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18-231 Digital Mapping Inc., 3 Aerial Photo AcquisitionCITY OF a DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH Digital Mapping, Inc. CUPERTINO 1. PARTIES This Agreement is made and entered into as of _l _l /_2_0_/2_0_1_8'--------------------- ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Digital Mapping Inc. ("Consultant"), a Corooration for 3" Co lor Aerial Photo Acquisition _______________________________ ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as fm1her specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as othe1wise expressly rejected by City . 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered . Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent othe1wise specified by City in writing. All references to "Services " in the Agreement include Basic Services and Additional Services, unless othe1wise stated in writing. The Services may be divided into separate sequential tasks , as further specified in this Agreement, the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its e1rnrs and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability , and costs resulting from its e1rnrs or omissions. 3. TIME OF PERFORMANCE 3 .1 Term. This Agreement begins on the Effective Date and ends on 06 /30/2019 ----------unless tenninated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit A , Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Pai1ies 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 Exhibit B. City Proj ect 3" Co lor Ae ria l Ph oto Acquisition D es ig n Professional Agreement (s in g le) /Rev. May. 201 8 Page I of I 0 3.3 Time is of the essence for the perfo1mance of all the Services . Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory perf01mance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$ 18 ,000.00 ("Contract Price"), as specified in Exhibit A, 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 pe1mitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $ NI A ("Lump Sum Price") for the complete and satisfact01y perfo1mance of the Basic Services in accordance with Exhibit A. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price propo11ionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $NI A . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses , in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit A. If paid on an hourly basis, Consultant will be compensated for actual costs only of n01mal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime , or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services . The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit A. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed po11ion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services perfo1med by each person; (iii) the time spent per person, in 30 minute increments ; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses . City Project 3" Co lor Aerial Photo Acquisition Design Professional Agreeme nt (s ingle) /Re v. May. 201 8 Page 2 o f 10 b. Rates and Receipts. All hourly rates and reimbursable expenses mu st confmm to the City- approved rates set forth in Exhibit A , which will be in effect for the entire Contract Time . Each invoice must attach legible , dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, pa1tner, or joint venture of the City. Consultant is solely responsible for the means and methods of perfo1ming the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in perfonning the Se1vices. Consultant is not entitled to health benefits, worker's compensation, retirement , or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perfo1m the Se1vices in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be perfo1med by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Se1vices must be perfonned as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant waiTants on behalf of itself and any subConsultants that they are properly licensed, registered , and /or ce1iified to perfmm the Se1vices , as required by law, and that they have procured a valid City Business License. 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 confo1mity to the insurance required of Consultant. The te1ms 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 tools, materials and equipment required to perform the Se1vices under this Agreement. 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 any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its effors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and c01Tect 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 info1mation and use City Proj ect 3" Co lor Aerial Ph oto Acqui s ition Design Professional Ag reement (s in g le) /Rev. 1\lfay. 201 8 Pa ge 3 o f IO it only to perfo1m this Agreement. Consultant shall exercise the same standard of care to protect City infonnation as a reasonably pmdent Consultant would use to protect its own proprietary data. 7 . OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, rep011, map, plan, drawing, specification, data:, record, document, or other info1mation or work, in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-pa11y without p1ior written approval by City 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S. Code , all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City prope11y. If it is dete1mined 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 prope11y, including but not limited to patented, trademarked, or copyrighted intellectual prope11y if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its 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 01iginal Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the 01iginal Services; and/or (d) For other City projects . 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute pai1 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 f01mats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF f01mats. 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 info1mation about Consultant's perfo1mance, benchmarks and deliverables. The records and suppo11ing 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 Consultant will provide City full access to Consultant's books and records for review and audit , to make transcripts or copies, and to conduct a preliminary examination of all the work, data , documents, proceedings, and activities related to this Agreement. If a supplemental examination or City Proj ect 3" Co lor Aerial Photo Acquis ition Des ign Profess ional Agreem ent (s in g le) /Rev. May. 2 01 8 Page4ofl0 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement , City will be provided access to records of reimbursable expenses and the instmments of service/deliverables for review and audit. 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 for the project under this Agreement, during the te1m of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupe11ino " will be displayed in all pieces of publicity, including flyers, press rJ leases, posters, brochures, public service announcements, interviews and newspaper aiticles. No signs may be posted, exhibited or displayed on or about City prope11y, except signage required by law or this Agreement, without prior w1itten approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel , Consultant agrees to indemnify, defend, and hold hannless 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 perf01med in connection with the Agreement, Consultant shall indemnify, defend, and hold hmmless 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 prope11y or other liability of any nature ( collectively, "Liability"), that arise out of, pe11ain 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, expe11 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 hannless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent 1ight or copyright, trade secret, trademark, or service mark or other proprietary or intellectual prope11y rights , which arises out of, pe11ains to , or relates to Consultant 's City Proj ect 3" Co lo r Aeria l Ph oto Acquis iti on Design Profe s s ion a l Agreement (si ng le) /Rev. lvlay . 20 18 Page 5 of 10 negligence, recklessness , or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expe11 fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c " above, Consultant shall indemnify, defend, and hold hannless 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 prope11y , or other liability of any nature arising out of, pe11aining to, or relating to the perfo1mance of this Agreement by Design Professional , its employees , officers , officials , agents or subconsultants, including liability based on breach of contract, obligations, or waiTanties , or any unauthorized use or disclosure of City 's confidential and proprietary info1mation . 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 constmed 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 rel ated costs will be limited to its propo11ionate share of fault, as dete1mined by final decision by a com1 of competent jmisdiction, subject to any applicable exceptions in Civil Code section 2782 .8 . 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, expe11 fees , and all other costs and expenses related to a claim or counterclaim, a purchas e 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 te1mination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory ce11ificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and e xpiration dates of coverage . Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment autho1ization of employees perfo1ming the Services , as required by the Immigration Refo1m and Control Act, or other federal or state law, mle or regulation. City Proj ect 3 " Co lor Aerial Photo Acquisition Design Profession al Agree m en t (s in g le) /Rev. May. 20 18 Page 6 of 10 13.2 Labor Laws. Consultant shall comply with all labor laws applic able 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 cla ss ification . Consultant shall comply with all anti-discrimination laws , including Government Code Section 12900 and 11135 , and Labor Code Section . 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and disc1imination by Consultant or any of its subConsultants 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 wanants that no public official, employee , or member of a City board or c01mnission who might have been involved in the making of this Agreement, has or will rec eive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq . Consultant may be required to file a conflict of interest fonn if Consultant makes ce1iain governmental decisions or serv es 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 contra ctual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's mies governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or tenninating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the 1ight to seek indemnification under Section 11 . Consultant agrees to indemnify, defend, and hold City haimless from and against any los s, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Proj ect Manager for all purposes under this Agreement will be Teri Gerhardt , who shall have the authority to manage this Agreement and oversee the progress and perfonnance of the Services . City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's re as onable appro v al, Consultant 's Project Manager for all purposes under this Agreement will be Gencaga Aliyazicioglu who shall be the single representative for Consultant with the autho1ity 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 Per fo1mance, and providing regular updates to the City's Project Manager on the Project status , progress , and any delays. City written approval is required p1ior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. C ity Proj ect 3" Co lor Ae ria l Photo Acquis ition Des ig n Professional Agreem ent (s in g le) /Rev. May. 20 18 Page 7 o f IO 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thi1iy (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 ofthis Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may tenninate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thi1iy (30) calendar days p1ior 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. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rnles which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Comt for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, mles, and regulations of the autho1ities having jurisdiction over this Agreement ( or the successors of those authorities). If a dispute mises, Consultant must continue to provide the Services pending resolution of the dispute . If the Paities elect arbitration, the arbitrator's award must be supp01ted by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/tennination 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 te1m , provision, covenant or condition, or a subsequent breach, whether of the same or a different character. City Proj ect 3" Co lor Aerial Ph oto Acquisiti on Desig n Professiona l Agreement (s in g le) /Rev. May. 20 18 Pa ge 8 o f I 0 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Pa11ies, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Pat1y's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this 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 infetTed in this Agreement. Either patty may request an amendment to cure any mistaken inse1tion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a patt of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any te1m or provision of this Agreement, or their application to a patticular situation, is found by the coutt 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 te1ms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confomed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce1iified, or the next business day following electronic submission: To City of Cupertino 10300 Ton-e Ave. Cupe1iino CA 95014 Attention: Teri Gerhardt Email: terig@cupertino.org City Pr oject 3" Co lo r Ae rial Ph oto Acquisiti o n To Consultant:Digital Mapping Inc . 21062 Brookhurst St., Suite IOI Huntington Beach , CA 92646 Attention: Gencaga Aliyazicioglu Email: cgooch@psomas.com Des ig n Professional Agreement (s in g le) /Rev. May. 2018 P age 9 of 10 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 fonn by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and wanants that Consultant has the right, power, and authority to enter into this Agreement and cany out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legallybinding obligation of Consultant. This Agreement may be executed in counterpaits, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the pa1ties have caused the Agreement to be executed on the Effective Date stated earlier in thi s Agreement. CONSULTANT By-c1q_~-"-=-.:::...,L-=:....-'-~~-,+ Na1 ----------- T~e CFO, Project Manager Date 11 / 19 / 2 O 18 Tax I.D. No .: 3 3 -03145 91 Cupertino Acting City Attorney ATTEST: n,/ ~4,cft GRACE SCHMIDT / )__.,/ b .-, P' City Clerk t 0 City Project 3" Color Aerial Photo Acq uisition CITY OF CUPERTINO A Municipal Co1poration By~ Name x3, ~? /vfK"~ Title c! 7c? Date II/; "1 ljc'/c:!- 7 / Des ign Professio11al Agreeme11t (single) /Rev. May . 2018 Page !Oof!O City of Cupertino Orthophotography CUPERTINO TABLE OF CONTENTS I. Fee SCHEDULE .................................................................................................................. 1 A. Orthophotography Fee Schedule ............................................................................ 1 N. SPECIFICATIONS ............................ -................................................................................. 1 A. · Project Overview ....................................................................................................... 1 B. Project Area and Geogrnphic Perspective ............................................................. 2 C. Existing Aerial Imagery and GIS Data ................................................................... 2 VI. SCOPE OF WORK ............................................................................................................. 2 A. Information Supplied by Cupertino ....................................... : ............................... 2 B. Ground Control ......................................................................................................... 3 C. Color Digital Aerial Photography: High Resolution, High Accuracy, Full Color ....................................................................................... 3 D. Analytical Aerial Triangulation (A.I:) ................................................................... 5 E. Digital Orthophotography Mapping ..................................................................... 6 F. Image File Tiling Scheme ......................................................................................... 7 G. Position Accuracy/ Quality Control of Orthophotography ................................ 7 H. Acceptance ................................................................................................................. 8 VII. SUMMARY OF DELIVERABLES .................................................................................... 8 A. Reference Coordinate System ........................ '. ........................................................ 8 B. Project Management Schedule ................................................................................ 8 C. Project Documents .................................................................................................... 9 D. ProjectData ..................................... , .......................................................................... 9 E. Delivery Time and Schedule ................................................................................. 10 F. Acceptance Testing ................................................................................................. 10 VIII. EXHIBITS .......................................................................................................................... 11 4. City of Cupertino Project Tiles and Extent ............................................. 11 -i- I. FEE SCHEDULE Fee Schedule for Cupertino orthophotography. No payment will be made until each grid tile d elivered as a ti.£. as well as delivery one MrSID file encompassing the entire project area are accepted (see acceptance standard section "H"). A-Orthophotography Fee Proposal ITEM DESCRIPTION Extended Fee 1 DMC-Digital Mapping Camera-ABGPS-IMU aerial data $16,750 images and to create 3 inch Color Digital Orthophotography tiff files using Cupertino tiff grid 2 3inch Color Digital Orthophoto MrSID file & tif tiles $1,250 Total Aerial Orthophotography Fee $18,000 * Single Tile is 2,000 'x3,000 ' *** MrSID-Multires olution s ea mless image d a tabase image file format from Lizard Tech. IV. SPECIFICATIONS A. Project Overview 2019 Digital Orthophotography. The main deliverables shall consist of neat tiled color, 3" pixel resolution digital orthophotography flown January-February (latest) 2019. Aerials shall meet National Map Accuracy Standards (ASPRS) for a map scale of 1:1200 (1" = 100'), Class 1 (1' RMSE), LAS 1.4. Cupertino, will utilize these products for the purposes of land records management, infrash·ucture management, engineering predesign, map production, Geographical Information Systems and Land Information Systems (GIS/LIS) activities, 3D rendering, and various land data analyses. In order to meet the suitability requirements for the aforementioned applications, it is necessary that the products be of sufficient accuracy and precision to meet the specifications contained herein. Contiguous grid tiles, measuring 2,000'x3,000' (approximately 0.22 square mile) in size shall be the unit of measurement used to clip aerial for tiff export. The Cupertino Boundary Shapefile Provided defines project area extents. Page 1 of 17 B. Project Area and Geographic Perspective City of Cupertino Extended Boundary -22 square miles* (Exhibit 1) City of Cupertino -The City of Cupertino incorporates an area of approximately 11 square miles and is located approximately 43 miles southeast of the City of San Francisco and approximately 10 miles west of the City of San Jose. The City of Cupertino shares a northern border with City of Smmyvale and City of Los Altos, western border with the County of Santa Clara unincorporated area, southern border with the City of Saratoga, and an eastern border with the City of Santa Clara and City of San Jose. Map Coordinates: 37°19'3"N 122°2'31"W. C. Existing Aerial Imagery and GIS Data Cupertino have previously acquired a 2018 aerial imagery deemed as the benchmark for "leaf-off" color tones and balances. This imagery is typically used as a background for street utilities, road edges, sidewalks, etc., and desires DMI to maintain similar color tones and balances for the new 2018 project aerial imagery and orthophotography . VI. SCOPE OF WORK The DMI will furnish all labor, materials, transportation, tools, supplies, equipment, etc., necessary for the following work. The proposed project involves the following components: color digital aerial photography acquisition, analytical aerotrianguation, and digital orthophotography mapping. A. Information Supplied by Cupertino Cupertino completed a digital orthophotography project in 2018. The following data will be made available to DMI: 1. 2018 Orthophotography (sample 2,000'x3,000' tile) m TIFF and JPG format. 3. 2,000'x3,000' aerial photo sheet neat grid tiles covering the project extents in ESRI shapefile. Page 2 of 17 4. Cupertino boundary extents in ESRI shapefile format. CUPERTINO IS FURNISHING THIS DIGITAL DATA ON AN "AS IS" BASIS WITHOUT ANY SUPPORT WHATSOEVER AND WITHOUT REPRESENTATION OR WARRANTY, INCLUDING BUT NOT IN ANY MANNER LIMITED TO, FITNESS, MERCHANT ABILITY, AND COMPLETENESS OF THE DIGITAL DATA. B. Ground Control 1. General A sufficient number of horizontal and vertical targeted ground control points shall be determined by DMI for Cupertino's orthophotography project extent. DMI shall work with Cupertino's Project Manager to finalize exact specifications for coordinate system and horizontal and vertical datum prior to targeting and any other aspects of the project dependent on these determinations. 2. Targeting The designated ground control points will be responsibility of the DMI' s surveyor. Cupertino will accept input from the Contractor on the final location of ground control prior to finalization of the ground control network and QC points. Photographic operations must be coordinated with the placing of targets on the ground so that minimum time will elapse between the targeting and photographic operations. All targets will be in place one (1) day prior to flight date. C. Color Digital Aerial Photography: High Resolution, High Accuracy, Full Color 1. Digital Aerial Camera The photography shall be collected utilizing a direct digital aerial mapping camera without the use of film. The digital aerial camera system used for the project must be the same as that identified in the quote provided by DMI. The digital aerial camera system must be equipped with GPS and inertial measurement unit (IMU) systems. Page 3 of 17 2. Photographic Conditions Color Aerial photography shall be acquired during the January /February 2019 timeframe. Photography will not be taken when the ground is obscured haze, fog, dust, or when cloud shadows will appear on more than 5 percent of the area in any one photo. Image acquisition will take place when the sun angle is below 30 degrees from horizon, or greater, typically between the hours of 10:00 a.m. to 2:00 p.m. Pacific Time. 3. Photographic Scale The photos shall be at a resolution suitable for generating digital orthophotography with 3" pixel resolution and a scale sufficient for 1"=100' map scale (1:1200), ASPRS class 1 (1' RMSE). The maximum flight height required to obtain the output scale requirements and accuracy required for this project shall be considered and documented in the proposal. 4. Flight Planning The aerial photography acquisition plan will outline DMI' s intended flight plan, including proposed date and time of photography, flight height, scale, flight lines, Endlap and Sidelap, plaimed aerial equipment, materials, and relevant quality control procedures. Endlap coverage shall be at least 60 degrees and Sidelap shall be at least 40 degrees. Crab must not exceed 5 degrees between any two consecutive flights, nor more than 3 degrees from vertical on any one flight line. At the earliest opportunity, new imagery must be acquired to replace rejected photographs or flight lines. The aerial acquisition will extend two exposures beyond the mapping limits to obtain full orthophotography images and to reach pretargeted ground control points, as necessary. Full Analytical Aerial Triai1gulation (F AAT) techniques shall be used in conjunction with ground control to establish a consistent horizontal datum for the entire project area. 5. Reflights DMI, at no additional fee, must correct aerial imagery that does not meet defined specifications. All reflights must be centered on the plotted flight lines and photography must be acquired with the same camera system used in the original flight. Page 4 of 17 6. Aircraft and Crew Members Aircraft must be maintained and operated in accordance with the regulations of the Federal Aviation Administration. D. Analytical Aerotriangulation (A.T.) 1. Accuracy Requirements The aerotriangulation shall be sufficient to support soft copy digital photogrammetric feature accuracy requirements outlined by ASPRS Class 1 standards for 1" = 100' map scale, as described in the USACE Engineering and Design Manual for Photogrammetric Production. 2 . Aerotriangulation Report At the completion of the fully analytical aerotriangulation, DMI will deliver one copy of the aerotriangulation report that will include, but not be limited to, the following: All misclosures at ground control points with and without use of checkpoints. • • • • • • Computer printout of the final adjusted aerotriangulation solution to horizontal and vertical ground control. The printout should contain the final project coordinates for all ground control points. Identification of all points which were included in the initial solution and were subsequently discarded with an explanation of the reasons for being discarded. Identification of the weighting factors applied to all points used in the final solution. A digital file containing the coordinate data . Narrative: The report shall include a brief narrative tying togetl1er the items listed above, as well as descriptions of laboratory equipment, procedures, and computer programs used. Root Mean Square Error (RMSE) summaries . Page 5 of 17 E. Digital Orthophotography Mapping 1. Geo-referencing California State Plane Zone 3 Coordinate System referenced to the 2011 High Accuracy Reference Network, (HARN), NAD83 (2011). 2. Imagery Resolution 1"= 100' scale 24-bit natural color digital orthophotography with a 3" image pixel resolution, to include 256 levels of value for each color band, (red, green, and blue), shall be produced for the Project Area (see Exhibit 1). 3. Rectification Overpasses/bridges along roadways shall retain correct horizontal location and geomehT. Feahues (especially roads under the overpass) that approach the w1derside of the overpass/bridge shall be rectified to their correct ground locations. The practice of assuming the DEM under and around the elevated overpass is at the same elevation as the overpass for purposes of orthorectification is unacceptable. Some smears will be allowed where the DEM surface is near vertical between the overpass/bridge and the ground beneath and imagery is missing due to the perspective view. These smears shall be patched from similar nearby imagery whenever practical to do so. Smears shall generally be removed except in situations preapproved by Cupertino. 4. Image Quality and Tone Balancing DMI is expected to identify the quality assurance and checking procedures that will be employed to guarantee proper tone balancing and overall image quality. The images should differentiate and highlight the roadway pavement and features such as manholes, valves, etc; and not the green vegetation. Generally, this is achieved by selecting "cool-tone" green hues image pixel coloring rather than "warm-tone" red color hues. The Contractor shall remove a majority of sun flares on water bodies prior to delivery by inserting nonflared pixels of similar characteristics. Past experience indicates that a single airplane requires a minimum of two days to complete this project. Page 6 of17 5. Mosaicking The digital images are to be edge matched with no pixel gaps between geographic partitions. DMI will ensure that mosaic lines shall not cross through buildings, bridges, or other fabricated structures not at ground level. Join lines between overlapping images shall be selected by the DMI to minimize tonal variations and visible join lines. Visible seams or suhues within a tile or between tiles, which exhibit a noticeable "edge" or "displacement" effect, will be grounds for rejection of that tile. Among the deliverables for this project is a digital file containing the seam lines used in the mosaicking process. 6. Image Tiles Format After final acceptance of the raw images, orthophotography imagery shall be created as 3" pixel resolution, TIFF orthophotography with associated TFW (Tiff File World), GeoTIFF, for each grid. The compression ratio for MrSID shall be approximately 20:1. F. Image File Tiling Scheme The delivery of the orthophotography shall be tiled and provide seamless coverage. Cupertino will provide the Conh·actor with the seamless 2,000' x 3,000' neat tile grid. The aerial image and orthophotography shall fill the entire 2,000'x 3,000' neat tile grid with no "blacked out" or "masked" fill. G. Positional Accuracy/Quality Control of Orthophotography The National Standard for Spatial Data Accuracy (NSSDA) will be applied to the orthophotography to determine if project accuracy standards have been satisfied. The NSSDA uses root mean square error (RMSE) to estimate positional accuracy. Accuracy is reported at the 95 percent confidence level. Cupertino will view each delivered orthophotography image format readable by ESRI' s ArcMap. The XY coordinate position of approximately 16 readily identifiable objects (Check Points), evenly distributed across the project area and visible on the delivered orthophotography, will be determined. This coordinate value will be compared with the XY coordinate position of the same object located in the field using Real Time Kinematic, (RTK), and Global Positioning System (GPS). Page 7 of 17 To meet project horizontal accuracy standards, 95 percent of the Check Point positions must meet the project accuracy standards specified by the project orthophotography and topographic mapping specification. H. Acceptance DMI delivery of each grid tile as a tif. as well as delivery one MrSID file encompassing the entire project area, shall be subject to review by Cupertino. Cupertino shall identify any tile which does not meet the specifications for image quality, topography, positional accuracy described herein and shall clearly identify the issue(s) and notify DMI. DMI shall coordinate with Cupertino to correct the issue(s) and resubmit the delivery for final Citys' review and acceptance. DMI shall make any and all corrections necessary to guarantee that all orthophotography meet the described project standards prior to the project deadline. The acceptance of any item by Cupertino shall not preclude subsequent rejection if such an item is later found to be defective . Any defects detected in any of the deliverables after completion of the project and before June 30, 2019, shall be corrected by the Contractor at no additional cost to Cupertino. VII. SUMMARY OF DELIVERABLES A. All project data shall be referenced to the California State Plane Zone 3 Coordinate System: Horizontal Datum: Vertical Datum: Unit of Measure: Datum: NAD 83 (2011) NAVD 1988 U.S. Survey Foot NAD _1983 _StatePlane_ California_III_FIPS_0403 _Feet DMI will be responsible for producing and delivering the following: ( digital project documents may be in either Microsoft Word or Adobe PDF format, GIS data shall be in ESRI file geodatabase or shapefile format. B. Project Management Schedule Cupertino has established the following tentative dates for project initiation, project deliverables, and project completion. DMI shall provide regularly scheduled planning and progress meetings with applicable agency project staff. DMI shall follow the outlined schedule of deliveries and coordinate with the City if a delivery item cannot be met. Page 8 of 17 Project Delivery Schedule Item Milestone Date 2 Completion of Targeting and Ground Control Points Delivery January 2019 Between Beginning 3 Aerial Imagery Acquisition of January to late-February 2019 5 Orthophotography Delivery 30 Working Days Postflight 12 Project Completion End of April 2019 C. Project Documents 1. Project Plan (methods, recommendations, and procedures to complete the project)-digital copy. 2. Flight Line Index Map-digital copy, GIS data. 3. Aerial Photography Report-digital copy. This report is a summary detailing specifications, standards, procedures, techniques, and processes used during aerial imagery acquisition and processing. The report shall include the acquisition/ flight date, all maps, flight lines, descriptions of equipment, techniques, and methodologies used during the project. 4. Aerial Triangulation Report-digital copy. 5. Metadata-digital copy. 6. Project documents may be delivered on DVD media that can be read on a DVD+ ROM drive or CD, ftp, cloud hyper link download, or mutually agreed method between DMI and Cupertino. D. Project Data 1. Color digital orthophotography tiles with 3" pixel resolution delivered in Geo-TIFF, each image file named using the Cities assigned grid tiles numbers. 2. Ground control points set and reestablished, in Point, Northing, Easting, Elevation, Descriptor (PNEZD) format, digital file, AutoCAD dwg, and ESRI's file geodatabases format. Page 9 of 17 3. One copy of final digital orthophotography, in compressed MrSID image file format, created by mosaicking the 3" pixel resolution digital orthophotography representing each of the tiles. Compression ratio shall be approximately 20:1. All products and services produced for this project become the sole property of Cupertino and cannot be used or reproduced without written permission. Cupertino have the right to grant or deny any request. E. Delivery Time and Schedule It is expected that all work (including corrections) shall be completed as listed in the project schedule. The project should proceed according to the proposed Project Schedule and data shall be delivered on, or before, the dates stated. Initial delivery to Cupertino of each deliverable phase may be made on DVD or method agreed to by Cupertino and DMI. Errors and/ or omissions found by Cupertino shall be corrected before final acceptance. F. Acceptance Testing Cupertino shall conduct acceptance testing in accordance with Scope of Work. Page 10 of 17 Exhibit 1 City of Cupertino Project Tiles and Extents •• J "' l < .. ! • • ,. D Projed Af'!:.s Grid Tile.s [200 O' x 3000') :CJ Ci ty Boundary I r 9 ' .•o•'vu a. ','r.::lb- !:l-'1'1 l a .. , ~ SoLr e<?:; E..so.HEF.E 81 ~orrn1?, uS-Os. lnt '!'rrr ai; .. c:-a-m:,t~crp NRCAN ,Ea r1 Japan. fen .Es nCi11er-.1ui, {Hon; Ko g:) Es 11 /Th3 dand), r_ Tom, .h~m}1nd1:1 ® OpenSU~!:lt~alpt::o ntnou Dts, a.1.d ~ GIS U!.er Conrr,i.:11ty <-,:J, M .. cc. -.~ tJ.tCn Page 11 of 17 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 Californi a and acceptable to City. INSURANCE 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 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 Fonn CG 25 03 or 25 04) or it shall be twice the required occmTence 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 . 2. Automobile Liability: ISO CA 0001 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. D Not required. Consultant has provided writte n ve rification ofno 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 fora 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 : Ex h. D-In s uran ce R equirements fo r D es ig n Professionals & Con s ultants Contracts Form Updated F eb. 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 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 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 lin1its 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 . Ex h. D-Insuran ce R equirements for D es ign Profess ionals & Con s ultants Contracts Form Updat ed F eb. 2018 2 DIGIMAP-01 AROSENTRETER ACOR D " CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD IYYYY) ~ 11/15/2018 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 i n lieu of such endorsement(s). PRODU CER License# 0110893 ~~~l~cr Laura Lincoln Vista International Ins. PHONE I FA X 1318 Redwood Way, Suite 250 (A/C, No, Ext): (A /C, No): Petaluma , CA 94954 ioMl~~s s , llincoln@vistainternational.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A : Continental Casualtv Comoanv 20443 INSURED INSURER B : Allmerica Financial Benefit 41840 Digital Mapping Incorporated. INSURER c: Nat"I Union Fire Ins Co of Pit 19445 21062 Brookhurst Street #101 INSURER D : State Comoensation Ins. Fund 35076 Huntington Beach, CA 92646 INSURER E : The Hanover Insurance Co. 22292 INSURER F : COVERAGES CERTIFICATE NUMBER · REVISION NUMBER· THI S IS TO C ERTIFY THAT THE POLI CIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IN SURED NA MED ABOVE FOR THE POLI CY PERIOD INDI CATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI S CERTIFICATE MAY BE IS SUED OR MA Y PERTAIN , THE IN S URANCE AFFORDED BY THE POLI CIES DES C RIBED HEREIN IS SUBJE CT TO ALL THE TERMS , EX CLUSION S AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAV E BEEN REDU C ED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NU MBER POLICY EFF POLIC Y EXP LIMITS I TR '""D WVD '"" DD IYYYY \ /MM /DD NYVY \ A COMMERCIAL GENERAL LIABILITY EAC H OCC URR EN CE $ 2,000,000 -~ CLAIM S-MAD E CK] OCC UR DAMAG E TO RENTED X X 6045387093 11/28/2018 11/28/2019 PREMI SES (Ea occ urrencel $ ME D EXP (Anv one oerson l $ 10,000 - PE RSO NAL & ADV INJU RY $ 2,000,000 - 4,000,000 GEN 'L AGGREGATE LIMIT APPLIE S PER: GENE RA L AGGREGATE $ Fl POLI CY O ~r8r O LOG PRODU CTS -CO MP/O P AGG $ 4,000,000 OT HE R: $ B AUTOMOBILE LIAB ILITY CO MBINED SINGL E LIMIT 1,000,000 (Ea acc id entl $ f-- ANY AUTO AWFD275654 11/28/2018 11/28/2019 BODILY INJU RY (Per oerso nl $ f--OW NE D ~ SC HEDULE D AUTOS ONLY X AUTOS BODIL Y INJUR Y (Per accide ntl $ f--f-- X HI RED X NON-OWNED /p~?~2°c~~~t~AMAG E $ ~ AUTO S ONLY f--AUT OS ONLY $ C X UMBRELLA LIAB ~ OCC UR EAC H OCC URREN CE $ 4,000,000 ~ EBU028019670 06/07/20 18 06/07/2019 4,000,000 EXCESS LIAB CLA IMS-MA DE AGGR EGATE $ X OED I I RETENTI ON$ $ D WORKERS COMPENSATION X I ~f f TuTE I I OT H- AND EMPLOYERS ' LIABILITY ER Y/N X 1622827 04/01/2018 04/01/2019 1 ,000,000 ANY PR OPRIETOR/PART NE R/EXECUT IV E D E.L. EACH ACC IDENT $ OFF ICER/M EMBER EXC LUD ED? N/A 1,000,000 (Mandatory in NH) E.L. DI SEAS E -EA EMPLOYEE $ If yes. desc ribe und er DESC RIPTI ON OF OPE RATI ONS be low E.L. DI SEAS E -POLI CY LIMIT $ 1,000,000 -E Professional Liab LHFA792190-07 11/28/2017 11/28/2018 Per Claim 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Additi onal Remarks Schedul e, may be attached if more spa ce Is requir ed) Re : Color Aerial Photo Acquisition City of Cupertino, its City Council, Boards and Commissions, Officers, Officials, Employees , Agents, Servants, Volunteers and Consultants are included as Additional Insureds as required by written contract in respects to General Liability, per attached. The General Liability policy evidenced herein is Primary & Non-Contributory where required by written contract with the Named Insured. A Waiver of Subrogation is granted in favor of the Additi onal Insureds with respects to General Liability and Workers Compensation in accordance with the policy's provisions, per attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino -City Hall THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Avenue Cuperti no, CA 95014 AUTHORIZED REPRESENTATIVE I c}f~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved . The ACORD name and logo are registered marks of ACORD =--!!!!!!!!! = CNA SB300176C (Ed. 04/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS LIABILITY EXTENSION WITH OFFICE POLLUTION LIABILITY COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM - BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE OF LIMITS FOR OFFICE PREMISES LIMITED POLLUTION LIABILITY COVERAGE Each Pollution Incident Limit $1,000,000 Pollution Liability Aggregate Limit $2,000,000 (If no entries appear in the above Schedule, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Table of Endorsement Contents Item# Topic Name Changes to Section A. Coverages 1. Enhanced Supplementary Payments Changes to Section B. Exclusions 2. Extended Property Damage Coverage 3. Contractual Liability for Personal and Advertising Injury Changes to Section C. Who Is An Insured 4. Additional Insureds: State or Political Subdivisions -Permits, State or Political Subdivisions, Controlling Interest, Managers or Lessors of Premises, Mortgagee, Assignee or Receiver, Co-owner of Insured Premises, Lessor of Equipment 5. Fellow Employee First Aid 6. Retired Partners, Members, Directors, and Employees 7. Participation in Professional Joint Ventures 8. Blanket Additional Insured with Products-Completed Operations Coverage and Blanket Waiver of Subrogation 9. Amendment -Aggregate Limits of Insurance (Per Project) Changes to Section F. Definitions 10. Extended Bodily Injury 11. 12. Contractual Liability -Railroads Office Premises -Limited Pollution Liability Coverage 1. Enhanced Supplementary Payments The values shown in paragraph 1.f., Coverage Extension -Supplementary Payments, of Section A. Coverages are amended as follows : A. The amount shown in paragraph (b) for bail bonds is amended from $1,000 to $3,000 . B. The amount shown in paragraph {d) for actual loss of earnings because of time off work is amended from $250. per day to $300. per day . SB300176C (Ed. 04/14) Page 1 of 12 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. Extended Property Damage SB300176C (Ed. 04/14) Exclusion 1.a ., Expected or Intended Injury, of Section B. Exclusions Applicable to Business Liability Coverage, is deleted and replaced with the following : This insurance does not apply to : a. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 3. Contractual Liability for Personal and Advertising Injury Exclusion 1.p.(5) of Section B. Exclusions Applicable to Business Liability Coverage, is deleted . 4. Additional Insureds Section C. Who Is An Insured is amended to include the following additional insureds, subject to the provisions stated below: A. State or Political Subdivisions -Permits 1. This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. 2. This insurance does not apply to: a. "Bodily injury," "property damage," "personal and advertising injury" arising out of operations performed for the state or municipality; or b. "Bodily injury" or "property damag e" included within the "products-competed operations hazard ." B. State or Political Subdivisions A state or political subdivision subject to the following provisions : 1. This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies : a. The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances , coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. The construction , erection, or removal of elevators. 2. This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. · This insuranc e does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. C. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: 1. Their financial control of you; 2. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. D. Managers or Lessors of Premises A manager or le sso r of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1 . Any "occurrence" which takes place after you cease to be a tenant in that premises; or SB300176C (Ed. 04/14) Page 2 of 12 Copyright CNA All Rights Reserved . Includes copyrighted material of Insurance Services Office, Inc., with its permission ... = = SB300176C (Ed . 04/14) 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. E. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you . This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. F. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co- owners liability as co-owner of such premises. G. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded, these additional insureds, the following additional exclusions apply: This insurance does not apply: 1. To any "occurrence" which takes place after the equipment lease expires; or 2. To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs A. through G . abo.ve does not apply to "bodily injury" or "property damage" included within the "products-completed-operations hazard." 5. Fellow Employee First Aid Paragraph 2.a.(1)(d) of Section C. Who Is An Insured is deleted and replaced with the following: However none of these "employees" is an insured for: (d) "Bodily injury" or "personal and advertising injury" arising out of his or her providing or failing to provide professional health care services. However this restriction does not apply to first aid administered by an "employee" who is not an employed doctor or nurse. 6. Retired Partners, Members, Directors, and Employees Paragraph 2. of Section C. Who Is An Insured is amended to include the following as insureds: Individual persons who are retired partners, members, directors or employees are also insureds, but only for "bodily injury," "property damage," "personal and advertising injury" that results from services performed for you under your direct supervision. 7. Participation in Professional Joint Ventures A. The following paragraph 5. is added to Section C. Who Is An Insured: 5. You are also an insured for your participation in a past or present joint venture that is not named on the Declarations, but only if such joint venture meets all of the following criteria: a. Each and every one of your co-venturers are architectural, engineering or surveying firms; b. The joint venture has no direct employees; and c. The joint venture does not own, rent or lease any real or personal property . However, you are insured only for the conduct of your business within such a joint venture. You are not insured for liability arising out of the acts or omissions of other co-venturers, nor of their partners, members or employees. SB300176C (Ed. 04/14) Page 3 of 12 Copyright CNA All Rights Reserved. Includes copyrighted material of In surance Services Office, In c., with its permission . SB300176C (Ed. 04/14) This insurance is excess over any other insurance available to such a joint venture, whether primary, excess, contingent, or on any other basis. B. The last paragraph of Section C. Who Is An Insured is deleted and replaced by the following: Except as provided in 5. above, no person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations . 8. Blanket Additional Insured with Products-Completed Operations Coverage and Blanket Waiver of Subrogation The following is added to Section C., • Who is an Insured: A. The Businessowners Liability Coverage form is amended to include as an insured, any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement, but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled Liability and Medical Expenses Definitions -"Insured Contract" (Section F., item 9.), within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products-completed operations hazard" unless required by the written contract or written agreement. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services, including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings , opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as a construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury ," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises . C. Businessowners General Liability Conditions -Duties in the Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part ; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this coverage part. SB300176C (Ed. 04/14) Page 4 of 12 Copyright CNA All Rights Reserved . Includes copyrighted material of Insurance Services Office, Inc., with its permission. -!'!!!!!!!!!!!!! SB300176C (Ed . 04/14) We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. Other Insurance (Section H.2. and H.3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insuran ce is excess over any other insurance naming the additional insured as an insured whether primary , excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" if no other insurer defends, we will unde rtake to do so, but we will be entitled to the additional insured 's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance . 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 D eclarations of this Coverage Part . E. Transfer of Rights of Recovery Against Others To Us {Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "produc ts-completed operations hazard ." 9. Amendment-Aggregate Limits of Insurance {Per Project) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A.1., and for all medical expenses caused by accidents under Coverage A.2 ., which can be attributed only to ongoing operations at a single construction project: 1. A separate Construction Project General Aggregate limit applies to each construction project. The Construction Projec t General Aggregate limit is equal to the amount of the General Aggregate limit shown in the Declarations . 2. The Construction Project General Aggregate limit is the most we will pay for the sum of all damages payable under Coverage A.1., except damages because of "bodily injury" or "property damage" included In the "products-completed operations hazard," and for medical expenses payable under Coverage A.2. regard less of the number of: a . Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits." 3. Any payments made under Coverage A.1. for damages or under Coverage A.2. for medical expenses sha ll reduce the Construction Project General Aggregate limit for the applicable construction project. Such payments shall not reduce the General Aggregate limit shown in the D eclara tions nor shall they reduce any Construction Project General Aggregate limit applicable to other construction projects . SB300176C (Ed. 04/14) Page 5 of 12 Copyright CNA All Rights Re se rved. Includ es copyrighted material of Insurance Services Office, Inc., with Its permission . SB300176C (Ed. 04/14) 4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises Rented to You, and Medical Expenses continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate limit. 8. For all sums which th e insured becomes legally obligated to pay as damages caused by "occurrences," and for all medical expenses caused by accidents, which cannot be attributed only to ongoing operations at a single construction project: 1. Any payments made under Coverage A.1. for damages or under Coverage A.2. for medical expenses shall reduce the amount available under the General Aggregate limit or the Products/Completed Operations Aggregate limit, whichever is applicable; and 2. Such payments shall not reduce any Construction Project General Aggregate limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products/Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor any Construction Project General Aggregate limit. D. If a construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project . E. The provis ions of the Limits Of Insurance section not otherwise modified by this endorsement shall continue to apply as stipulated . 10. Extended Bodily Injury Definition 3. "Bodily Injury," of Section F., Definitions, is deleted and replaced with the following : 3. "Bodily Injury" means bodily injury, sickness or disease, mental injury or mental anguish sustained by a person, including death resulting from any of these. 11. Contractual Liability -Railroads With respect to operations performed within 50 feet of railroad property, the definition of "insured contract" in Section F., -Definitions is replaced by the following: 8. "Insured Contract" means : a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c . Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization . Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f . does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: a. Preparing, approving or failing to prepare or approve maps, shop drawings, opinions , reports, surveys , field orders, change orders or drawings and specifications; or b. Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage . SB300176C (Ed. 04/14) Page 6 of 12 Copyright CNA All Rights Re served. Includes copyrighted material of Insurance Services Office, Inc., with its permission. = = -- S8300176C (Ed . 04/14) (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including thos e listed in paragraph (1) above and supervisory, inspection , architectural or engineering activities. 12. Office Premises Limited Pollution Coverage This Office Premises Limited Pollution Coverage section of the Architects, Engineers and Surveyors Extension endorsement modifies several portions of the Businessowners Liability Coverage Form. These modifications apply only to the coverage provided by this section of the endorsement. A. The following paragraph 3. is added to SECTION A. COVERAGES: 3. Office Premises Limited Pollution Coverage a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" which directly results from a covered "pollution incident" to which this insurance applies . We will have the right and duty to defend any "suit" seeking thos e damages, even If any allegations of the "suit" are groundless, false or fraudulent. We may at our discretion investigate any "pollution incident" and settle any claim or "suit" that may re su lt. But : (a) The amount we will pay for damages is limited as described in SECTION D. Liability And Medical Expenses Limits Of Insurance as amended by this endorsement; and (b) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements. (c) We have no duty to defend "suits" seeking damages not covered by this endorsement. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under paragraph 1.e. Coverage Extension -Supplementary Payments of SECTION A. as amended by this section of the endorsement. (2) We will also reimburse you for "preventive remedial expense" that d irect ly results from a covered "pollution incident" to which this insurance applies. We will reimburse you up to $25,000 per annual policy period for all "preventive remedial expense" directly resulting from all cove red "pollution incidents," subject to a deductible of $5,000 per covered "pollution incident." This annual limit is in addition to the per incident deductible, and is in addition to the Pollution Liability Aggregate Limit described in SECTION D. Liability And Medical Expenses Limits Of Insurance as amended by this endorsement. This "preventive remed ia l expense" coverage does not apply to expenses that are covered by any other insurance available to the insured . (3) This insurance applies to "bodily injury," "property damage" or "preventive remed ial expense" at, on or from "your office premises" only if: (a) The "bodily injury" directly results from a "pollution incident" that happens entirely above-ground at or from "your office premises"; or (b) The "property damage" occurs off of "your office premises" and directly results from a "pollution incident" that happens entirely above-ground at or from "your office premises"; or (c) The "prev en tive remedial expense" directly results from a "pollution incident" that happens entirely above-ground on "your office premises" and does not result in any covered "bodily injury" or "property damage"; and (d) The "pollution incident": S8300176C (Ed. 04/14) Page 7 of 12 (i) is demonstrable as commencing and ending within 72 hours; (ii) is accidental; (iii) "commences during the policy period"; and (iv) happ ens in the "coverage territory." Copyright CNA All Rights Re se rved . Includes copyrighted material of Insurance Services Office, In c., with its permission . SB300176C (Ed. 04/14) (4) "Commences during the policy period" means that the first emission, discharge, release or escape of the "pollutant" or "pollutants" from which the "bodily injury" or "property damage" arises is demonstrable as having occurred during this policy period. (5) All "bodily injury" or "property damage" resulting from one "pollution incident" shall be deemed to have occurred only at the commencement date of the covered "pollution incident." (6) The insured's responsibility to pay damages because of "bodily injury" or "property damage" must be determined in a "suit" on the merits in the "coverage territory" or in a settlement we agree to. (7) Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services, or death resulting from the "bodily injury." 8. SECTION 8. EXCLUSIONS is deleted and replaced by the following: This insurance does not apply to: a. "Bodily injury," "property damage" or "preventive remedial expense" expected or reasonably foreseeable from the standpoint of the insured. b. "Bodily injury," "property damage" or "preventive remedial expense" arising out of a "pollution incident" which is a repeat or resumption of a previous "pollution incident" involving the same pollutant from essentially the same source within the previous twelve (12} months, at the same premises. c. "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. d. Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. "Bodily injury" to : (1) An employee of the insured arising out of and in the course of: (i) employment by the insured; or (ii) performing duties related to the conduct of the insured's business. (2) The spouse, child, parent, brother or sister of that employee as a consequence of (1) above. This exclusion applies: (1) Whether the insur~d may be liable as an employer or in any other capacity ; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. f. "Property damage" to (1) A "waste facility" to which waste from the operations of an insured is consigned; (2) Property you own, rent, or occupy now or at any time in the past; (3) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (4) Property loaned to an insured; or (5) Personal property in care, custody or control of an insured. Paragraph (2) of this exclusion f. does not apply to "preventive remedial expense" at property you own, rent or occupy now . g. "Bodily injury" at or from a "waste facility" to which waste from the operation of an insured is consigned. h. "Bodily injury," "property damage" or "preventive remedial expense" arising out of a "pollution incident" at or from a "waste facility" which is on "your office premises." i. "Bodily injury" or "property damage" included within the "products-completed operations hazard." SB300176C (Ed . 04/14) Page 8 of 12 Copyright CNA All Rights Reseived. Includes copyrighted material of in su rance Services Office, inc., with its permission. = SB300176C (Ed . 04/14) j. "Bodily injury" or "property damage" arising out of the ownership or operation of any offshore facility as defined in the Outer Continental Shelf Lands Act Amendment of 1978 or the Clean Water Act of 1977 as amended 1978 or any deepwater port as defined in the Deepwater Port Act of 197 4 as amended or as may be amended. k. "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a hostile fire at any premises, site or location which is or was at any time owned or occupied by or rented or loaned to any insured. As used in this exclusion, a hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be . I. "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto," rolling stock or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading ." This exclusion does not apply to "bodily injury" or "property damage" arising out of parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured. m. "Bodily injury" or "property damage" arising out of the emission, discharge, release or escape of drilling fluid, oil, gas or other fluids from any oil, gas , mineral, water or geothermal well. n. "Bodily injury," "property damage" or "preventive remedial expense" arising out of a "pollution incident" which results from or is directly or indirectly attributable to failure to comply with any applicable statute, regulation, ordinance, directive or order relating to the protection of the environment and promulgated by any governmental body, provided that failure to comply is a willful or deliberate act or omission of: (1) The insured; or (2) You or any of your members, partners, executive officers or managers of limited liability companies. o . "Bodily injury," "property damage" or "preventive remedial expense" arising out of acid rain . p. Any loss, cost or expense arising out of any request, demand or order by a governmental authority that any insured or others test for, monitor, clean-up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants" at any site which is included on an EPA or state environmental agency priority clean-up list prior to the "pollution incident." q. "Bodily injury," "property damage" or "preventive remedial expense" arising out of a "pollution incident" which results from failure of air or waste water pollution control equipment. r. "Bodily injury," "property damage" or "preventive remedial expense" resulting from the "hazardous properties" of "nuclear material." As used in this exclusion: "Hazardous properties" includes radioactive, toxic, or explosive properties; "Nuclear material" means "source material," "special nuclear material," or "by-product material"; "Source material," "special nuclear material," and "by-product material" have the meanings given them in the Atomic Energy Act of 1954, or in any law amendatory thereof. s. "Bodily injury," "property damage" or "preventive remedial expense" arising out of a "pollution incident" from any insured's premises that was used by that insured for the storage, disposal, processing or treatment of waste materials and was: (1) Sealed off, closed, abandoned or alienated prior to the effective date of this policy; or (2) Sealed off or closed subject to statute, ordinance or governmental regulation or directive requiring maintenance or monitoring during or after sealing off or closure. t. "Bodily injury," "property damage" or "preventive remedial expense" arising out of waste derived from medical services, procedures, testing or research, and which could potentially transmit disease. SB300176C (Ed . 04/14) Page 9 of 12 Copyright CNA All Rights Reserved . Includes copyrighted mat e rial of Insurance Services Office, Inc., with its permission . SB300176C (Ed. 04/14) u. Any multiple damages, "punitive or exemplary damages" or fines or penalties . However, if a "suit" is brought against the insured with respect to a claim for acts or alleged acts falling within the coverage hereof, seeking both compensatory and "punitive or exemplary" damages , then we will afford a defense to such action, without liability for such "punitive or exemplary damages." This exclusion does not apply to "suits" brought in the state of Texas . v. "Bodily injury," "property damage" or "preventive remedial expense" arising out of: (1) the actual, alleged or threatened exposure at any time to asbestos or any loss, cost , or expense that may be awarded or incurred by reason of a claim or "suit" for such injury or damage; or (2) complying with a governmental direction or request to test for, monitor, clean -up, remove, contain, or dispose of asbestos. Asbestos means the mineral in any form whether or not the asbestos was at any time: (1) Airborne as a fiber, particle, or dust; (2) Contained in or formed a part of a product, structure, or other real or personal property; (3) Carried on clothing; (4) Inhaled or ingested; or (5) Transmitted by any other means. w. "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. x. Any Joss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for , monitor, clean up, remove, contain, treat, deto x ify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of "pollutants ." However, this exclusion does not apply to liability for damages because of "property damage" that is not otherwise excluded by this coverage, Office Premises Limited Pollution Coverage, unless the request, demand, order or statutory or regulatory requirement or claim or "suit" is solely by or on behalf of a governmental authority. C. Paragraph 2.b.(1 of Medical Expenses, of SECTION A. Coverages is deleted and replaced by the following: (1) Expenses incurred by the insured for first aid to others at the time of a "pollution incident" for "bodily injury" to which this insurance applies . D. SECTION C. WHO JS AN INSURED is amended as follows : 1. The following subparagraph d. is added to paragraph 4. of SECTION C. WHO IS AN INSURED: d. Coverage 4., Office Premises Limited Pollution Coverage, does not apply to "bodily injury" or "property damage" arising out of "pollution incidents" that occurred before you acquired or formed the organization. 2. The following additional paragraph is added at the end of SECTION C. WHO IS AN INSURED: No person or organization identified as an insured on any endorsement now or hereafter attached to this Coverage Part is an insured with respect to COVERAGE 4., Office Premises Limited Pollution Coverage, unless that endorsement specifically references Office Premises Limited Pollution Coverage by name . SB300176C (Ed. 04/14) Page 10 of 12 Copyright CNA All Rights Reserved . Includes copyrighted material of Insu rance Services Office, Inc., with its permission. -- -== SB300176C (Ed . 04/14) E. SECTION D. Liability And Medical Expenses Limits Of Insurance is deleted and replaced by the following : LIMITS OF INSURANCE 1. The Limits of Insurance described in this endorsement's Schedule of Limits for Office Premises Limited Pollution Coverage, and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ." 2. The Pollution Liability Aggregate Limit is the most we will pay for all damages because of all "bodily injury" and "property damage" directly resulting from all "pollution incidents" to which Office Premises Limited Pollution Coverage applies. 3 . Subject to 2. above, the Each Pollution Incident Limit shown in the Schedule is the most we will pay for the sum of all damages because of "bodily injury" and "property damage" directly resulting from any one "pollution incident" to which Office Premises Limited Pollution Coverage applies. 4. The Limits of Insurance of this Office Premises Limited Pollution Coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months . In that case, the additional period will be deemed part of the preceding period for purposes of determining the Limits of Insurance. 5. The Limits of Insurance for this Office Premises Limited Pollution Coverage are separate from and not subject to the General Aggregate Limit for COVERAGE 1. Business Liability. 6. The Limits of Insurance for this Office Premises Limited Pollution Coverage shall not be amended by any endorsement attached to this policy which does not specifically reference Office Premises Limited Pollution Coverage. F. SECTION E. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS is amended as follows : 1. Condition 2.a. is replaced by the following: 2. Duties In The Event of Pollution Incident, Claim or Suit. a. You must see to it that we are notified as soon as practicable of a "pollution incident" that may result in a claim. To the extent possible, notice should include : (1) How, when, and where the "pollution incident" took place; (2) The names and addresses of any injured persons and witnesses ; and (3) The nature and location of any release, and of any injury or damage arising out of the "pollution incident." 2. The following Condition is added: Remediation of lnsured's Premises a. Except for "preventive remedial expense" as described in paragraph 4.a.(2) of SECTION A. COVERAGES, this policy's Office Premises Limited Pollution Coverage doesn't provide coverage for clean-up of "your premises." If a "pollution incident" happens on "your premises" that poses imminent and substantial danger of "bodily injury" or "property damage" to which this insurance applies, you must promptly take at your own expense all reasonable steps to curtail or prevent covered "bodily injury" or "property damage" from happening. b. If, in defiance of the intent of this policy, we are ever compelled by court or governmental order to pay to clean up part or all of "your p re mises," you agree to reimburse us for all such costs. SB300176C (Ed . 04/14) Page 11 of 12 Copyright CNA All Rights Re served. Includes copyrighted material of Insurance Services Office, Inc., with its permission. SB-146968-A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE & BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to include as an insured any pen;on or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports , surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, superv1s1on, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations . C. BUSINESSOWNERS GENERAL LIABILITY 3. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS -"Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products-completed operations hazard" unless required by the written contract or written agreement. SB-146968-A (Ed. 01/06) CONDITIONS -Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; Page 1 of 2 SB300176C (Ed. 04/14) G. SECTION H. OTHER INSURANCE of the Businessowners Common Policy Conditions is amended to add the following paragraph 4.: 4. This condition does not apply to coverage afforded under Insuring Agreement a.(2) of Coverage 4. Office Premises Limited Pollution Coverage. H. SECTION F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS is amended to include the following definitions: "Commences during the policy period" means that the first emission, discharge, release or escape of the "pollutant" or "pollutants" from which the "bodily injury" or "property damage" arises is demonstrable as having occurred during this policy period. "Pollution incident" means the emission, discharge, release, or escape of "pollutants," provided that such emission, discharge, release, or escape results in the injurious presence of "pollutants" in or upon la nd, the atmosphere, interior of a building or any water course, body of water or ground water . A series of related emissions, discharges, releases or escapes of "pollutants" will be deemed to be one "pollution incident." "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste . Waste includes materials to be recycled, reconditioned or reclaimed. "Preventive remedial expense" means expenses incurred by you for the removal or neutralization of "pollutants" on "your office premises," directly resulting from a covered "pollution incident." "Punitive or exemplary damages" means those damages imposed to punish a wrongdoer and to deter others from "similar conduct." "Waste facility" means any site to which waste is delivered for storage, disposal , processing or treatment, whether or not such site is licensed by a governmental authority to perform such storage, disposal, processing or treatment. "Your office premises" means "locations" you own, rent or occupy for general office purposes. "Your office premises" does not mean storage yards, nor land held for speculation or development, even if such yards or land adjoin your office building . "Your office premises" does not me a n premises you live in . For the purpose of this definition, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. All other terms and conditions of the Policy remain unchang ed. SB300176C (Ed. 04/14) Page 12 of 12 Copyright CNA All Rights Reserved. Includ es copy righted material of Insurance Services Office, Inc., with its permis sion . --!!!!!!!! = -= 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part ; 3. Tender the defen se and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part;and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured . D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following : 2. This insurance is excess over any other insuran ce naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured SB-146968-A (Ed. 01/06) SB-146968-A (Ed. 01/06) against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers . When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss , if any, with any other insurance that is not described in this Excess Insurance provis io n and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part . E . TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following : 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products-completed operations hazard ." Page 2 of 2 SB-146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED -BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distribute·d or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages 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, except when 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; 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" arising out of the sole negligence of the vendor for its SB-146932-E (Ed. 06/11) own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) 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 . 3 . This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured -Your Work That person or organization for whom you do work is an additional insured solely for liability Page 1 of 5 CNA due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products-completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. SB-146932-E (Ed. 06/11) SB-146932 -E (Ed. 06/11) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality . c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises . This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured . e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you . This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured . f. Owners/Other Interests -Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions : This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or Page 2 of 5 I I I CNA (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured des ignated under paragraphs b. through h. above does not apply to "bod ily injury" or "property damage" included within the "products-completed operations ha zard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary , excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY -DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146932-E (Ed. 06/11) SB-146932-E (Ed . 06/11) Damage To Property, is replaced by the following : k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses Incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises ; 3. Prop erty loan ed to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises : (1) rented to you: (2) temporari ly occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days . A separate limit of insurance applies to . Damage To Premises Rented To You as described in Section D -Liability and . Medical Expen ses Limits of Insurance. Page 3 of 5 --= Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 8. Under 8. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following : Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply . to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days . A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver . 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; SB-146932-E (Ed . 06/11) SB-146932-E (Ed. 06/11) (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation ; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official , if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured . · 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F . Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a . The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment , past employment or termination of employment of any person or person by any insured . b. The following is added to Exclusions, Section 8.: Page 4 of 5 (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirec tly related to the sale, rental, lease or sub-lease or prospective sa le, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16) Fines or Penalties Fin es or penalties levied or imposed by a governmental entity because of discrimination . c. This provision (Expanded Personal and Advertising Injury) does n ot apply if SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re-defined Section F. Liability and Medical Expense s Definitions, item 14, Personal Advertising Injury, Paragraph c . is replaced by the following: c. The wrongful eviction from , wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of it's owner, landl ord or lessor. Page 5 of 5 STATE COMPENSATION INSURANCE FUND HOME OFFICE SAN FRANCISCO ENDORSEMENT AGREEMENT WA.IVER OF SUBROGATION BLANKET BASIS EFFECTIVE ~PRIL 1, 2018 AT 12.01 A.M. 1622827-18 RENEWAL SC 3-64-74-04 PAGE 1 OF ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME AND EXPIRING APRIL 1, 2019 AT 12.01 A.M. DIGITAL MAPPING INC 21062 BROOKHURST ST STE 101 HUNTINGTON BEACH, CA 92646 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 THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORG.ANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~~,5,{ APRIL 24, 2018 d-.,~/1 .dl~~ PRESIDENT AND CEO 1 2572 SCIF FORM 10217 (REV .7-2014) OLD DP 217