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18-119 Com-Strat, LLC., ShoreTel PBX System Implementation Support as an Independent Subject Matter ExpertCITY OF II PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of _Ju_n_e_l 8~2_0_1_8 ___________ _ ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Com-Strat, LLC ("Contractor"), a Limited Liability Corporation for ShoreTel PBX system implementation support as an independent Subject Matter Expert 2. SERVICES Contractor agrees to provide the services and perfo1m the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFOR1'1ANCE 3.1 This Agreement begins on the Effective Date and ends on June 17, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor 's Services shall begin on June 18, 2018 and shall be completed byJ_u_n_e _l ~7,_2_0_19 _____ _ 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit A . 3.3 Time is of the essence for the perfonnance of all the Services . Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time . 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory perfo1mance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 13,260.00 ("Contract Price"), based upon the scope of services, budget and rates included in Exhibit A, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is pe1mitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final arid complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any fill'ther payment or other obligations under the Agreenient. Ci ty Proj ect VOiP Project Impleme ntation Suppo rt Pag e I o f 8 Professio11al/Co nsulling Co ntracls /Vers ion: May 22, 20 18 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by Iaw and have procured a City Business License. 5.4 Subcontractors. Only Contractor's emplo yees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply alI tools, materials and equipment required to perfonn the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under th.is Agreement. Upon City's request, Contractor will provide proof of payment and v,1ill indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfonning this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City infonnation provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its ovvn proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-paity without prior vvritten approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of th.is Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's \:Vritten approval. City Project VO iP Project Implementation Support Page 2 o f 8 Professional/Consulting Contracts /Vers ion: May 22. 2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any t hird party intellectual prope1iy , including but not limited to patented, trademarked, or copyrighted intellectu al property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor or its sub -contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others ; (c) Subsequent additions to the original Services; and/or ( d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benclunarks and deliverables , which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City 's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein , directl y or indirectly, by operation of law or otherwise, without prior v.,Titten consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approva l, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY I SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupertino " will be displayed in all pieces of publicity , includ ing flyers, press releases, posters, brochures , public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City . 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused b y the sole and acti ve negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Ci ty Proj cci VOiP Project Imp lemen ta t ion Suppo rt Page 3 of 8 Professional/Consull in g Contrac/s /Ve rsion: May 22, 2018 hannless City, its City Council , boards and commissions, officers , officials, employees, agents , servants, volunteers and consultants ("Indemnitees"), through legal cow1sel acceptable to City, from and against any and all liability, dan1ages, claims, actions , causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal co sts and expenses related to litigation and dispute resolution proceedings) of every nature , arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or wananties; (b) Negligent or willful acts or omissions committed dming performance of the Services; ( c) Personal injury, prope1fy dan1age , or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information ; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 920 I. At City's request, Contractor will assist City in the defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers ' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or tenninating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perfonn. Contractor is responsible for verifying the employment authorization of employees perfonning the Services, as required by the Immigration Refonn and Control Act. Cit y Projec t VOiP Proj ect Imple mentation Support P age 4 of 8 Professional/Consu lting Contracts /Ve rsion: May 22, 2018 -----·----- 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor la\VS. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor wanants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest fonn if Contractor makes ce1tain govermnental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies . Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Pro ject Manager. The City ass igns Benny Hsieh as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project M anager. Subject to City approval, Contractor assigns Sczrt~ Vt-Ld~y, ______ as its single Representative for all purposes under this Agreement, with authority to oversee the progress and perfom1ance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress \vi.th the work or any delays , as required under the Scope of Services. City w1itten approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services perfo1111ed through the date of abandonment, and will be C ity Projec t VOiP Project Implementation Support Page 5 of 8 Pr ofessio11al/Consulting Contracts !Version : May 22 , 2018 given reasonable time to assemble the work and close out the Services. "\\Tith City 's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may te1minate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment v.rill not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW. VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed v.~th the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil act ion in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the disput e. If the Paiiies elect ai·bitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact . 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-comp laint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. ,vAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature bet\veen the Parties, and supersedes any other agreernent(s) and understanding(s), either oral or VvTitten, 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. City Project VO iP Project Imple mentation Support Page 6 of 8 Professional/Consulling Comracrs /Version: May 22, 2018 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 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 tem1s or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a paiiicular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to ca1Ty out its intent. 25. SURVIVAL All provisions w-hich by their n ature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in \.\.Titing 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 calendai· 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 10 300 Torre Ave., Cupertino CA 95014 Attention: Benny Hsieh Email: Ben nyH@cupe1tino.org 27. VALIDITY OF CONTRACT To Contractor: Com-Strat , LLC -------------1176 Starr Avenue St. Helena, CA 94574 Attention: Chuck Vondra Email: ch uck@com-strat.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23 , as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. C ity Projec t VO IP Project Impl e m e ntat ion Support Page 7 of 8 Prvf essional/Consul!ing Contracts /Version: May 22, 201 8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and watrnnts that Contractor has full right, power, and authority to enter into and cany out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. ------IN-W-I-'f-NE--S-S-WHE-RE0F,the-pruti~nravec-a1rsect-rne t'i:greement tooe executed. CONTRACTOR Com-Strat, LLC Name Charles N. Vondra Title Managing Member Date 6/7/2018 TaxlD. No.: 34-2036019 iVED AS TO FORM: CITY OF CUPERTINO A Municipal Corporation By;;gz4EZL -- Name Bill Mitchell Title ChiefTechnology Officer Date ~. /?). zc;,;g' V.FIERRO ~ o Acting City Attorney GRACESCHM1DT / City Clerk U' • )._I · ( ! City Project VOiP Project Imple mentation Support Page 8 of 8 Professional/Cons11/ting Con tracts /Ve rsion : May 22. 2018 Exhibit A Wi3 COMMUNI CAT ION 11..:::::J s·rRATEGIES · Propo s al for Technolo gy Con s ulting Se rvice s For The City of Cupertino CUPERTINO Presented to: Bill Mitchell Chief Technology Officer By Chuck Vondra Sr. Consultant, Managing Principal (707) 963-5418 Chuck@com -strat .com Kerry Mclachlan Director, Business Developm ent (408) 410-9632 Kerry@com -strat.com Copyright © 2016 Com-Strat, LLC. All Rights Reserved a";3 CO M MUNICATION ~ STRATEGIES The City of Cupertino has completed the purchase of a new ShoreTel PBX system. The City of Cupertino wishes to retain the services of Communication St rategies for the implementation phase. The goal of this engagement will be to support the City of Cupertino and the chosen Vendor of the VoIP system in the successful implementation of that solution. Communications Strategies will function as your independent Subject Matter Expert to ensure that the City of Cupertino's best interests are met in the installation and that the project proceeds along industry accepted best practices. Communication Strategies has been involved in hundreds of Implementations from various Vendors and Manufacturers over the years and will add that experience to your team. To the degree that any of the Project Tasks below can be completed by the City of Cupertino or the chosen Vendor it will be deleted from our Scope of Work as the project proceeds. We will invoice on ly for actual hours worked. " Phase 4 .. lmplem~ntation Support Tasks Quantity Hour.~ . Net HOIJI'$ 4 .01 Evaluate contract, Terms and Conditions, and Scope of Work for 1 4 4 industry best practice and project requirements 4 .02 Manage Customer Legal Approval and Purchasing Process -if Optional 6 TBD required 4.03 Vendor kickoff meeting -deployment plan, installation sc hedule 1 3 3 4 .04 Prepare formal project plan with all vendor and Client resources Vendor to 12 TBD accounted for, establish dependencies, update & manage manage 4.05 Develop business continuity plan 1 2 2 4.06 Telco design, order and follow up on carrier services 1 8 8 4.07 Complex/Difficult Telco ordering process follow up 1 12 12 4.08 VoIP Readiness reme di ation PM -cabling, VLANS, power, LAN, Option 4 TBD WAN, etc. 4 .09 / LAN/QoS De sign Workshops 1 2 2 4.10 Telephony Design Workshops (Call coverage, template design, Option 2 TBD features, class of service, restrictions, dial plan) 4 .11 ACD Design Workshop and follow up (call flows, reporting Option 4 TBD requirements, agent and supervisor functionality) 4.12 Workshops and PM for complex Multimedia Contact Center, IVR, Option 8 TBD Database Integration , Recording Workshop to design Advanced Unified Communications {Instant i 4.13 Messaging, Presence, Collaboration, etc.) Option 4 TBD 4.14 Complete cutsheets with user and phone details Client IT to 24 TBD perform 4.15 Review final call flow documentation, and cut sheets prior to Option 2 TBD database freeze 6/6/2018 www .Com-Strat.com 2 of 2 © 4.16 4.17 4.18 4 .19 4.20 4.21 4.22 4.23 4 .24 4.25 4.26 4.27 4 .28 4 .29 4.30 a,';3 COMMUNICATION ~ STRATEGIES Create and deve lop User Acc eptance Test (UA T) plan (VoIP, 2 2 4 failover} Assist in training format, scheduling, reviewing training materials Option 1 TBD Communication plan to end user community to improve project Opti o n 2 TBD acceptance, and 2 commun ications (email, company meeting} Review, remediate Vendor executed VoIP QoS readiness assessment 2 2 4 Participate in UAT and failover testing according to UAT test plan 1 4 4 and minor remediation as required Plan cut coverage trouble ticket response and escalation Option 2 TBD Port cutover 1 1 1 System cutover coverage I 1 8 8 Manage post inst all punch list and remediation Vendor to 8 TBD manage Assist in liquidation of existing hardware Option 2 TBD Project close out -manage Vendor's system acceptance process and project close-out, review as-built documentation, and final Option 2 TBD exception lists. Lessons learned meeting. Participate in weekly planning meetings (per week} 8 1 8 Miscellaneous emails, PM and follow up -weekly 8 1 8 Prepare weekly meeting notes Vendor to 1 TBD manage Travel Time (1/2 rate) 0 Option TBD Phase 4 Total 68 Plio·ect Time ine I Phase 4: Installation Project Management I 8 t o 10 weeks I Timeline above represents typical intervals based on normal client urgency and availability. Timeline can be shortened or expanded upon request. 6/6/2018 www.Com-Strat.com 3 of 3 © w;3 COMMUNICATION 11.=:t STRATEGIES A gr ee ment for Technology Con sulting -Services This agreement is between Communication Strategies (Com-Strat, LLC) and the City of Cupertino for the purpose of technolo gy consulting services . SCOPE OF WORK: Phase 4 as described above FEES: 68 Hours at $195 .00 per hour for a total of$ 13 ,260 .00 TERMS: All local travel and normal expenses are i ncluded i n ou r hourly rate. Communication Strategies will submit invoices monthly for work performed and payment is net 30 days . The hours quoted are not to exceed figures, and are expect ed (bu t not guaranteed) to f ulfill the Scope of Wo rk proposed. ACCEPTANCE The City of Cupertino 10300 To r re Avenu e Cupertino, CA, 950 14 ere} Title : ------- ~/,~ /ZP/~ ~ I Date: 6/6/2018 Com-Strat, LLC 1176 Sta r r Ave . St . Helena , CA 94574 Nam e A3 1 A ()';vr;l ~'-u , iO. dt?V!dvt._ Title : JN\C'l~S,' }'1& tMe;vu kl-t ,f Date: _r:._,/'-·C?>=· +-'l ;)_~e>~l _'O __ _ www.Com-Strat .com 4 of 4 © EXHIBITD 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. 1NSUR4.NCE POLICIES AND MINIMUMS REQUIRED l. 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 occUirence (ISO Form CG 00 0 I). If a general aggregate limit applies, either the genera l aggregate limit shall apply separate ly 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 availab le 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 in surance 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 in surance/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 prnvisi on 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 . 2. Automobile Liability; ISO CA 00 0 I covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and prope1ty damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer 's Liab i lity Insurance ofno less than $1,000,000 per occurrence for bodily injury or disease. D Not required. Consultant has provided written verification of no employ ee s. 4. Professional Liability for profe s sional acts , errors and omission s , as appropriate to Consultan t's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If \Vritten on a claims made form: a. The Retroactive Date must be shown and must be before the Ef1ective 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 wi t h a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" c overage for a minimum of five (5) years after completion of the Services. OTHER IN SURANCE PROVISI ONS T he aforementioned in s uranc e sha ll be end o rsed a nd ha ve all the foll o wing conditions and prov isions: Exh. D-fnsu r an ce Requirements /or De.~ig n Pr o./ess ion a ls & Consultants Contracts F o rm Updat ed F e b. 201 8 1 Additional Insured Status The City of Cupe1iino, 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 Fonn CG 20 10 (11 / 85) or both CG 20 10 and CG 20 3 7 forms, if later editions are used). Primal)' 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 duringthe Contract tem1. 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 circum stances, with not less than ninety (90) days prior written notice. Exh. D-Insurance Requirements for D esign Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 06/18/2018 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 polic ies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LIC #0E77964 1-925-671-5110 CONTACT Cheryl Kough NAME: Integro Insurance Brokers iA~~NJo l'v+I• 925-852-0420 I FAX IAJC Nol: 925-852-0470 E-MAIL Cheryl.Kough@integrogroup.com 2300 Contra Costa Blvd ADDRESS : Suite 375 INSURER(S) AFFORDING COVERAGE NAIC# Pleasant Hill, CA 94523 INSURER A : SENTINEL INS CO LTD 11000 INSURED INSURER B : HARTFORD ACCIDENT & IND CO 22357 Com-Strat LLC INSURER C : LLOYD' S OF LONDON DBA: Communication Strategies 1176 Starr Avenue INSURER D : INSURER E : St. Helena, CA 94574 INSURER F : COVERAGES CERTIFICATE NUMBER: 53075869 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A BOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHIC H THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE A FFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO A LL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LI M ITS SHOWN MAY HAVE BEEN REDUCED BY P A ID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DD/YYYYl IMM /DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY X X 57SBARH8450 04 /27/J.8 04/27 /19 EACH OCCURRENC E $ 2,000,000 f--0 CLA IMS-MADE 0 OCCUR DAMAG E TO RENTED PREMISES IEa occurrence\ $ 1,000,000 - MED EXP (Any one person) $ 10,000 - PERSONAL & ADV IN JURY $ 2,000,000 - GEN'L AGGREGAT E LI MI T APPLIES PER: GENERAL AGGREGATE $ 4,000,000 H POLICY D r;rgr OLoc PROD UCTS· COMP/OP AGG $ Ex cluded OTHE R: $ A AUTOMOBILE LIABILITY 57SBARH8450 04 /27/18 04 /27 /19 COMB IN ED SIN GLE LIMIT $ 2,000,000 IEa accident\ f-- ANY AUTO BODILY INJURY (Per person) $ f--OWNED -SCHEDULED BO DIL Y INJURY (Per accident) $ f--AU TOS ON LY f--AUTOS X HIRED X NON-OWNED PRO PER TY DAMAGE $ AUTOS ONLY AUTOS ON LY IPer acc identl -f-- $ A X UMBRELLA LIAS HOCCUR 57SBARH8450 04/27/18 04 /27 /19 EACH OCCURRENCE $ 3,000,000 - EXCESS LIAS CLA IMS -MAD E AGGREGAT E $ 3,000,000 OED I X I RETENTIO N$ lO ' 000 $ WORKERS COMPENSATION 04/15/18 04/15 /19 x I ~·\%uTE I I OTH-B AND EMPLO YERS' LIABILITY X 57WECZV1809 ER Y/N ANYPROPR IETO R/PARTNE R/EXECUT IVE ~ N/A E.L. EACH ACCID ENT $ 1,000,000 OFFI CER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under E.L. DISEASE -POLICY LI MI T $ 1,000,000 DESCRIPTION OF OPERATI ONS below C Professional Liability ESG00536588 04/14 /1 8 04 /14 /19 Each Claim 1,000,000 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more space is required) RE: Operations of insured per written contract. Additional Insured(s): City of_ Cupertino, its city council, officers, officials, employees, agents, servants and volunteers . General Liability coverage is primary & waiver of subrogation applies per the attached forms. Applicable Form(s): IH1200 1185, S00080405 & WC040306 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 I ACORD 25 (2016/03) BrunyArgo 53075869 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE USA UL~ © 1988-2015 ACORD CORPORATION . All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 57 SBA RH8450 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PERSON -ORGANIZATION THE CITY OF MILPITAS ITS OFFICERS, OFFICIALS, EMPLOYEES AND VOL UN TEERS 455 E CALAVERAS BLVD MILPITAS, CA 95035 -5 411 CITY OF TURLOCK ITS ELECTIVE AND APPOINTED BOARDS, OFFICERS, AGENTS, AND EMPLOYEES 1 56 S BROADWAY , STE 116 TURLOCK, CA 95380 CI TY OF BURBANK I T S OFFICERS, EMPLOYEES, AGE NT, AND REPRESENTATIVES ATTN: PURCHASING DIVISION PO BOX 6459 BURBANK, CA, 91510-6459 THE CITY OF CUPER T INO, ITS CITY COUNCIL, OFFICERS , OFFICIALS, EMPL OYEES, AGENTS, SERVANTS AND VOL UNTEERS 1 0300 TORRE AVE CUPERTINO, CA 95014 Form IH 12 00 11 85 T SEQ. NO. 002 Printed in U.S.A. Page 001 Process Date: 06/13/18 Expiration Date: 04/27 /19 POLICY NUMBER: 57 SBA RH8450 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNER, LESSEES OR CONTRACTOR CITY OF TURLOCK ITS ELECTIVE AND APPOINTED BOARDS OFFICERS, AGENTS , AND EMPLOYEES 156 S BROADWAY, STE 116 T URLOCK , CA. 95380 THE CITY OF CUPERTINO , ITS CITY COUNCIL , OFFICERS , OFFICIALS, EMPLOYEES , AGENTS, SERVANTS AND VOLUNTEERS 10300 TORRE AVE CUPERTINO , CA 95014 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001 Process Date: 06/13/18 Expiration Date: 04/27 /19 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility _ law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance . An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative . 5. Separation Of Insureds Except with respect to the Limits of Insurance , and any rights or duties specifically assigned in this policy to the first Named Insured , this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 Pol i cy No . 57SBARH845 0 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows : a. Primary Insurance This insurance is primary except when b. below applies . If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess , contingent or on any other basis: (1) Your Work That is Fire , Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages . (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages ans1ng out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured . However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract , written agreement or permit that this insurance be primary . If other insurance is also primary , we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so , but we will be entitled to the insured's rights against all those other insurers . Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss , if any , that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance ; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss , if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part . c. Method Of Sharing If all the other insurance permits contribution by equal shares , we will follow this method also . Under this approach, each insurer contributes equal amounts until it has paid its appl icable limit of insurance or none of the loss remains , whichever comes first. If any of the other insurance does not permit contribution by equal shares , we will contribute by limits . Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total //1 applicable limits of insurance of all insurers. (VTransfer Of Rights Of Recovery Against Others To Us V a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them . This condition does not apply to Medical Expenses Coverage . b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment , including Supplementary Payments , we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations , one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract , Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy , except as provided below : 1. Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations ; or b. In connection with your premises owned by or rented to you . 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations . b. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply: This insurance does not apply to : (1) Any "occurrence" which takes place after you cease to be a tenant in that premises ; or (2) Structural alterations , new Page 18 of 24 construction or demolition operations performed by or on behalf of such person or organization . 3. Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person( s) or organization( s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Sect ion C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment , J but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased , but only with respect to liability arising out of the ownership , maintenance or use of that part of the land leased to you and shown in the Declarations . b. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply : This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land ; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization . 6. Additional Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form 55 00 08 04 05 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply : This insurance does not apply to : (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Additional Insured -Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions : (1) This insurance does not apply to : (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumpt ion of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging , unless unpacked solely for the purpose of inspection , demonstration , testing , or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container ; Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products ; (f) Demonstration , installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which , after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor ; or (h) "Bodily injury" or "property damage" ar ising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to : (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into , accompanying or containing such products . 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person( s) or organization( s) shown in the Declarations as an Additional Insured - Controlling Interest , but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises . Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations , new construction and demolition operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an addit ional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal · and advertising injury" caused , in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. W ith respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services , including: (1) The preparing , approving, or failure to prepare or approve , maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications ; or (2) Supervisory , inspection , arch itectural or engineering activities. 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured -Co - Owner Of Insured Premises , but only with respect to their liability as co-owner of the premises shown in the Declarations . Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is availab le to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods , products or services through: a. (1) Radio; (2) Television ; (3) Billboard; (4) Magazine ; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods , products or services ; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, pr inted material , information or images contained in, on or upon the packaging or labeling of any goods or products ; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form . 4. "Auto" means a land motor vehicle , trailer or semi-trailer designed for travel on public roads , including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical : a. Injury ; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time . 6. "Coverage territory" means: Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 57 WEC ZV1809 Endorsement Number: Effective Date: 04/15/18 Effective hour is the same as stated on the Information Page of the policy . Named Insured and Address: COM-STRA T , LLC 1176 STARR AVE SAINT HELENA CA 94574 / 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. (Th is agreement applies only to the extent that you perform work under a written contract that requires you to obta in 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 addit ional premium for this endorsement shall be 2 % of the Cal ifornia workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain th is waiver of rights from us Countersigned by --------------------Autho rized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 03/06/18 Policy Expiration Date: 04 /15/19