (ii) The "bodily injury", "property law; damage", "personal injury" or (2) Will not be broader than the insurance "advertising injury" arises out of which you are required by the contract or structural alterations, new con- agreement to provide for such vendor; struction or demolition operations performed by or on behalf of the (3) Will not be broader than coverage manager or lessor. provided to any other insured; and (5) To "bodily injury", "property damage" or (4) Does not apply if the "bodily injury", "personal and advertising injury" arising "property damage" or "personal and out of the rendering of or the failure to advertising injury" is otherwise excluded render any professional services. from coverage under this Coverage Part, This exclusion applies even if the claims including any endorsements thereto against any insured allege negligence or c. With respect to insurance afforded to such other wrongdoing in the supervision, vendors, the following additional exclusions hiring, employment, training or monitoring apply: of others by that insured, if the The insurance afforded to the vendor does not "occurrence" which caused the "bodily apply to: injury' or"property damage" or the offense (1) "Bodily injury" or "property damage" for which caused the "personal and which the vendor is obligated to pay advertising injury" involved the rendering damages by reasons of the assumption of of or failure to render any professional liability in a contract or agreement. This services by or for you. exclusion does not apply to liability for d. With respect to the insurance afforded to damages that the insured would have in these additional insureds, the following is the absence of the contract or agreement; added to SECTION II — LIABILITY, D. (2) Any express warranty unauthorized by Liability and Medical Expense Limits of Insurance: you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the vendor; for a covered claim is the lesser of the amount (4) Repackaging, unless unpacked solely for of insurance: the purpose of inspection, demonstration, 1. Required by the contract or agreement testing, or the substitution of parts under described in Paragraph a.; or instruction from the manufacturer, and 2. Available under the applicable Limits of then repackaged in the original container; Insurance shown in the Declarations; (5) Any failure to make such inspection, This endorsement shall not increase the adjustments, tests or servicing as the applicable Limits of Insurance shown in the vendor has agreed to make or normally Declarations. undertakes to make in the usual course of business in connection with the sale of the 3. Alienated Premises product; SECTION II — LIABILITY, B. Exclusions, 1. (6) Demonstration, installation, servicing or Applicable To Business Liability Coverage k. repair operations, except such operations Damage to Property, paragraph (2) is replaced performed at the vendor's premises in by the following: connection with the sale of the product; (2) Premises you sell, give away or abandon, if (7) Products which, after distribution or sale the"property damage" arises out of any part of by you, have been labeled or relabeled or those premises and occurred from hazards used as a container, part or ingredient of that were known by you, or should have any other thing or substance by or for the reasonably been known by you, at the time the vendor; property was transferred or abandoned. (8) "Bodily injury" or "property damage" 4. Broad Form Property Damage — Borrowed arising out of the sole negligence of the Equipment, Customers Goods, Use of vendor for its own acts or omissions or Elevators those of its employees or anyone else a. The following is added to SECTION II — acting on its behalf. However, this LIABILITY, B. Exclusions, 1. Applicable To exclusion does not apply to: Business Liability Coverage, k. Damage to (a) The exceptions contained within the Property: exclusion in subparagraphs (4) or (6) Paragraph (4) does not apply to "property above; or damage" to borrowed equipment while at a (b) Such inspections, adjustments, tests jobsite and not being used to perform or servicing as the vendor has agreed operations. to make or normally undertakes to Paragraph (3), (4) and (6) do not apply to make in the usual course of business, "property damage" to "customers goods" while in connection with the distribution or on your premises nor to the use of elevators. sale of the products. b. For the purposes of this endorsement, the (9) "Bodily injury" or "property damage" following definition is added to SECTION II — arising out of an "occurrence" that took LIABILITY, F. Liability and Medical place before you have signed the contract Expenses Definitions: or agreement with the vendor. 1. "Customers goods" means property of (10)To any person or organization included as your customer on your premises for the an insured by another endorsement purpose of being: issued by us and made part of this a. Worked on; or Coverage Part. b. Used in your manufacturing process. (11)Any insured person or organization, from whom you have acquired such products, c. The insurance afforded under this provision is or any ingredient, part or container, excess over any other valid and collectible entering into, accompanying or containing property insurance (including deductible) such products. available to the insured whether primary, d. With respect to the insurance afforded to excess, contingent or on any other basis. these vendors, the following is added to 5. Incidental Malpractice — Employed Nurses, SECTION II — LIABILITY, D. Liability and EMT's and Paramedics Medical Expense Limits of Insurance: SECTION II — LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 3 of 6 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. Damages claimed for any loss, cost or 6. Personal Injury—Broad Form expense incurred by you or others for the a. SECTION 11 — LIABILITY, B. Exclusions, 2. loss of use, withdrawal, recall, inspection, Additional Exclusions Applicable only to repair, replacement, adjustment, removal "Personal and Advertising Injury", or disposal of: paragraph e. is deleted. (1) "Your product"; b. SECTION II — LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II — because of a known or suspected defect, deficiency, inadequacy or dangerous LIABILITY, F. Liability and Medical condition in it, but this exclusion does not Expenses Definitions, Definition 14. apply to"product recall expenses" that you Personal and advertising injury": incur for the "covered recall" of "your "Discrimination" (unless insurance thereof is product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, but does not apply to "product recall only if such "discrimination" is: expenses" resulting from: (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, director, quality, durability or performance; stockholder, partner or member of the (6) Loss of customer approval, or any insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of "your prospective employment or termination of product" which has been recalled by any person or persons by an insured. like products or substitutes; d. For purposes of this endorsement, the (8) Caprice or whim of the insured; following definition is added to SECTION II — LIABILITY, F. Liability and Medical (9) A condition likely to cause loss of Expenses Definitions: which any insured knew or had reason 1. "Discrimination" means the unlawful to know at the inception of this insurance; treatment of individuals based upon race, color, ethnic origin, gender, religion, age, (10)Asbestos, including loss, damage or or sexual preference. "Discrimination" clean up resulting from asbestos or does not include the unlawful treatment of asbestos containing materials; or individuals based upon developmental, (11)Recall of "your products" that have no physical, cognitive, mental, sensory or known or suspected defect solely emotional impairment or any combination because a known or suspected defect of these. in another of"your products" has been e. This coverage does not apply if liability found. coverage for "personal and advertising injury" b. The following is added to SECTION 11 — is excluded either by the provisions of the LIABILITY, C. Who Is An Insured, paragraph Coverage Form or any endorsement thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II — LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 4 of 6 c. The following is added to SECTION II — a deductible amount, you shall promptly LIABILITY, D. Liability and Medical reimburse us for the part of the deductible Expenses Limits of Insurance: amount we paid. Product Recall Expense Limits of The Product Recall Expense Limits of Insurance Insurance apply separately to each a. The Limits of Insurance shown in the consecutive annual period and to any SUMMARY OF COVERAGES of this remaining period of less than 12 months, endorsement and the rules stated below starting with the beginning of the policy period fix the most that we will pay under this shown in the Declarations, unless the policy Product Recall Expense Coverage period is extended after issuance for an regardless of the number of: additional period of less than 12 months. In that case, the additional period will be deemed (1) Insureds; part of the last preceding period for the (2) "Covered Recalls initiated; or purposes of determining the Limits of (3) Number of"your products" withdrawn. Insurance. b. The Product Recall Expense Aggregate d. The following is added to SECTION II — Limit is the most that we will reimburse LIABILITY, E. Liability and Medical you for the sum of all "product recall Expense General Conditions, 2. Duties in expenses" incurred for all"covered recalls" the Event of Occurrence, Offense, Claim or initiated during the policy period. Suit: c. The Product Recall Each Occurrence Limit You must see to it that the following are done is the most we will pay in connection with in the event of an actual or anticipated any one defect or deficiency. "covered recall" that may result in "product recall expense": d. All "product recall expenses" in connection with substantially the same general (1) Give us prompt notice of any discovery or harmful condition will be deemed to arise notification that "your product" must be withdrawn or recalled. Include a out of the same defect or deficiency and considered one"occurrence". description of "your product" and the reason for the withdrawal or recall; e. Any amount reimbursed for"product recall expenses" in connection with any one (2) Cease any further release, shipment, "occurrence" will reduce the amount of the consignment or any other method of Product Recall Expense Aggregate Limit distribution of like or similar products until available for reimbursement of "product it has been determined that all such recall expenses" in connection with any products are free from defects that could other defect or deficiency. be a cause of loss under this insurance. f. If the Product Recall Expense Aggregate e. For the purposs of this endorsement, the Limit has been reduced by reimbursement following definitions are added to SECTION II of "product recall expenses" to an amount — LIABILITY, F. Liability and Medical that is less than the Product Recall Expenses Definitions: Expense Each Occurrence Limit, the 1. "Covered recall" means a recall made remaining Aggregate Limit is the most that necessary because you or a government will be available for reimbursement of body has determined that a known or "product recall expenses" in connection suspected defect, deficiency, inadequacy, with any other defect or deficiency. or dangerous condition in "your product" g. Product Recall Deductible has resulted or will result in "bodily injury" or"property damage". We will only pay for the amount of "product recall expenses" which are in 2. "Product recall expense(s)" means: excess of the $500 Product Recall a. Necessary and reasonable expenses Deductible. The Product Recall Deductible for: applies separately to each "covered (1) Communications, including radio recall". The limits of insurance will not be or television announcements or reduced by the amount of this deductible. printed advertisements including We may, or will if required by law, pay all stationary, envelopes and or any part of any deductible amount, if postage; applicable. Upon notice of our payment of 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 5 of 6 (2) Shipping the recalled products (1) If the "products — completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your regular (2) To "product recall expense" arising out of "employees" for necessary any of "your products" that are otherwise overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements than your regular"employees"; thereto. (5) Expenses incurred by 8. Unintentional Failure to Disclose Hazards "employees" including The following is added to SECTION II — transportation and LIABILITY, E. Liability and Medical Expenses accommodations; General Conditions: (6) Expenses to rent additional Representations warehouse or storage space; We will not disclaim coverage under this Coverage (7) Disposal of "your product", but Part if you fail to disclose all hazards existing as of only to the extent that specific the inception date of the policy provided such methods of destruction other than failure is not intentional. those employed for trash 9. Unintentional Failure to Notify discarding or disposal are required to avoid "bodily injury" or The following is added to SECTION II — .'property damage" as a result of LIABILITY, E. Liability and Medical Expenses such disposal, General Conditions, 2. Duties in the Event of you incur exclusively for the purpose Occurrence,Offense, Claim or Suit: of recalling"your product"; and Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice b. Your lost profit resulting from such of an "occurrence", offense, claim or "suit", solely "covered recall". due to your reasonable and documented belief f. This Product Recall Expense Coverage does that the "bodily injury", "property damage' or not apply: "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 6 of 6 Policy Num 'er: ODFD900087 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION IV — by the additional "insured" or by you, unless BUSINESS AUTO CONDITIONS, Paragraph B. that "auto" is a "trailer" connected to an "auto" General Conditions, subparagraph 5. Other owned by the additional"insured"or by you; or Insurance: (3) When the additional "insured" is also an Primary and Non-Contributory additional "insured" under another liability If you agree in a written contract, written policy. agreement or written permit that the insurance B. This endorsement will apply only if the "accident' provided to a person or organization who qualifies occurs: as an additional "insured" under SECTION 11 — 1. During the policy period; LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is primary and non-contributory, the 2. Subsequent to the execution of the written following applies: contract or written agreement or the issuance The liability coverage provided by this Coverage of the written permit; and Part is primary to any other insurance available to 3. Prior to the expiration of the period of time that the additional "insured" as a Named Insured. We the written contract, written agreement or will not seek contribution from any other insurance written permit requires such insurance to be available to the additional "insured" except: provided to the additional "insured". (1) For the sole negligence of the additional C. Coverage provided to an additional "insured" will "insured"; or not be broader than coverage provided to any (2) For negligence arising out of the ownership, other"insured" under this Coverage Part. maintenance or use of any"auto" not owned ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 461-0479 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc.,with its permission Policy Number: AWFD900087 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. The following is added to SECTION II — LIABILITY COVERAGE, Paragraph A.1. Who Is If you agree in a written contract, written An Insured: agreement or written permit that the insurance Additional Insured if Required by Contract provided to a person or organization who qualifies If you agree in a written contract, written as an additional "insured" under SECTION II — agreement or written permit that a person or LIABILITY COVERAGE, Paragraph A.1. Who Is organization be added as an additional "insured" An Insured, subparagraph Additional Insured if under this Coverage Part, such person or Required by Contract is primary and non- organization is an "insured"; but only to the extent contributory, the following applies: that such person or organization qualifies as an The liability coverage provided by this Coverage "insured" under paragraph A.1.c. of this Section. Part is primary to any other insurance available to If you agree in a written contract, written the additional "insured" as a Named Insured. We agreement or written permit that a person or will not seek contribution from any other insurance organization be added as an additional "insured" available to the additional "insured" except: under this Coverage Part, the most we will pay on (1) For the sole negligence of the additional behalf of such additional"insured" is the lesser of: "insured"; or (1) The Limits of Insurance for liability coverage (2) For negligence arising out of the ownership, specified in the written contract, written maintenance or use of any "auto" not owned agreement or written permit; or by the additional "insured" or by you, unless (2) The Limits of Insurance for Liability Coverage that "auto" is a "trailer" connected to an "auto' shown in the Declarations applicable to this owned by the additional "insured" or by you; or Coverage Part. (3) When the additional "insured" is also an Such amount shall be part of and not in addition to additional "insured" under another liability the Limits of Insurance shown in the Declarations policy. applicable to this Coverage Part. Regardless of C. This endorsement will apply only if the "accident' the number of covered "autos", "insureds", occurs: premiums paid, claims made or vehicles involved 1. During the policy period; in the "accident', the most we will pay for the total of all damages and "covered pollution cost or 2. Subsequent to the execution of the written expense" combined resulting from any one contract or written agreement or the issuance "accident" is the Limit of Insurance for Liability of the written permit; and Coverage shown in the Declarations. 3. Prior to the expiration of the period of time that B. The following is added to SECTION IV — the written contract, written agreement or BUSINESS AUTO CONDITIONS, Paragraph B. written permit requires such insurance to be General Conditions, subparagraph 5. Other provided to the additional "insured". Insurance: D. Coverage provided to an additional "insured" will Primary and Non-Contributory not be broader than coverage provided to any other"insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office,Inc.,with its permission 14. AUTO LOAN PHYSICAL DAMAGE imposed under a lease for excessive use, EXTENSION abnormal wear and tear or high mileage; security deposits not refunded by the The following is added to SECTION II I - lessor; cost for extended warranties, PHYSICAL DAMAGE COVERAGE, C. Limit Credit Life Insurance, Health, Accident or Of Insurance provision: Disability Insurance purchased with the loan; and carry over balances from When a "loss" results in a total loss to a previous leases. covered auto you own for which a Loss Payee is designated in this policy, the This coverage applies only to the initial most we will pay for "loss" in any one lease for the covered "auto" which has not "accident" is the greater of: previously been leased. This coverage is excess over all other collectible 1. The actual cash value of the insurance. damaged or stolen property as of the time of the "loss"; or SECTION IV - CONDITIONS 2. The outstanding balance of the 16. DUTIES IN THE EVENT OF ACCIDENT, initial loan, less any amounts for CLAIM, SUIT OR LOSS taxes, overdue payments, overdue payment charges, penalties, The following is added to SECTION IV - interest , any charges for early BUSINESS AUTO CONDITIONS, A. Loss termination of the loan, costs for Conditions, 2. Duties In The Event Of Credit Life Insurance, Health, Accident, Claim, Suit Or Loss: Accident or Disability Insurance purchased with the loan, and d. Knowledge of any "accident", carry-over balances from previous claim, "suit' or "loss" will be loans. deemed knowledge by you when notice of such "accident', 15. AUTO LEASE PHYSICAL DAMAGE claim, "suit' or "loss" has been EXTENSION received by: The following is added to SECTION III - (1) You, if you are an individual; PHYSICAL DAMAGE COVERAGE, C. Limit (2) Any partner or insurance Of Insurance provision: manager if you are a partnership; or If, because of damage, destruction or theft (3) An executive officer or of a covered "auto", which is a long-term insurance manager if you are leased "auto", the lease agreement a corporation. between you and the lessor is terminated, "we" will pay the difference between the 17. BLANKET WAIVER OF SUBROGATION amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due Paragraph 5. Transfer Of Rights Of at the time of"loss" under the terms of Recovery Against Others To Us, SECTION the lease agreement applicable to the IV- BUSINESS AUTO CONDITIONS, A. leased "auto" which you are required to Loss Conditions is replaced by the pay: less any fees to dispose of the auto; following: any overdue payments; financial penalties 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 the Hanover Insurance Group- AWFD900077 5701187 5. Transfer Of Rights Of Recovery 19. HIRED AUTO -WORLDWIDE Against Others To Us COVERAGE If any person or organization to or The following is added to SECTION IV - for whom we make payment Business Auto Conditions, B. General under this Coverage Form has Conditions, paragraph 7. Policy Period, rights to recover damages from Coverage Territory provision: another, which have not been waived through the execution of e. Outside the coverage territory an "insured contract", written described in a., b., c., and d. agreement, or permit, prior to the above for an "accident' or "loss" "accident" or "loss" giving rise to resulting from the use of a the payment, those rights to covered "auto" you hire, without a recover damages from another driver, or your employee hires are transferred to us. That person without a driver, at your direction, or organization must do for the purpose of conducting your everything necessary to secure business, for a period of 30 days our rights and must do nothing or less, provided the suit is after the "accident' or "loss" to brought within The United States impair them. of America or its territories or possessions. 18. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION SECTION V- DEFINITIONS The following is added to SECTION IV 20. MENTAL ANGUISH BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Paragraph C. "Bodily injury", SECTION V- Concealment, Misrepresentation Or Fraud: DEFINITIONS is replaced by the following: Your unintentional error in disclosing, C. "Bodily injury" means bodily injury, or failure to disclose, any material fact sickness or disease sustained by a existing after the effective date of this person including death or mental Coverage Form shall not prejudice anguish resulting from any of these. 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. 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 GIUL&KU-02 LBORDELON ,4CORO CERTIFICATE OF LIABILITY INSURANCE DATE 12/13/2019Y) `—� 12/13/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Linda Bordelon,CISR Elite NAM E Micheletti Alternative Insurance Solutions PHONE FAX 300 Banner Ct.Suite 1 (A/C,No,Ext): (A/C,No): Modesto,CA 95356 AI oRIE :linda@michelettiins.com INSURER 5 AFFORDING COVERAGE NAIC# INSURERA:Republic Indemnity Company of America 22179 INSURED INSURER B Giuliani&Kull,Inc.-San Jose INSURER C 4880 Stevens Creek Blvd.,Suite 100 INSURER D: San Jose,CA 95129 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP L R IN SD WVD MM/DD/YYYYI IMM/DDIYYYYi LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED E E Ea occurrence) $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY E PRO-PRO- LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea acci e t $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE S DED RETENTION$ yy $ A WORKERS COMPENSATION 1` PTAT TE OERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YY NIA X 25345701 4/26/2019 4/26/2020✓ 1,000,000 OFFICER/MEMBER EXCLUDED? E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Waiver of Subrogation applies per attached form#WC306 10/93 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty p ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE 1 &4, VnAJ_--,, ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WC040306 WORKERS' COMPENSATION AND ENTLOYERS'LIABILI y POLICy (Ed.4-84) Waiver of Our Right to Recover From Others Endorsement-California We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to tie extent that you perform work under a written contract that requires you to obtain this agreement from us. Youmust maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5.0 o e of the California workers' compensation premium otherwise due on such remuneration. SchedulePerson or Organization Job Description RE: EVIDENCE OF INSURANCE Any person or organization for which the named insured has agreed in a written contract executed prior to loss to provide this waiver This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company No. 19739 Insured: GIUA�I D L INC(A CORP) Policy Number. 25345701 Endorsement Nuhr er: Endorsement Effective: 4/26/19 Form No. WC306 10/93 Illlll IIIII IIIII II[II f111111111IIIII 11111 IIII Illl l llllflll{II 11111 IIIII Illll IIIII BIIII Illl11111 IIII RF1172P GIUL&KU-02 LBORDELON CERTIFICATE OF LIABILITY INSURANCE DATE 12/13/2019Y) 1 211 3/2 0 1 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NONEACT Linda Bordelon, CISR Elite Micheletti Alternative Insurance Solutions PHONE FAX 300 Banner Ct.Suite 1 (A/C,No,Ext): INC,No): Modesto,CA 95356 E,&IE :linda@michelettiins.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Hanover Insurance CompanV 22292 a' , v INSURED INSURER B: Giuliani&Kull,Inc.-San Jose INSURER C: 4880 Stevens Creek Blvd.,Suite 100 INSURER D: San Jose,CA 95129 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LTR IN SD WVD M DD/YYYYI fMM/DD1YYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY D JECT PRO- LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN T T TE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below I IR1.DISEASE-POLICY LIMIT $ A Professional Liab LHFD91932700 4/26/2019 4/26/2020 Limit 2,000,000 I� A Professional Liab LHFD91932700 4/26/2019 4/26/2020 Deductible 10,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Surveying Services Retroactive Date 4126/19 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ty p ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CITY OF DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH Giuliani&Kull,INC. CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of Kft t l . ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Giuliani &Kull, Inc. ("Consultant"), a Corporation for Surveying Services ("Project"). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the Services "as needed"and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. 2.2 Service Orders.Before issuing a Service Order the City Director/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services,Schedule of Performance and Compensation,which the Parties will discuss. Thereafter City Director/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B.Each Service Order will specify its scope of services, deliverables, schedule of performance, compensation and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director/Designee may streamline these procedures, e.g., conferring by telephone instead of a meeting, if it is in the City's best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30,2020 ("Contract Time"),unless terminated earlier as provided herein. 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order,and under no circumstances should the Services go beyond the Contract Time.Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in each Service Order. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the Project Surveying Services Master Design Professional Agreement/Rev.Dec. 2017 Page 1 of 10 Services on time. Consultant must respond promptly to the City's Service Orders and any change orders that may be issued. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $ 75,000 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services; b. A succinct summary of the Services performed by each such individual; c. The time spent by each individual providing those Services; d. The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's performance of the Services. Consultant is not entitled to health, worker's compensation or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants 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 industry practices for similar services performed in the San Francisco Bay Area. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that they are properly licensed, registered, and/or certified to perform the Services as required by law and that they have procured a City Business License. Project Surveying Services Master Design Professional Agreement/Rev.Dec.1017 Page 2 of 10 5.4 Subconsultants. Unless prior written approval from City is obtained, only Consultant's employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all Subconsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the tools, materials and equipment required to perform the Services. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its Subconsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium(collectively,"Work Product"),prepared by Consultant in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code,all Work Product prepared/created by Consultant and its Subconsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not"works for hire", Consultant and Subconsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details,but hereby grants City a perpetual,non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property,including but not limited to patented,trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. Project Surveying Services Master Design Professional Agreement/Rev.Dec.1017 Page 3 of 10 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance,benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 City will have free and full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one year thereafter will reference City contributions in making the Project possible. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be Project Surveying Services Master Design Professional Agreement/Rev.Dec. 2017 Page 4 of 10 posted, exhibited or displayed on or about City property, except signage required by law or this Agreement without prior written approval from City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"), that arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or Subconsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright,trade secret, trademark,or service mark or other proprietary or intellectual property rights,which arises out of,pertains to, or relates to Consultant's negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. C. Claims for Other Liability. For all other liabilities not included in provisions "a"and "b" above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pertaining to,or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or Subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price,to Workers' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. Project Surveying Services Master Design Professional Agreement/Rev.Dec.2017 Page 5 of 10 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences,Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until it 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. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all local, state and federal laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law,rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a"public works"component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program, and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is$30,000 or more,Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement,has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Consultant may be required to file a Project Surveying Services Master Design Professional Agreement/Rev.Dec.2017 Page 6 of 10 conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. 13.6 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Winnie Pagan ,who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval, the Consultant's Project Manager for all purposes under this Agreement will be Mark Helton , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance,and providing regular updates to the City's Project Manager on the Project status,progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days' written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs,which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty(30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination,but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. Project Surveying Services Master Design Professional Agreement/Rev.Dec. 1017 Page 7 of 10 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City files a complaint or cross-complaint,or pursues arbitration,appeal,or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section survives termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreements and understandings, either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Project Surveving Services Master Design Professional Agreement/Rev.Dec. 2017 Page 8 of 10 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling.All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices,requests and approvals must be sent in writing to the persons below,which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid,registered or certified, or the next business day following electronic submission: To City of Cupertino To Consultant: Giuliani&Kull,Inc. 10300 Torre Ave. Cupertino CA 95014 Attention: Winnie Pagan Attention: Mark Helton Email: winniep@cupertino.org Email: mhelton@gkengineers.com 27. VALIDITY OF CONTRACT This 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 Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has full right,power,and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Consultant.This Agreement may be executed in counterparts,each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Project Surveying Services Master Design Professional Agreement/Rev.Dec. 2017 Page 9 of 10 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO Giuliani & Kull, Inc. A Municipal Corporation By Name Mark A. Helton Name Timm Borden Title /�J' Title Director of Public Works Date S'/] /g Date ev Tax I.D. No.: PR VED AS TO ORM: ATTEST: R CIO IERRO GRACE SCHMIDT �.2 ff t�" Cupertin Acting City Attorney City Clerk C+ Prolecl Sun.e.ring Services Master Design Professional Agreement/Rev.Dec. 2017 Page 10 of 10 Exhibit A Scope of Services Design Professional shall provide certain Surveying services as required and requested by City. Design Professional shall provide services under this Master Agreement on an"as needed" basis and only(1) upon written request from City's Director of Public Works or authorized Agent as defined in Section 8,Project Coordination and (2) as defined in a fully executed Service Order. Section 1-General Provisions A. Design Professional shall perform all services to the satisfaction of City's Public Works Director or authorized Agent. B. Design Professional shall perform all services under this agreement to the currently prevailing professional standards and quality found among Land Surveying Professionals with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. Design Professional shall perform services under this Master Agreement only by authorization of a fully executed Service Order which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. City shall incorporate each authorized and fully executed Service Order into the terms and conditions of this Master Agreement. D. Design Professional shall begin work only after receipt of a fully authorized and executed Service Order and shall execute the Project work as detailed in the Service Order. Unauthorized services performed by Design Professional shall be at no cost to City. E. City shall designate a Project Manager for each fully executed Service Order under this Agreement. Design Professional shall coordinate the Service Order performance with City's designated Project Manager. Giuliani&Kull,Inc.-2018 Exhibit A Master Agreement for Surveying Services PAGE 1 OF 4 Section 2. Basic Services As authorized by a fully executed Service Order,Design Professional shall provide Surveying services and subdivision map reviews for private development projects and City's Public Works Projects in accordance with the following: A. General Performance Requirements For each assigned Project: 1. Design Professional shall designate a qualified Project manager and provide to City the names of their team members for the Project. The team members shall be satisfactory to City.Design Professional shall not substitute any team members without the prior approval of City.City retains the right to reject team members assigned by Design Professional or require replacement of team members. 2. Design Professional shall effectively manage and administer the Project for the efficient,progressive, and proactive delivery of the Project. 3. Design Professional shall be responsible for managing and coordinating the work of all sub-Design Professionals and subcontractors. 4. Design Professional shall consult and coordinate with the City and communicate with members of the Project team. 5. Design Professional shall communicate weekly with City's assigned Project Manager to provide an update on the current status of the Project and provide a brief written summary report,as necessary. B. Specific Performance Requirements For each assigned Project,Design Professional may provide any or all of the following tasks and subtasks, as is required for the specific Project: Task 1.0 Subdivision Map Review 1.01 Review parcel maps and/or final maps("maps")for consistency with any approved Tentative Map,the City of Cupertino Municipal Code and ordinances,State of California Subdivision Map Act, and Professional Land Surveyors Act. Giuliani&Kull,Inc.-2018 Exhibit A Master Agreement for Surveying Services PAGE 2 OF 4 1.02 Review maps for technical correctness,including but not limited to,review of preliminary title report and other documents(such as deeds and maps)for existing easement locations and any relevant land encumbrances,closure calculations,relevant record documents used to prepare the map,map format,public easement or right of way dedications,existing and proposed monuments,maps and basis of bearing referenced. 1.03 Upon request by the City,review for compliance and/or conformance with CEQA, on- site development, and public improvement plans. 1.04 Upon request by the City,meet with applicant or City staff to go over new submittal or comments. 1.05 Upon receipt of maps and related documents, all reviews shall be completed within 10 working days for new submittal and within 5 working days for subsequent submittals or as indicated by the City. It is anticipated that most of maps and related documents will be provided electronically to the Design Professional and any comments and responses from the Design Professional will also be received electronically. 1.06 Designate an individual to be assigned as the City Surveyor under direct supervision of the City Engineer. Review,seal and sign final mylar maps and certificates as City Surveyor. Task 2.0 Miscellaneous Services-As Needed Basis 2.01 Review tentative maps or other Planning applications for consistency with the City of Cupertino Municipal Code,State of California Subdivision Map Act,Professional Land Surveyors Act and/or other relevant laws or codes. 2.02 Review lot line adjustment,certificate of compliance, certificate of correction,street or easement vacation, and annexation for consistency with the City of Cupertino Municipal Code,State of California Subdivision Map Act,Professional Land Surveyors Act, and/or other relevant laws or codes. 2.03 Provide field survey to establish monuments or locate existing monuments. Giuliani&Kull,Inc.-2018 Exhibit A Master Agreement for Surveying Services PAGE 3 OF 4 2.04 Assist the City in preparations of legal descriptions and maps for any property transfer to and from the City. 2.05 Provide any other surveying services, GIS base mapping,and related record and data search as requested by the City. Giuliani&Kull,Inc.-2018 Exhibit A Master Agreement for Surveying Services PAGE 4 OF 4 EXHIBIT B Service Order Form Each Service Order for work under this Master Agreement shall be initiated and executed as provided for in the Master Agreement,Section 2.2 Service Order Development. An exemplar of the Service Order form follows. END OF EXHIBIT Giuliani&Kull,Inc.-2018 Exhibit B Master Agreement for Surveying Services PAGE 1 OF 1 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT NO.: M A Date: MA Maximum Compensation: MA Term: NTP: MA END DATE: Consultant: Name: Address: Contact: Phone: Project Description: Project Name: FX Description: (simple project description if appropriate) Attachment A: Includes Description of Project,Scope of Service,Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget Amount Master Agreement Maximum Compensation: $0.00 Total Previously Encumbered to Date: $0.00 Encumbrance this Service Order: $0.00 Total Liquidated Encumbrance: $0.00 Master Agreement Unencumbered Balance: $0.00 Account No.: Project Manager: Date: APPROVALS Consultant: Date: CIP Manager: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature. City Finance: Date: Management Analyst City of Cupertino Master Agreement Page 1 of 1 Service Order No. EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. The City will compensate the Consultant for satisfactory performance of duly authorized Services,based on the hourly rate(s) set forth below.The hourly rates are deemed to include all costs including, salary,wages,benefits, taxes,insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit,overhead, vehicle,equipment and supply costs and the like.The hourly rates do not include reimbursable expenses, which are addressed below.These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement.Total compensation for Services provided pursuant to a Service Order,including reimbursable expenses,may not exceed the maximum compensation authorized under the Service Order. Consultant Hourly Rates: Designated City Surveyor $140 One-Person Survey Crew $200 Two-Person Survey Crew $250 Assistant Surveyor $110 Computer Technician/ Senior Drafter $ 95 Clerical/Administrative Support $ 75 Expert Witness $300 Reimbursable Expenses: Reimbursable expenses include the cost of items,other than direct labor,specifically required to perform the Services,excluding normal business operating expenses and overhead,which are included in the direct hourly rates set forth above. City will compensate Consultant for such reimbursable expenses only with prior written authorization by the individual designated as the City Representative in Section 8,Project Coordination, of the Agreement.The City will reimburse the Consultant for allowable reimbursable expenses for the documented actual cost only,with no surcharge or markup for Consultant administration.Reimbursable expenses must be separately identified on the Consultant invoice and documentation of each reimbursable expense must be submitted to the City upon request and maintained as required under Section 18,Records,of the Agreement.Allowed reimbursable expenses include,but are not limited to: Giuliani&Kull,Inc.-2018 Exhibit C Master Agreement for Surveying Services PAGE 1 OF 2 • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions; • Special software required by City specifically for a project,excluding standard software programs such as Microsoft Office suite applications(i.e.Word,Excel,PowerPoint, Project,etc.);Adobe Acrobat;or standard photo editing programs. • Travel expenses to the extent allowed by City policy, and subject to any limitation on allowable travel expenses under a Service Order,with mileage reimbursed per the current IRS standard mileage rate at the time of travel; • Subconsultants required by project scope of services; • Safety equipment required by City policy or the project scope of services; • Mass mailing notifications; • Special expenses for public meetings,such as refreshments, interpreters, security,valet parking, facility rental, tents or booths,easels,markers,paper,presentation equipment. END OF EXHIBIT Giuliani&Kull,Inc.-2018 Exhibit C Master Agreement for Surveying Services PAGE 2 OF 2 EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract,at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for / premises operations, products and completed operations, contractual liability, and personal and `1 advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. J 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned,hired, and non-owned autos) with limits no less than$1,000,000 per accident for bodily injury and property damage. / 3. Workers'Compensation: As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting" coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Ezh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council,officers, officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII,orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract,including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances,with not less than ninety(90)days prior written notice. Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb.2018 2 GIUL&KU-01 DCAMPO ,acoRO CERTIFICATE OF LIABILITY INSURANCE DATE 04/23/2018 Y) `-� 04/23/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Micheletti&Associates PHONE FAx 515 Lyell Drive,Suite 102 (A/C,No,Ext):(209)576-2808 (A/C,No):(209)530-3888 Modesto,CA 95356 EEbmDRIEss:info@michelettiins.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Hanover Insurance Company22292 INSURED INSURER B:Alimerica Financial Benefit 141840 Giuliani&Kull-San Jose,Inc, INSURER C 4880 Stevens Creek Blvd.,Ste 205 INSURER D San Jose,CA 95129 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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' TYPE OF INSURANCE 'ADDLISUBR POLICY NUMBER (MM/,.,,,POLICY EFF POLICY EXP I LIMITS LTR N WVDMM DD A X I COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2'000'000 CLAIMS-MADE OCCUR �( )( OHF D316345 00 07/15/2017 07/15/2018 PREM SES GE TO occurrence) $ 300'000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2'000'000 rGEWLGREGATELIMITAPPLIESPER: GENERAL AGGREGATE $ 4,000,000 ICY PES D LOC PRODUCTS-COMP/OPAGG $ 4,000,000 ER: $ COMBINEDSINGLELIMIT 1,000,000 B 1 AUTOMOBILE LIABILITY Ea accident $ X ANYAUTO X X AWF D316316 00 07/15/2017 07/15/2018 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY AMAGE AUTOS ONLY AUTOS ONLY Per accident $ 1$ A X UMBRELLA LIAB XJ OCCUR EACH OCCURRENCE $ 10'000'000 EXCESS LIAB I CLAIMS-MADE OHF D316345 00 07/15/2017 07/15/2018 AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N PTER OR ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Surveying Services The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as additional insured's as respects the general liability per the attached form#391-1006-08 16.Per project limits apply.Primary wording per the attached form#391-1003-08 16 and waiiver of subrogation per the attached form#391-1003-08 16 and additional insured as respects the auto including primary wording per the attached form#461-0479 12 12,waiver of subrogation applies per the attached form#461-0155(9197) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City p ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy#OHF D316345 00 /"/ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract,Agreement or Permit Included 1 2. Additional Insured—Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage—Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice Employed Nurses EMT's and Paramedics Included 3 6. Personal and Advertising Injury—Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II — (2) Premises you own, rent, lease or occupy; LIABILITY: or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II — b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written agreement which you are required by the contract, or permit to add such person or organization agreement or permit to provide for such as an additional insured on your policy is an additional insured. additional insured only with respect to liability (3) Applies on a primary basis if that is for "bodily injury" "property damage" or required by the written contract, written "personal and advertising injury" caused in agreement or permit. whole or in part, by your acts or omissions, or the acts or omissions of those acting on your (4) Will not be broader than coverage behalf, but only with respect to: provided to any other insured. (1) "Your work" for the additional insured(s) (5) Does not apply if the "bodily injury" designated in the contract, agreement or "property damage" or "personal and permit; advertising injury' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 1 of 6 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the bodily injury' "property 1. Required by the contract, agreement or damage", or "personal injury and permit described in Paragraph a.; or advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included as Insurance shown in the Declarations. an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, and (a) After the equipment lease expires; or conditions of the policy apply. (b) If the "bodily injury' "property 2. Additional Insured —Broad Form Vendors damage" "personal and advertising The following is added to SECTION II — injury" arises out of sole negligence of LIABILITY, C.Who Is An Insured: the lessor Additional Insured—Broad Form Vendors (4) To any: a. Any person or organization that is a vendor (a) Owners or other interests from whom with whom you agreed in a written contract or land has been leased if the written agreement to include as an additional "occurrence" takes place or the insured under this Coverage Part is an offense is committed after the lease insured, but only with respect to liability for for the land expires; or "bodily injury" or"property damage" arising out (b) Managers or lessors of premises if: of"your products"which are distributed or sold (i) The "occurrence" takes place or in the regular course of the vendor's business the offense is committed after you b. The insurance afforded to such vendor cease to be a tenant in that described above: premises; or (1) Only applies to the extent permitted by (ii) The "bodily injury", "property law; damage", "personal injury" or (2) Will not be broader than the insurance "advertising injury" arises out of which you are required by the contract or structural alterations, new con- agreement to provide for such vendor; struction or demolition operations performed by or on behalf of the (3) Will not be broader than coverage manager or lessor. provided to any other insured; and (5) To "bodily injury" "property damage" or (4) Does not apply if the "bodily injury" "personal and advertising injury" arising "property damage" or "personal and out of the rendering of or the failure to advertising injury" is otherwise excluded render any professional services. from coverage under this Coverage Part, This exclusion applies even if the claims including any endorsements thereto against any insured allege negligence or c. With respect to insurance afforded to such other wrongdoing in the supervision, vendors, the following additional exclusions hiring, employment, training or monitoring apply: of others by that insured, if the The insurance afforded to the vendor does not "occurrence" which caused the "bodily apply to: injury" or"property damage" or the offense (1) "Bodily injury" or "property damage" for which caused the "personal and which the vendor is obligated to pay advertising injury" involved the rendering damages by reasons of the assumption of of or failure to render any professional liability in a contract or agreement. This services by or for you. exclusion does not apply to liability for d. With respect to the insurance afforded to damages that the insured would have in these additional insureds, the following is the absence of the contract or agreement; added to SECTION II — LIABILITY, D. (2) Any express warranty unauthorized by Liability and Medical Expense Limits of you; Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the vendor; for a covered claim is the lesser of the amount (4) Repackaging, unless unpacked solely for of insurance: the purpose of inspection, demonstration, 1. Required by the contract or agreement testing, or the substitution of parts under described in Paragraph a.; or instruction from the manufacturer, and 2. Available under the applicable Limits of then repackaged in the original container; Insurance shown in the Declarations; (5) Any failure to make such inspection, This endorsement shall not increase the adjustments, tests or servicing as the applicable Limits of Insurance shown in the vendor has agreed to make or normally Declarations. undertakes to make in the usual course of business in connection with the sale of the 3. Alienated Premises product; SECTION II — LIABILITY, B. Exclusions, 1. (6) Demonstration, installation, servicing or Applicable To Business Liability Coverage k. repair operations, except such operations Damage to Property, paragraph (2) is replaced performed at the vendor's premises in by the following: connection with the sale of the product; (2) Premises you sell, give away or abandon, if (7) Products which, after distribution or sale the"property damage" arises out of any part of by you, have been labeled or relabeled or those premises and occurred from hazards used as a container, part or ingredient of that were known by you, or should have any other thing or substance by or for the reasonably been known by you, at the time the vendor; property was transferred or abandoned. (8) "Bodily injury or property damage 4. Broad Form Property Damage — Borrowed arising out of the sole negligence of the Equipment, Customers Goods, Use of vendor for its own acts or omissions or Elevators those of its employees or anyone else a. The following is added to SECTION II — acting on its behalf. However, this LIABILITY, B. Exclusions, 1. Applicable To exclusion does not apply to: Business Liability Coverage, k. Damage to (a) The exceptions contained within the Property: exclusion in subparagraphs (4) or (6) Paragraph (4) does not apply to "property above; or damage" to borrowed equipment while at a (b) Such inspections, adjustments, tests jobsite and not being used to perform or servicing as the vendor has agreed operations. to make or normally undertakes to Paragraph (3), (4) and (6) do not apply to make in the usual course of business, "property damage" to "customers goods" while in connection with the distribution or on your premises nor to the use of elevators. sale of the products. b. For the purposes of this endorsement, the (9) "Bodily injury" or "property damage" following definition is added to SECTION II — arising out of an "occurrence" that took LIABILITY, F. Liability and Medical place before you have signed the contract Expenses Definitions: or agreement with the vendor. 1. "Customers goods" means property of (10)To any person or organization included as your customer on your premises for the an insured by another endorsement purpose of being: issued by us and made part of this a. Worked on; or Coverage Part. (11)Any insured person or organization, from b. Used in your manufacturing process. whom you have acquired such products, c. The insurance afforded under this provision is or any ingredient, part or container, excess over any other valid and collectible entering into, accompanying or containing property insurance (including deductible) such products. available to the insured whether primary, d. With respect to the insurance afforded to excess, contingent or on any other basis. these vendors, the following is added to 5. Incidental Malpractice — Employed Nurses, SECTION II — LIABILITY, D. Liability and EMT's and Paramedics Medical Expense Limits of Insurance: SECTION II — LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 3 of 6 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. Damages claimed for any loss, cost or 6. Personal Injury—Broad Form expense incurred by you or others for the a. SECTION II — LIABILITY, B. Exclusions, 2. loss of use, withdrawal, recall, inspection, Additional Exclusions Applicable only to repair, replacement, adjustment, removal "Personal and Advertising Injury", or disposal of: paragraph e. is deleted. (1) "Your product" b. SECTION II — LIABILITY, F. Liability and (2) "Your work" or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property" replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II — because of a known or suspected defect, deficiency, inadequacy or dangerous LIABILITY, F. Liability and Medical condition in it, but this exclusion does not Expenses Definitions, Definition 14. apply to "product recall expenses"that you "Personal and advertising injury": incur for the "covered recall" of "your "Discrimination" unless insurance thereof is product" prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, but does not apply to "product recall only if such "discrimination" is expenses" resulting from (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, director, quality, durability or performance; stockholder, partner or member of the (6) Loss of customer approval, or any insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of "your prospective employment or termination of product" which has been recalled by any person or persons by an insured. like products or substitutes; d. For purposes of this endorsement, the (8) Caprice or whim of the insured; following definition is added to SECTION II — LIABILITY, F. Liability and Medical (g) A condition likely to cause loss of Expenses Definitions: which any insured knew or had reason 1. "Discrimination" means the unlawful to know at the inception of thisinsurance; treatment of individuals based upon race, color, ethnic origin, gender, religion, age, (10)Asbestos, including loss, damage or or sexual preference "Discrimination" clean up resulting from asbestos or does not include the unlawful treatment of asbestos containing materials; or individuals based upon developmental, (11)Recall of"your products" that have no physical, cognitive, mental, sensory or known or suspected defect solely emotional impairment or any combination because a known or suspected defect of these. in another of"your products" has been e. This coverage does not apply if liability found. coverage for "personal and advertising injury" b. The following is added to SECTION II — is excluded either by the provisions of the LIABILITY, C. Who Is An Insured, paragraph Coverage Form or any endorsement thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II — LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 4 of 6 c. The following is added to SECTION II — a deductible amount, you shall promptly LIABILITY, D. Liability and Medical reimburse us for the part of the deductible Expenses Limits of Insurance: amount we paid. Product Recall Expense Limits of The Product Recall Expense Limits of Insurance Insurance apply separately to each a. The Limits of Insurance shown in the consecutive annual period and to any SUMMARY OF COVERAGES of this remaining period of less than 12 months, endorsement and the rules stated below starting with the beginning of the policy period fix the most that we will pay under this shown in the Declarations, unless the policy Product Recall Expense Coverage period is extended after issuance for an regardless of the number of: additional period of less than 12 months. In that case, the additional period will be deemed (1) Insureds; part of the last preceding period for the (2) "Covered Recalls initiated or purposes of determining the Limits of (3) Number of"your products"withdrawn. Insurance. b. The Product Recall Expense Aggregate d. The following is added to SECTION II — Limit is the most that we will reimburse LIABILITY, E. Liability and Medical you for the sum of all "product recall Expense General Conditions, 2. Duties in expenses" incurred for all "covered recalls" the Event of Occurrence, Offense, Claim or initiated during the policy period. Suit: c. The Product Recall Each Occurrence Limit You must see to it that the following are done is the most we will pay in connection with in the event of an actual or anticipated any one defect or deficiency. "covered recall" that may result in "product recall expense" d. All "product recall expenses" in connection with substantially the same general (1) Give us prompt notice of any discovery or harmful condition will be deemed to arise notification that "your product" must be out of the same defect or deficiency and withdrawn or recalled. Include a considered one"occurrence" description of "your product" and the reason for the withdrawal or recall; e. Any amount reimbursed for"product recall expenses" in connection with any one (2) Cease any further release, shipment, "occurrence"will reduce the amount of the consignment or any other method of Product Recall Expense Aggregate Limit distribution of like or similar products until available for reimbursement of "product it has been determined that all such recall expenses" in connection with any products are free from defects that could other defect or deficiency. be a cause of loss under this insurance. f. If the Product Recall Expense Aggregate e. For the purposs of this endorsement, the Limit has been reduced by reimbursement following definitions are added to SECTION II of "product recall expenses" to an amount — LIABILITY, F. Liability and Medical that is less than the Product Recall Expenses Definitions: Expense Each Occurrence Limit, the 1. "Covered recall" means a recall made remaining Aggregate Limit is the most that necessary because you or a government will be available for reimbursement of body has determined that a known or "product recall expenses" in connection suspected defect, deficiency, inadequacy, with any other defect or deficiency. or dangerous condition in "your product" g. Product Recall Deductible has resulted or will result in "bodily injury" or"property damage" We will only pay for the amount of 2. "Product recall expenses " means "product recall expenses" which are in excess of the $500 Product Recall a. Necessary and reasonable expenses Deductible. The Product Recall Deductible for: applies separately to each "covered (1) Communications, including radio recall". The limits of insurance will not be or television announcements or reduced by the amount of this deductible. printed advertisements including We may, or will if required by law, pay all stationary, envelopes and or any part of any deductible amount, if postage; applicable. Upon notice of our payment of 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 5 of 6 (2) Shipping the recalled products (1) If the "products — completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your regular (2) To "product recall expense" arising out of "employees" for necessary any of "your products" that are otherwise overtime; excluded from coverage under this (4) Hiring additional persons, other. Coverage Part including endorsements than your regular"employees" thereto. (5) Expenses incurred by 8• Unintentional Failure to Disclose Hazards "employees" including The following is added to SECTION II — transportation and LIABILITY, E. Liability and Medical Expenses accommodations; General Conditions: (6) Expenses to rent additional Representations warehouse or storage space; We will not disclaim coverage under this Coverage (7) Disposal of "your product" but Part if you fail to disclose all hazards existing as of only to the extent that specific the inception date of the policy provided such methods of destruction other than failure is not intentional. those employed for trash 9. Unintentional Failure to Notify discarding or disposal are required to avoid "bodily injury" or The following is added to SECTION II — '.property damage" as a result of LIABILITY, E. Liability and Medical Expenses such disposal, General Conditions, 2. Duties in the Event of you incur exclusively for the purpose Occurrence, Offense, Claim or Suit: of recalling "your product"; and Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice b. Your lost profit resulting from such of an of offense claim or "suit" solely "covered recall" due to your reasonable and documented belief f. This Product Recall Expense Coverage does that the "bodily injury', "property damage" or not apply: "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 6 of 6 1. SECTION I — PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to the contract, written agreement, or written same loss or damage, we will not pay more permit that the insurance provided to any than the actual amount of the loss or damage. person or organization included as an 2. SECTION II—LIABILITY, it is our stated intent Additional Insured under this Coverage that the various Coverage Parts, forms, Part is primary and non-contributory, we endorsements or policies issued to the named will not seek contribution from any other insured by us, or any company affiliated with insurance available to that Additional us, do not provide any duplication or overlap Insured which covers the Additional of coverage for the same claim "suit" Insured as a Named Insured except: "occurrence" offense accident "wrongful act" (1) For the sole negligence of the or loss. We will not pay more than the actual Additional Insured; or amount of the loss or damage. (2) When the Additional Insured is an If this Coverage Part and any other Coverage Additional Insured under another Part, form, endorsement or policy issued to liability policy. the named insured by us, or any company b. Excess Insurance affiliated with us, apply to the same claim, suit occurrence offense accident "wrongful This insurance is excess over: act" or loss the maximum Limit of Insurance (1) Any of the other insurance, whether under all such Coverage Parts, forms, primary, excess, contingent or on any endorsements or policies combined shall not other basis: exceed the highest applicable Limit of (a) That is Fire, Extended Coverage, Insurance under any one Coverage Part, form, Builder's Risk, Installation Risk or endorsement or policy. similar coverage for"your work"; This condition does not apply to any Excess or (b) That is Property Insurance for Umbrella Policy issued by us specifically to premises rented to you or apply as excess insurance over this policy. temporarily occupied by you with G. Liberalization permission of the owner; If we adopt any revision that would broaden the (c) That is insurance purchased by coverage under this policy without additional you to cover your liability as a premium within 45 days prior to or during the tenant for "property damage" to policy period, the broadened coverage will premises rented to you or immediately apply to this policy. temporarily occupied by you with H. Other Insurance permission of the owner; or 1. SECTION I—PROPERTY (d) If the loss arises out of the maintenance or use of aircraft, If there is other insurance covering the same "autos" or watercraft to the extent loss or damage, we will pay only for the not subject to SECTION II — amount of covered loss or damage in excess LIABILITY, Exclusion g. of the amount due from that other insurance, Aircraft, Auto or Watercraft; and whether you can collect on it or not. But, we will not pay more than the applicable Limit of (2) Any other primary insurance available Insurance of SECTION I—PROPERTY. to you covering liability for damages 2. SECTION II—LIABILITY arising out of the premises or operations, or the products and If other valid and collectible insurance is completed operations, for which you available to the insured for a loss we cover have been added as an additional under SECTION II — LIABILITY, our insured by attachment of an obligations are limited as follows: endorsement. a. Primary Insurance When this insurance is excess, we will This insurance is primary except when have no duty under SECTION II — paragraph b. below applies. If this LIABILITY to defend the insured against insurance is primary, our obligations are any "suit" if any other insurer has a duty to not affected unless any of the other defend the insured against that"suit". If no insurance is also primary. Then, we will other insurer defends, we will undertake to share with all that other insurance by the do so, but we will be entitled to the method described in paragraph c. below. 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 79 of 81 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this policy insurance, we will pay only our share of in force by paying a continuation premium for the amount of the loss, if any, that each successive one-year period. The exceeds the sum of: premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary date; insurance would pay for the loss in the and absence of this insurance; and b. Determined in accordance with paragraph (2) The total of all deductible and self- 2. above. insured amounts under all that other Our forms then in effect will apply. If you do insurance. not pay the continuation premium, this policy d. We will share the remaining loss, if any, will expire on the first anniversary date that we with any other insurance that is not have not received the premium. described in this provision and was not 4. Undeclared exposures or change in your bought specifically to apply in excess of business operation, acquisition or use of the Limits of Insurance shown in the locations may occur during the policy period Declarations for this Coverage. that is not shown in the Declarations. If so, we e. Method of Sharing may require an additional premium. That If all of the other insurance permits premium will be determined in accordance contribution by equal shares, we will follow with our rates and rules then in effect. this method also. Under this approach J. Premium Audit each insurer contributes equal amounts 1. This policy is subject to audit if a premium until it has paid its applicable Limit of designated as an advance premium is shown Insurance or none of the loss remains, in the Declarations. We will compute the final whichever comes first. premium due when we determine your actual If any of the other insurance does not exposures. permit contribution by equal shares, we 2. Premium shown in this policy as advance will contribute by limits. Under this premium is a deposit premium only. At the method each insurer's share is based on close of each audit period, we will compute the the ratio of its applicable Limit of earned premium for that period and send Insurance to the total applicable limits of notice to the first Named Insured. The due insurance of all insurers. date for audit premiums is the date shown as f. When this insurance is excess, we will the due date on the bill. If the sum of the have no duty under Business Liability advance and audit premiums paid for the Coverage to defend any claim or "suit" policy period is greater than the earned that any other insurer has a duty to premium, we will return the excess to the first defend. If no other insurer defends, we will Named Insured. undertake to do so; but we will be entitled 3. The first Named Insured must keep records of to the insured's rights against all those the information we need for premium other insurers. computation and send us copies at such times I. Premiums as we may request. 1. The first Named Insured shown in the K. Transfer of Rights of Recovery Against Others Declarations: to Us a. Is responsible for the payment of all 1. Applicable to SECTION I — PROPERTY premiums; and Coverage: b. Will be the payee for any return premiums If any person or organization to or for whom we pay. we make payment under this policy has rights 2. The premium shown in the Declarations was to recover damages from another, those rights computed based on rates in effect at the time are transferred to us to the extent of our the policy was issued. On each renewal, payment. That person or organization must do continuation or anniversary of the effective everything necessary to secure our rights and date of this policy, we will compute the must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 80 of 81 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this policy insurance, we will pay only our share of in force by paying a continuation premium for the amount of the loss, if any, that each successive one-year period. The exceeds the sum of: premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary date; insurance would pay for the loss in the and absence of this insurance; and b. Determined in accordance with paragraph (2) The total of all deductible and self- 2. above. insured amounts under all that other Our forms then in effect will apply. If you do insurance. not pay the continuation premium, this policy d. We will share the remaining loss, if any, will expire on the first anniversary date that we with any other insurance that is not have not received the premium. described in this provision and was not 4. Undeclared exposures or change in your bought specifically to apply in excess of business operation, acquisition or use of the Limits of Insurance shown in the locations may occur during the policy period Declarations for this Coverage. that is not shown in the Declarations. If so, we e. Method of Sharing may require an additional premium. That If all of the other insurance permits premium will be determined in accordance contribution by equal shares, we will follow with our rates and rules then in effect. this method also. Under this approach J. Premium Audit each insurer contributes equal amounts 1. This policy is subject to audit if a premium until it has paid its applicable Limit of designated as an advance premium is shown Insurance or none of the loss remains, in the Declarations. We will compute the final whichever comes first. premium due when we determine your actual If any of the other insurance does not exposures. permit contribution by equal shares, we 2. Premium shown in this policy as advance will contribute by limits. Under this premium is a deposit premium only. At the method each insurer's share is based on close of each audit period, we will compute the the ratio of its applicable Limit of earned premium for that period and send Insurance to the total applicable limits of notice to the first Named Insured. The due insurance of all insurers. date for audit premiums is the date shown as f. When this insurance is excess, we will the due date on the bill. If the sum of the have no duty under Business Liability advance and audit premiums paid for the Coverage to defend any claim or "suit" policy period is greater than the earned that any other insurer has a duty to premium, we will return the excess to the first defend. If no other insurer defends, we will Named Insured. undertake to do so; but we will be entitled 3. The first Named Insured must keep records of to the insured's rights against all those the information we need for premium other insurers. computation and send us copies at such times I. Premiums as we may request. 1. The first Named Insured shown in the K. Transfer of Rights of Recovery Against Others Declarations: to Us a. Is responsible for the payment of all 1. Applicable to SECTION I — PROPERTY premiums; and Coverage: b. Will be the payee for any return premiums If any person or organization to or for whom we pay. we make payment under this policy has rights 2. The premium shown in the Declarations was to recover damages from another, those rights computed based on rates in effect at the time are transferred to us to the extent of our the policy was issued. On each renewal, payment. That person or organization must do continuation or anniversary of the effective everything necessary to secure our rights and date of this policy, we will compute the must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property. We waive any right of recovery we may have b. After a loss to your Covered Property only against any person or organization with whom if, at time of loss, that party is one of the you have a written contract, permit or following: agreement to waive any rights of recovery against such person or organization because (1) Someone insured by this insurance; of payments we make for injury or damage (2) A business firm: arising out of your ongoing operations or"your (a) Owned or controlled by you; or work" done under a contract with that person or organization and included in the "products- (b) That owns or controls you; or completed operations hazard" (3) Your tenant. This condition does not apply to Medical You may also accept the usual bills of lading Expenses Coverage. or shipping receipts limiting the liability of L. Transfer of Your Rights and Duties Under This carriers. Policy This will not restrict your insurance. Your rights and duties under this policy may not be 2. Applicable to SECTION II — LIABILITY transferred without our written consent except in Coverage: the case of death of an individual Named Insured. If the insured has rights to recover all or part of If you die, your rights and duties will be transferred any payment we have made under this to your legal representative but only while that Coverage Part, those rights are transferred to legal representative is acting within the scope of us. The insured must do nothing after loss to their duties as your legal representative. Until your impair such rights. At our request, the insured legal representative is appointed, anyone with will bring "suit' or transfer those rights to us proper temporary custody of your property will and help us enforce them. have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 81 of 81 Policy#AWF D316316 00 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION IV — by the additional "insured" or by you, unless BUSINESS AUTO CONDITIONS, Paragraph B. that "auto" is a "trailer" connected to an "auto" General Conditions, subparagraph 5. Other owned by the additional "insured"or by you; or Insurance: (3) When the additional "insured" is also an Primary and Non-Contributory additional "insured" under another liability If you agree in a written contract, written policy. agreement or written permit that the insurance B. This endorsement will apply only if the "accident' provided to a person or organization who qualifies occurs: as. an additional "insured" under SECTION II — 1. During the policy period; LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is primary and non-contributory, the 2. Subsequent to the execution of the written following applies: contract or written agreement or the issuance The liability coverage provided by this Coverage of the written permit; and Part is primary to any other insurance available to 3. Prior to the expiration of the period of time that the additional "insured" as a Named Insured. We the written contract, written agreement or will not seek contribution from any other insurance written permit requires such insurance to be available to the additional "insured" except: provided to the additional "insured". (1) For the sole negligence of the additional C. Coverage provided to an additional "insured" will "insured"; or not be broader than coverage provided to any (2) For negligence arising out of the ownership, other"insured" under this Coverage Part. maintenance or use of any"auto" not owned ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Pagel of 1 461-0479 12 12 Includes copyrighted material of ISO Insurance Services Office,Inc.,with its permission Hanover ]nsurance Group_ AWFD316316 5701187 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. CANCELLATION EXTENSION d. Any business entity for which you Paragraph A. CANCELLATION 2. b. of the have a financial interest greater COMMON POLICY CONDITIONS is than 50% of the voting stock or replaced with the following: otherwise have a controlling b. 60 days before the effective date interest after the effective date of of cancellation if we cancel for this policy or that is newly any other reason. acquired or formed by you during the term of this policy. SECTION I - COVERED AUTOS The coverage provided by this 2. EMPLOYEE HIRED "AUTOS" provision is afforded until Description Of Covered Auto expiration or termination of Designation Symbols; Symbol 8 is this policy, whichever occurs replaced by the following: earlier. 8 = Hired "Autos" Only - Only those The coverage provided by this "autos" you lease, hire, rent or borrow; provision does not apply to including "autos" your employee hires at any business entity described your direction, for the purpose of in d. above that qualifies as an conducting your business. This does not insured under any other include any "auto" you lease, hire, rent, or automobile liability policy borrow from any of your "employees" or issued to that business entity partners or members of their households. as a named insured or would have been an insured except SECTION II - LIABILITY COVERAGE for the exhaustion of the policy limits or the insolvency 3. BROADENED NAMED INSURED of the insurer. The following is added to the SECTION II - The coverage provided by this LIABILITY COVERAGE, Paragraph 1. Who provision does not apply to Is An Insured provision: "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 SECTION III - PHYSICAL DAMAGE COVERAGE. The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who 7. EXPENSE OF RETURNING A STOLEN Is An Insured provision: "AUTO" and SIGN COVERAGE e. Any employee of yours is an The following is added to SECTION III - "insured" while using a covered PHYSICAL DAMAGE COVERAGE,A.I. "auto" you do not own, hire or COVERAGE: borrow in your business or your personal affairs. d. Expense Of Returning A Stolen "Auto" 5. SUPPLEMENTARY PAYMENTS We will pay for the expense of The following amends SECTION II - returning a covered "auto" to you. LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: e. Sign Coverage Paragraph (2) is replaced by the following: We will pay for loss to signs, (2) Up to $2500 for cost of bail bonds murals, paintings or graphics, (including bonds for related traffic as part of equipment, which are law violations) required because displayed on a covered "auto". of an "accident" we cover. We do not have to furnish these bonds. The most we will pay for "loss" in Paragraph (4) is replaced by the following: any one "accident" is the lesser of: (4) All reasonable expenses incurred by the "insured" at our request, 1. The actual cash value of including actual loss of earnings the property as of the up to $500 a day because of time off from work. time of the "loss"; or 2. The cost of repairing or 6. AMENDED FELLOW EMPLOYEE replacing the damaged or EXCLUSION stolen property with other property of like kind and quality; or The following is added to the SECTION II - 3. $2,000. LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion: g. GLASS BREAKAGE DEDUCTIBLE This exclusion does not apply if the The following is added to SECTION III - "bodily injury" arises from the use of a PHYSICAL DAMAGE COVERAGE,A. covered "auto" you own or hire. This COVERAGE paragraph 3. Glass Breakage - coverage is excess over any other Hitting a Bird or Animal - Falling Objects collectible insurance or Missiles: Any deductible shown in the Declarations as applicable to the Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 2 of 7 Hanover Insurance Group- AWFD316316 5701187 covered "auto" will not apply to glass direction, for the purpose of breakage if such glass is repaired, conducting your business, for a rather than replaced. period of 30 days or less, of like kind and use as the "autos" you 9. TRANSPORTATION EXPENSE own, subject to the following: Paragraph 4. Coverage Extension. of The most we will pay for any one SECTION III - PHYSICAL DAMAGE loss is the lesser of the following: COVERAGE, A. COVERAGE is replaced with the following: a. $50,000 per accident, or b. cash value, or 4. Coverage Extension c. the cost of repair, We will pay up to $50 per day to a minus the deductible equal to the maximum of$1500 for temporary lowest deductible applicable to transportation expense incurred any owned "auto" for that by you because of the total theft of coverage. Any deductible shown a covered "auto" of the private in the Declarations does not apply passenger type. We will pay only to "loss" caused by fire or for those covered "autos" for lightning. Subject to the limit and which you carry either deductible stated above, we will Comprehensive or Specified provide coverage equal to the Causes of Loss Coverage. We will broadest coverage provided to pay for temporary transportation any covered "auto" you own, that expenses incurred during the is applicable to the loss. period beginning 24 hours after the theft and ending, regardless of If the loss arises from an accident the policy s expiration, when the for which you are legally liable covered "auto" is returned to use and the lessor incurs an actual or we pay for its "loss". financial loss from that accident, we will cover the lessor s actual 10. HIRED AUTO PHYSICAL DAMAGE financial loss of use of the hired "auto" for a period of up to seven The following is added to SECTION III - consecutive days from the date of PHYSICAL DAMAGE COVERAGE,A. the accident, subject to a limit of COVERAGE: $1,000 per accident. 5. Hired Auto Physical Damage 11. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE If hired "autos" are covered "autos" for Liability Coverage and The following is added to SECTION III - if Physical Damage Coverage of PHYSICAL DAMAGE COVERAGE,A. Comprehensive, Specified Causes COVERAGE: of Loss, or Collision is provided under this Coverage Form for any 6. Audio, Visual and Data Electronic "auto" you own, then the Physical Equipment Coverage Damage Coverage(s) provided is extended to "autos" you hire We will pay for "loss" to any without a driver or your employee electronic equipment that receives hires, without a driver, at your Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 3 of 7 or transmits audio, visual or data equipment is permanently signals and that is not designed installed in the covered solely for the reproduction of "auto", and sound. This coverage applies b. Permanently installed only if the equipment is in the opening of the dash permanently installed in the or console normally used covered "auto" at the time of the by the manufacturer for "loss" or the equipment is the installation of a radio. removable from a housing unit which is permanently installed in With respect to coverage herein, the covered auto at the time of the LIMIT OF INSURANCE the "loss", and such equipment is provision of PHYSICAL DAMAGE designed to be solely operated by COVERAGE is replaced by the use of the power from the "auto s" following: electrical system, in or upon the covered "auto", including its 1. The most we will pay for all antennas and other accessories. "loss" to audio, visual or data However , this does not include electronic equipment and any tapes, records or discs. accessories used with this equipment as a result of any The exclusions that apply to one "accident" is the lesser of PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to a. The actual cash value of Audio, Visual and Data Electronic the damaged or stolen Equipment, also apply to coverage property as of the time of provided herein. In addition, the the "loss"; or following exclusions apply: b. The cost of repairing or replacing the damaged or We will not pay , under this stolen property with other coverage, for either any electronic property of like kind and equipment or accessories used quality; or with such electronic equipment c. $500. that is: 2. An adjustment for 1. Necessary for the normal depreciation and physical operation of the covered condition will be made in "auto" or the monitoring of determining actual cash value the covered "auto s" at the time of the "loss". operating system; or 3. Deductibles applicable to 2. Both: PHYSICAL DAMAGE COVERAGE, do not apply a. An integral part of the to this Audio, Visual and Data same unit housing any Electronic Equipment sound reproducing Coverage. equipment designed solely for the If there is other coverage provided reproduction of sound if by this policy for audio, visual and the sound reproducing data electronic equipment, the coverage provided herein is Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 4 of 7 Hanover Insurance Group- AWFD316316 5701187 excess. However, you may elect covered"auto". If loss is to apply the limit or any portion caused by theft, this thereof of coverage provided number of days is added herein to pay any deductible that to the number of days it is applicable under the provisions takes to locate the covered of the other coverage. "auto" and transport it to a repair shop. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE 2. 60 days. The following is added to SECTION III - Our payment is limited to the PHYSICAL DAMAGE COVERAGE,A. lesser of the following amounts: COVERAGE: 1. Necessary and actual 7. Rental Reimbursement and expenses incurred, Material Transfer Expense including loss of use. This coverage provides only those 2. $3000. Physical Damage Coverages where a premium is shown in the This auto rental expense coverage Declarations. It applies only to a does not apply while there are covered "auto" described or spare or reserve "autos" available designated to which the Physical to you for your operations. Damage Coverages apply. If"loss" results from the total theft We will pay for auto rental of a covered "auto" of the private expenses and the expenses, passenger type, we will pay under incurred by you because of"loss" this coverage only that amount of to a covered "auto", to remove your rental reimbursement and transfer your materials and expenses which is not already equipment from the covered provided for under the SECTION "auto" . Payment applies in III - PHYSICAL DAMAGE addition to the otherwise COVERAGE, A. 4. Coverage applicable amount of each Extension. coverage you have on a covered "auto". No deductibles apply to 13. AIRBAG COVERAGE this coverage. The following is added to SECTION III - We will pay only for those auto PHYSICAL DAMAGE COVERAGE, B. rental expenses incurred during Exclusions, paragraph 3. the policy period beginning 24 hours after the "loss" and ending, The portion of this exclusion relating to regardless of the policy s mechanical or electrical breakdown does expiration, with the lesser of the not apply to the accidental discharge of an following number of days: airbag. This coverage is excess of other collectible insurance or warranty. No 1. The number of days deductible applies to this Airbag reasonably required to Coverage. repair or replace the 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. AUTO LOAN PHYSICAL DAMAGE imposed under a lease for excessive use, EXTENSION abnormal wear and tear or high mileage; security deposits not refunded by the The following is added to SECTION III - lessor; cost for extended warranties, PHYSICAL DAMAGE COVERAGE, C. Limit Credit Life Insurance, Health, Accident or Of Insurance provision: Disability Insurance purchased with the loan; and carry over balances from When a "loss" results in a total loss to a previous leases. covered auto you own for which a Loss Payee is designated in this policy, the This coverage applies only to the initial most we will pay for"loss" in any one lease for the covered "auto" which has not "accident" is the greater of: previously been leased. This coverage is excess over all other collectible 1. The actual cash value of the insurance. damaged or stolen property as of the time of the 'loss"; or SECTION IV - CONDITIONS 2. The outstanding balance of the 16. DUTIES IN THE EVENT OF ACCIDENT, initial loan, less any amounts for CLAIM, SUIT OR LOSS taxes, overdue payments, overdue payment charges, penalties, The following is added to SECTION IV - interest , any charges for early BUSINESS AUTO CONDITIONS, A. Loss termination of the loan, costs for Conditions, 2. Duties In The Event Of Credit Life Insurance, Health, Accident, Claim, Suit Or Loss: Accident or Disability Insurance purchased with the loan, and d. Knowledge of any "accident", carry-over balances from previous claim, "suit" or "loss" will be loans. deemed knowledge by you when notice of such "accident", 15. AUTO LEASE PHYSICAL DAMAGE claim, "suit" or "loss" has been EXTENSION received by: The following is added to SECTION III - (1) You, if you are an individual; PHYSICAL DAMAGE COVERAGE, C. Limit (2) Any partner or insurance Of Insurance provision: manager if you are a partnership; or If, because of damage, destruction or theft (3) An executive officer or of a covered "auto", which is a long-term insurance manager if you are leased "auto", the lease agreement a corporation. between you and the lessor is terminated, "we" will pay the difference between the 17. BLANKET WAIVER OF SUBROGATION amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due Paragraph 5. Transfer Of Rights Of at the time of'loss" under the terms of Recovery Against Others To Us, SECTION the lease agreement applicable to the IV - BUSINESS AUTO CONDITIONS, A. leased "auto" which you are required to Loss Conditions is replaced by the pay: less any fees to dispose of the auto; following: any overdue payments; financial penalties 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 Hanover Insurance Group_ AWFD316316 5701187 5. Transfer Of Rights Of Recovery 19. HIRED AUTO -WORLDWIDE Against Others To Us COVERAGE If any person or organization to or The following is added to SECTION IV - for whom we make payment Business Auto Conditions, B. General under this Coverage Form has Conditions, paragraph 7. Policy Period, rights to recover damages from Coverage Territory provision: another, which have not been waived through the execution of e. Outside the coverage territory an "insured contract", written described in a., b., c., and d. agreement, or permit, prior to the above for an "accident" or "loss" "accident" or "loss" giving rise to resulting from the use of a the payment, those rights to covered "auto" you hire, without a recover damages from another driver, or your employee hires are transferred to us. That person without a driver, at your direction, or organization must do for the purpose of conducting your everything necessary to secure business, for a period of 30 days our rights and must do nothing or less, provided the suit is after the "accident' or "loss" to brought within The United States impair them. of America or its territories or possessions. 18. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION SECTION V- DEFINITIONS The following is added to SECTION IV 20. MENTAL ANGUISH BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Paragraph C. 'Bodily injury", SECTION V- Concealment, Misrepresentation Or Fraud: DEFINITIONS is replaced by the following: Your unintentional error in disclosing, C. "Bodily injury" means bodily injury, or failure to disclose, any material fact sickness or disease sustained by a existing after the effective date of this person including death or mental Coverage Form shall not prejudice anguish resulting from any of these. 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. 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 GIUL&KU-01 DCAMPO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) `—� 04/23/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Micheletti&Associates PHONE FAX 515 Lyell Drive,Suite 102 (AIC,No,Ext):(209)576-2808 (ac,No):(209)530-3888 E-MModesto,CA 95356 ADDRESS-info@michelettiins.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Republic Insurance Company INSURED INSURER B: Giuliani&Kull-San Jose,Inc, INSURER C: 4880 Stevens Creek Blvd.,Ste 205 INSURER D San Jose,CA 95129 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS TR D WV MM DD MM D COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE M OCCUR DAMAGE TO RENTED PREMISES Ea occurze"ce $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY J PRO JECT [_] LOC PRODUCTS-COMP/OP AGG $ OTHER: Is AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANYAUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY AUUTO ONL� Peer accdent AMAGE $ $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ A WORKERS COMPENSATION X PER AND EMPLOYERS'LIABILITY TATUTE ERH Y/ ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ X 163133-14 09/01!2017 09101/2018 1,000,000 OFFICER/MEMBER EXCLUDED? NIA E.L.EACH ACCIDENT $ V (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Surveying Services Waiver of subrogation applies per the attached form CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y P ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED tREPRESENTATIVE /�y� ACORD 25(2016/03) 1 V©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WC040306 WORKIERT COMPENSATION AND EMTLOYERS'LIABILITY POLICE' (Ed.484) Waiver of Our Right to Recover From Others Endorsement- California We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce,our right against the person or organization named in the Schedule. This agreement applies oniy tG the extent that you perform work under a written contract that requires you to obtain this agreement from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this'endorsement shall be 5.0 0%of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization RE: EVIDENCE OF INSURANCE ' for which the named insured _ has agreed in a written contract executed prior to loss to provide this waiver This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Re � pu �n blic Indemnity Company of America 39 Insured: GIULIANI AND KULL INC(A CORP) policy Number. 163133-14 Endorsement Number: Endorsement Effective: 9/1/17 Form No. WC306 10/93 I[111111[ll[ILII Ilillllli(III[[hill 11111 IN Il[I f[1111![[III[1(11 Illl1111111t11111111 Illlll[li I[ll RF1172P GIUL&KU-01 DCAMPO ,acoRo CERTIFICATE OF LIABILITY INSURANCE DATE 05 15/2018 Y) 05/15/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Micheletti Alternative Insurance Solutions PHONE HON o,Ext):(209 576-2808 FAX 209 530-3888 300 Banner Ct.Suite 1 ) (AIC,No):(209) Modesto,CA 95356 E-MAILD ADDRESS:info@michelettiins.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Hanover Insurance Company 22292 INSURED INSURER B: Giuliani&Kull-San Jose,Inc, INSURER C 4880 stevens Creek Blvd.,Ste 205 INSURER D San Jose,CA 95129 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSRLTR TYPE OF INSURANCE INSD�ADDLSWU/BOR POLICY NUMBER MM DIC Y EFF MMLDDY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADEOCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) I$ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY 1 PEC LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE Is EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ Is WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N STER ERH ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-E4 EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT ($ A Professional Liab. LHF A880616-02 03/22/2018 03/22/2019 Limit 2,000,000 A Professional Liab. LHF A880616-02 03/22/2018 03/22/2019'Deductible 25,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Surveying Services Retroactive Date-3/22/95 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City p ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE a� axy� ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CITY OF l UPERTINO MASTER AGREEMENT c dN SULTANT SERVICES SERVICE IORDER NO. I MASTER AGREEMENT NO#: 2018-11 M.A. Date: Maximum Compensation: $75 ,000 M.A. End Date: Consultant: F irm Nam.c: 17-May-18 Address: Giuliani & Kull, Il1c. 4880 Stevens Cre , k Bl vd , Suyite 100 , San Jose, Ca 95129 Contact: 30-Jun-20 Mark H elton I P hone: (408) 615-4000 I -----'----- Project Description: Project Name: Valko Town Center -Surveying S rvice s X Description: (sim pl e project description if appropriaJ) Surveying services for Lot Line Adjustment Rev ew Attachment A: Includes Description o f Project, Scope ~f Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Chad Mosley ------------ Fiscal/Budget : Amount Master Agreement l\t aximum Compensation: $75,000 ----------- Total Previou ly Encumbered to Date: $0 Encumb~ance this Service Order: --------$-2-,3-0_0_ Balance: $72,700 S.O. Acc't No.: ---------------..--- Con tract Manager: ClfAo fl,1 os(f f Date: 12/J 3 /1 [I Approvals: Consultant: Date: CIP Manager: _D_a_te_: --'--f _,zj'--'-/~3_,/~L~?i"'---------- Appropi iation Certification: ~ h ereby certify that an un exp lnd ed appropriation is a v a:ble in the above fund for the above con tr act ilS estima ted a nd that fund are ava1 la!le as of this date of sig na t ure City Finance: ~ 1 I Date: / ;;;----/ ( { ( l 2 City of Cupertino Master Agreement 181128 Service Order No. XX CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. 2 MASTER AGREEMENT NO.: 2018-11 MA Maximum Compensation: $75,000 MA Term: NTP: March 4, 2019 MA Date: 5-17-18 MA END DATE: June 30, 2020 Consultant: Giuliani & Kull, Inc. 4880 Stevens Creek Blvd, Suite 100, San Jose, Ca 95129 :t\.fark Helton Phone: (408) 615-4000 Project Description: Project Name: Parce l Map for 10400 S Stelling Rd 0Dcscription : (simple project descriptio n if appropriate) Re view & sLgn parcel map per Task 1.0 of Exhibit A and Compe nsation p e r Exhibit C of the Design Professional Services Master Agreement. D City Project Management Tvfanaging D e partme nt: Public Works Project ivl an<1g er: Winnie Pagan Fiscal/Budget Amount f'vl.1ste r Agreemen t :tvfaximurn Compe.ns;1 t io n: $75,000 .00 Total Previo usl y Encumbered to Date: $2,300 .00 E ncumbrance this Service Order: $2,000.00 ------ Total Liquidated Encumbrance: $0.00 ------ ]\'laster Agree ment Unencumbered Balance: 57 0,70 0.00 Acco unt No.: AI'PROV A l.S Da Le : D,1te: .,. ; •• 1. l ' i,);' t i 1r· .-·d:i n , ~ 1·0111 1·:,,~: 1 ~ ... -1 ··1ic11,•d ,li',i !f· 1· 11 ·· ' ' Master Ag r ee ment t oU,'fJ--~ .. ' 1'zl)_ -~?- ! L,,:".', ' •