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19-067 AdastraGov Inc., Labor Costing Module AdostroGov City of Cupertino r SERVICE AGREEMENT This SaaS Services Agreement("Agreement") is entered into on this day of , 2019(the "Effective Date")between AdastraGov, Inc. ("Company"), and the Customer listed above("Customer"). This Agreement includes and incorporates the above Summary of Services and Implementation, as well as the attached Terms and Conditions and contains, among other things,warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different or additional terms of any purchase order, confirmation or similar form, even if signed by the parties before or after the date hereof. AdastraGov Inc. City of Cupertino By: `� B Nai "—eJ Y{ Name: K • Title: C66 Title: C'-7z2 Date: 3'16—tc� Date: Y TERMS AND CONDITIONS 1. SAAS SERVICES AND SUPPORT 1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process,Customer will identify an administrative user name and password for Customer's account. Company reserves the right to refuse registration or cancel passwords it deems inappropriate. 1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas,know-how or algorithms relevant to the Services or any software,documentation or data related to or used to provide the Services("Software"),modify,translate,or create derivative works based on the Services or any Software(except to the extent expressly permitted in writing by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;or remove any proprietary notices or labels. 2.2 Further,Customer shall not export or re-export, either directly or indirectly,the Software or any copies thereof in such mamier as to violate the export laws and regulations of the United States or any other applicable jurisdiction in effect from time to time(including, without limitation, when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval).Without limiting the foregoing, Customer shall not permit any third parties to access or use the Services in violation of any United States export embargo, prohibition, or restriction. 2.3 Customer hereby agrees to indemnify and hold liannless Company against any damages, losses, liabilities,settlements and expenses(including without limitation costs and attorney's fees) in connection with any claim or action that arises from Customer's failure to comply with the terms of this Agreement or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so. Company reserves the right, in its sole discretion,to prohibit or suspend Customer's use of the Services at any time Labor Negotiation Services and Technology Licensing Agreement AdastraGov Page 3 City of Cupertino Company believes such use to be in violation of this Agreement or otherwise harmful to the Service. 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment").Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords(including but not limited to administrative and user passwords)and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 One party(the"Receiving Party") understands that the other party (the"Disclosing Party") has disclosed or may disclose business,technical or financial information relating to the Disclosing Party's business(hereinafter referred to as"Proprietary Information"of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non- public data("Customer Data")provided by Customer to Company to enable the provision of the Services. The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and(ii)not to use(except in performance of the Services or as otherwise permitted herein) or divulge to any third party any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five(5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, without any action by, or involvement of,the Receiving Party or(b) was in its possession or known by it prior to receipt from the Disclosing Party, or(c)was rightfully disclosed to it without restriction by a third party, or(d)was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The Receiving Party acknowledges that in the event of a breach of Section 3.1 by the Receiving Party, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy f'or such breach.Therefore, in the event that the Receiving Party engages in, or threatens to engage in, any act which violates Section 3.1, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law,to seek injunctive relief(including,without limitation,temporary restraining orders, or preliminary or permanent injunctions)and specific enforcement of the terms of Section 3.1.The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief. 3.2 Company shall own and retain all rights, title and interest in and to: (i)the Services andSoftware, together with all improvements,enhancements, modifications, changes, translations, compilation, and derivative works thereto, (ii) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and(iii)all intellectual property rights related to any of the foregoing. Company hereby grants Customer a non- exclusive,non-transferable and non-sublicensable license to access and use the Analytics. 3.3 Notwithstanding anything to the contrary,Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free(during and after the term hereof)to: use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. No rights or licenses are granted except as expressly set forth herein. 3.4 Data Protection. In carrying out the Services,the Company shall endeavor to protect the confidentiality of all confidential, non-public Customer data("Customer Data")as follows: 3.4.1 Implement and maintain appropriate security measures to safeguard against 4 Labor Negotiation Services and Technology Licensing Agreement AdostroGov Page 4 City of Cupertino unauthorized access, disclosure or theft of Customer Data in accordance with recognized industry practice. 3.4.2 Customer Data shall be encrypted at rest and in transit with controlled access. Company is responsible for encryption of Customer Data. 3.4.3 Company shall not use any Customer Data collected by it in connection with the Service for any purpose other than fulfilling the obligations Linder this Agreement,except as provided in Section 3.3. 3.5 Encryption of Data at Rest. Company shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless Customer approves the storage of personal data on Company's portable device in order to accomplish work as described in the Summary of Services. 3.6 Holding of Customer Data. in the event of a termination of this Agreement, Company shall implement an orderly return of Customer data in a CSV or another mutually agreeable format at the time agreed to by the parties and the subsequent secure disposal of Customer data. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology(NIST)approved methods. Certificates of destruction shall be provided to Customer. 3.7 Security Incident. In the event a data breach occurs with respect to Customer Data, Company shall immediately notify the appropriate Customer contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Company shall (1) cooperate with Customer to investigate and resolve the data breach, (2)promptly implement necessary remedial measures, if necessary, and(3)document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. 3.8 Notification of Legal Requests. Company shall contact Customer upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to Customer Data. Company shall not respond to subpoenas, service of process and other legal requests related to Customer without first notifying Customer, unless prohibited by law from providing such notice. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Summary of Services and Implementation in accordance with the terms therein(the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth in the Summary of Services and Implementation or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Term or then current Renewal Term, upon thirty(30)days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department. 4.2 Company may choose to bill through an invoice, in which case,full payment for invoices issued in any given month must be received by Company thirty(30) days after the mailing date of the invoice. 5. TERM AND TERMINATION 5.1 Subject to earlier termination as provided below, the Initial Term of this Agreement shall be for a period specified in the Summary of Services and implementation (the"Initial Term"). 5.2 In addition to any other remedies it may have, either party may terminate this Agreement upon 5 Labor Negotiation Services and Technology Licensing Agreement AdostraGov Page 5 City of Cupertino thirty(30)days written notice(or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation,accrued rights to payment,confidentiality obligations, warranty disclaimers, and limitations of liability. 6. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.However,Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, THE ANALYTICS, AND IMPLEMENTATION SERVICES ARE PROVIDED"AS IS"AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. 7. INDEMNITY Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats,claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service(i)not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii)that are modified after delivery by Company, (iv)combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or(vi) where Customer's use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense(a)replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b)obtain for Customer a license to continue using the Service, or(c) if neither of the foregoing is commercially practicable,terminate this Agreement and Customer's rights hereunder and provide Customer a refi.nd of any prepaid, unused fees for the Service. 8. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON,COMPANY AND ITS SUPPLIERS(INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS),OFFICERS,AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY 6 Labor Negotiation Services and Technology Licensing Agreement AdastraGov Page 6 City of Cupertino CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL. 9. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may not transfer or assign any of its rights and obligations under this Agreement without Customer's prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications in this Agreement must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership,joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail;the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. 10. INSURANCE Company shall provide proof of insurance as follows to Customer,with Customer(City of Cupertino) named as additional insured. If Company maintains broader coverage and/or higher limits than the minimums shown above, Customer requires and shall be entitled to the broader coverage and/or higher limits maintained by Company. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. Company will provide to Customer a Certificate of Insurance, on an Accord form, and completed coverage verification by each of Company's insurance companies as evidence of the stipulated coverages prior to the entry of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Company shall be licensed to do insurance business in the State of California,and shall have an A.M. Best Rating Service rate of A:VI or above. Additional Insureds: City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers shall be named as additional insureds under all insurance coverages required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. 7 Labor Negotiation Services and Technolocry Licensing Agreement AdastroGov Page 7 ❑Over$175,000-Council Approval Required ❑Over$45,000-Department[lead Approval Required ❑ Up to $45,000- Designated Supervisor Approval Required Licensing Agreemeni EXHIBIT A Service Level Terms I(Labor Negotiation Services and Technology AdastroGov DATE(MM/DD/YYYY) ,acofzo° CERTIFICATE OF LIABILITY INSURANCE �i 04/24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 Ithe certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc.d/b/a/Hiscox Insurance Agency in CA PHONE FAX A/C.No.Ext: (888)202-3007 AIC No): 520 Madison Avenue E-MAIL 32nd Floor ADDRESS: contact@hiscox.com New York,NY 10022 INSURER(SI AFFORDING COVERAGE _ _ NAIC p INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: AdastraGov Inc. INSURER c 32007 Sea Ridge Circle Rancho Palos Verdes CA 90275 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE ADDL SUBR POLICY I POLICY ILTR I.NCD WVD POLICY NUMBER MM/DDIYYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2000000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrenceL $ 100,000 X CGL is on BOP Form MED EXP(Any one person) $ 5,000 A Y Y UDC-2238930-BOP-19 04/26/2019 04/26/2020 PERSONAL 8,ADV INJURY $ S/T Each Occ. GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMPIOP AGG s S/_T Gen.Agg. OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accidentZ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED l SCHEDULED BODILY INJURY(Per accident) $ AUTS A X H REOD AUTOS X 1� NON-OWNED AUTOS UDC-2238930-BOP-19 04/26/2019 04/26/2020 PROac TY DAMAGE $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANYPROPRIETORIPARTNERIEXECUTIVE NIA (Mandatory E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Cupertino,Its City Council,Boards,and Commissions,Officers,Employees and Volunteers shall be named as Additional Insured.This policy includes Hired and Non-Owned Auto coverage with a limit of$2.000,000. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 Torre Avenue SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cupertino,Ca 9501 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE f'IJult ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD HI SCOX Hiscox Insurance Company Inc. Policy Number: UDC-2238930-BOP-19 Named Insured: AdastraGov Inc. Endorsement Number: 19 Endorsement Effective: April 26, 2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Persons Or Organization s : City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II—Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. BP 04 48 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 HI SCOX Hiscox Insurance Company Inc. Policy Number: UDC-2238930-BOP-19 Named Insured: AdastraGov Inc. Endorsement Number: 20 Endorsement Effective: April 26, 2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA - HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage Additional Premium A. Hired Auto Liability $178.00 B. Non-owned Auto Liability $0.00 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Throughout this endorsement the term spouse C. For insurance provided by this endorsement only: means: 1. The exclusions under Paragraph B.I. Appli- Spouse or a registered domestic partner under cable To Business Liability Coverage in California law. Section II —Liability, other than Exclusions a., B. Insurance is provided only for those coverages for b., d.,f. and i. and the Nuclear Energy Liability which a specific premium charge is shown in the Exclusion, are deleted and replaced by the fol- Declarations or in the Schedule. lowing: 1. Hired Auto Liability a. "Bodily injury"to: The insurance provided under Paragraph A.1. (1) An "employee" of the insured arising out Business Liability in Section II — Liability of and in the course of: applies to "bodily injury" or "property damage" (a) Employment by the insured; or arising out of the maintenance or use of a (b) Performing duties related to the "hired auto" by you or your "employees" in the conduct of the insured's business; or course of your business. 2. Non-owned Auto Liability (2) The spouse, child, parent, brother or sister of that "employee" as a conse- The insurance provided under Paragraph A.1. quence of Paragraph (1) above. Business Liability in Section II — Liability This exclusion applies: applies to "bodily injury" or "property damage" arising out of the use of any "non-owned auto" (1) Whether the insured may be liable as an in your business by any person. employer or in any other capacity; and BP 06 86 01 10 © Insurance Services Office, Inc., 2009 Page 1 of 2 (2) To any obligation to share damages with b. Any partner or"executive officer"for any or repay someone else who must pay "auto" owned by such partner or officer damages because of injury, or a member of his or her household; This exclusion does not apply to: c. Any person while employed in or other- (1) Liability assumed by the insured under wise engaged in duties in connection an "insured contract"; or with an "auto business", other than an (2) "Bodily injury" arising out of and in the "auto business" you operate; course of domestic employment by the d. The owner or lessee (of whom you are a insured unless benefits for such injury sublessee) of a "hired auto" or the are in whole or in part either payable or owner of a "non-owned auto" or any required to be provided under any work- agent or "employee" of any such owner ers' compensation law. or lessee; or b. "Property damage"to: e. Any person or organization for the con- duct of any current or past partnership (1) Property owned or being transported by, or joint venture that is not shown as a or rented or loaned to the insured; or Named Insured in the Declarations. (2) Property in the care, custody or control D. For the purposes of this endorsement only, Para- of the insured. graph H. Other Insurance in Section III — Com- 2. Paragraph C.Who Is An Insured in Section II mon Policy Conditions is replaced by the follow- - Liability is replaced by the following: ing: 1. Each of the following is an insured under This insurance is excess over any primary insur- this endorsement to the extent set forth be- ance covering the "hired auto" or "non-owned low: auto". a. You; E. The following additional definitions apply: b. Any other person using a "hired auto" 1. "Auto business" means the business or occu- with your permission; pation of selling, repairing, servicing, storing or c. For a "non-owned auto": parking"autos". (1) Any partner or "executive officer" of 2. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any yours; or "auto" you lease, hire, rent or borrow from any (2) Any"employee"of yours; of your"employees", your partners or your"ex- but only while such "non-owned auto" is ecutive officers" or members of their house- being used in your business; and holds. d. Any other person or organization, but 3. "Non-owned auto" means any "auto" you do only for their liability because of acts or not own, lease, hire, rent or borrow which is omissions of an insured under a., b. or used in connection with your business. This in- c. above. cludes "autos" owned by your "employees", 2. None of the following is an insured: your partners or your "executive officers", or members of their households, but only while a. Any person engaged in the business of used in your business or your personal affairs. his or her employer for "bodily injury" to any co-"employee" of such person in- jured in the course of employment, or to the spouse, child, parent, brother or sis- ter of that co-"employee" as a conse- quence of such "bodily injury", or for any obligation to share damages with or re- pay someone else who must pay dam- ages because of the injury; Page 2 of 2 ©Insurance Services Office, Inc., 2009 BP 06 86 01 10 AC" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 1111. � 1 04/23/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kirk Sinanian NAME: ISU Meridian Brokerage PHONE (818)225-7025 FAX (818)225-7026 (AIC,No,Ext): AIC,No: 18980 Ventura Blvd.,Suite 330 E MAIL ADDRESS: kirk@mbisi.com INSURER(S)AFFORDING COVERAGE NAIC# Tarzana CA 91356 INSURER A: Hiscox Insurance Company,Inc. INSURED INSURER B AdastraGov,Inc. INSURERC 32007 Sea Ridge Circle INSURER D: INSURER E Rancho Palos Verdes CA 90275 INSURER F: COVERAGES CERTIFICATE NUMBER: 2018-2019 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DUL SUB R POLICY EFF POLICY EXP LTR TYPE OF INSURANCE JUM WVD POLICY NUMBER (MMIDD/YYYYL (MMIDD/YYYYL LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO KD CLAIMS-MADE1:1 OCCUR PREMISES EatoccuE ence) $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO- JECT J ❑LOC PRODUCTS-COMP/OP AGG $ EC OTHER: 1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED H I I $ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY fper accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ElN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ if yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Cyber Liability Aggregate $500,000 A Y N MPL225723018 05/1012018 05/10/2019 Aggregate-All Other $500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Technology/Telecom City of Cupertino,its City Council,boards and commissions,officers,employees and volunteers are named as Additional Insured as requied by written contract or agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 / ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AcoRO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/22/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AX Hiscox Inc.d/b/a/Hiscox Insurance Agency in CA PHONE (888)202-3007 lA .No): 520 Madison Avenue E-MAIL ADDRESS: contact@hiscox.com 32nd Floor NeWYOrk,NY 10022 INSURERSSiAFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: AdastraGov Inc. INSURER C 32007 Sea Ridge Circle Rancho Palos Verdes,CA 90275 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WJD POLICY NUMBER MMIDDIYYYY MIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE TO $ CLAIMS-MADE OCCUR PREMISES ERENTEa occunence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ JECT POLICY PRO ❑ LOC PRODUCTS-COMPIOPAGG $ OTHER. I Is AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ IEa accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Per accident UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability Y UDC-2238930-EO-19 04/26/2019 04/26/2020 Each Claim:$2,000,000 Aggregate:$4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Cupertino,Its City Council,Boards,and Commissions,Officers,Employees and Volunteers shall be named as Additional Insured CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD ADASINC-01 _ LLAPSANSKY ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD(YYYY) llk� 4/26/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ge(co Insurance Agency PHONE 1 Geico Blvd (A/C,No,EXt):(800)969-5454 n/c,No:(570)825-2990 Fredericksburg,VA 22412 E DRIE elcosupport@guard.com INSURERS AFFORDING COVERAGE NAIC p INSURER A:AmGUARD Insurance Company 42390 INSURED INSURER B: Adastragov Inc INSURER C: 32007 Sea Ridge Cir INSURERD: Rancho Pala Verdes,CA 90275 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD MM DD 1 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED P I (Ea occurrence MED EXP Ly one eo rson I--_ PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY r7 PRO- JECT LOC PRODUCTS-COMP/OP AGG OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT e ANYAUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY 1 NON-OWNED ONLY PROPERTY AMAGE 14 Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION X PER OTH- ANDEMPLOYERS'LIABILITY YIN ADWC097907 4/25/2019 4/25/2020 STATUTE ER 1,000,000 ANY PROPRIETOR(PARTNER/EXECUTIVE r N f A E.L.EACH ACCIDENT OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Waiver of Subrogatoin applies. Waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y p ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 1.02_% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description This endorsernent changes the policy to which is attached and is effective on the date issued unless otherwise stated. Endorsement Effective Policy No. ADWC097907 Endorsement No. Insured Insurance Company Countersigned By