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19-074 Public Good PR, LLC, Strategic Communications Planfl PROFESSIONAL/CONSULTING SERVICES AGREEMENT CVPl:RTlNO 1.PARTIES This Agreement is made and entered into as of April 9, 2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Public Good PR. LLC ("Contractor"), a Limited Liability Company for Strategic Communications Plan. 2.SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3.TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on April 9, 2020 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on April 9, 2019 and shall be completed by April 8, 2020. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that wi11 based on actual costs but that will be capped so as not to exceed $55.480.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Select one Page I of8 Professional/Cons11/ti11gContracts/Versio11: May 22. 2018 5.INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of perfonning the Services and for the persons i1ired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 52 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professiona1 manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written appmval from City is required for any subcontractor, and the te1ms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perfonu the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income ·taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of p ayment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6.PROPRIETARY/CONFIDENTIAL INFORMATION In pe1forming this Agreement, Contractor may have access to private or confidential infonnation owned or conn·olled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City infonnation provided by City to Contractor and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7.OWNERSIDP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contr actor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other infonnation or work, in any medium ( collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 72 Copyright. To the extent pennitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. Select one Page2 of 8 Professional/Co11s11lti11g Contracts /Version: May 21. 2018 73 Patents and Licenses. Contractor must pay royalties or license fees required for authmized use of any third party intel1echml prope1ty, including but not limited to patented, trademarked, or copyiighted intellechrnl prope1ty if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a)The original Services for which Contractor was hired; (b) Completion of the oliginal Services by others; (c)Subsequent additions to the original Services; and/or (d)Other City projects. 75 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, o.q. recycled paper and copied on both sides, except for one single-sided 01iginal. 8.RECORDS Contractor must maintain complete and accurate accounting records relating to its perfonnance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to: City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9.ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, 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 fmancial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or .more of the voting power of the business entity. 10.PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper arti<;les. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11.INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole a11d active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Select one Page 3 of 8 Professional/Consulting Contracts /Version: May 22, 2018 harmless City, its City Council, boards and commissi ons, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proce edings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during perfo1mance of theServices; (c)Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d)Unauthorized use or disclosure of City's confidential and proprietary Information; (e)Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Pr.ice, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agre ement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or cuunterclaiirt arising out of this Agreement, a purchase order, or other transaction. 12.:INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13.COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to pe1form. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Select one Page 4 of8 Professional/Consulting Contracts /Version: May 22, 20/8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contr·actor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimniation directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect :financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest fonn if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or tenninating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14.PROJECT COORDINATION City Project Manager. The City assigns Brian Babcock as the City's representative for all purposes under this Agreement, with authority to oversee the progress and perfonnance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Nina Erlich­ Williams as its single Representative for a.11 purposes under this Agreement, with authority to oversee the progress and pe1formance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City w1itten approval is required prior to substituting a new Representative. 15.ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactmy Services performed through the date of abandonment, and will be Select one Page 5 of8 Professional/Co11sulti11g Co11/racls /Version: May 22, 20/8 L give11 reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing 01.it the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the p erformance of the Services. 16.TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services l'endered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17.GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the C01mty of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18.ATTORNEY FEES If City 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 ,vith this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19.Tf.IlRD 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 ofa breach shall not constitute waiver of another provision or breach. 21.ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties: Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Page 6 of 8 Professio11al/Co11s11/ting Contrac/s !Version: May 22. 2018 22.INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be infened herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23.HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24.SEVERABILITY/P ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is f0tmd by the court to be void, invalid, illegal or unen forceable, such tenn or provision shall remain in force and effect to the extent allowed by such 1uling. All other tenns and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25.SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Mateiials/W ork: Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26.NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupe1tino 10300 Torre Avenue Cupertino, CA 95014 Attention: Timm Borden Email: TimmB(a),cupertino.org To Contractor: Public Good PR, LLC 3349 NW Tanager Dlive Corvallis, OR 97330 Attention: Nina Erlich-Williams Email: nina@publicgoodpr.com 27.VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, as amended from time to time, (b)is signed by the City Manager or an auth01ized designee, and (c) is approved for form by the City Attorney's Office. Select one Page 7 of 8 Professional/Consulting Contracts /Version: May 22, 2018 l 28.EXECUTION The person executing this Agreement on behalf of Contractor represents and wana11ts that Contractor has full right, power, and auth01ity to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an 01iginal and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR APPROVED AS TO FORM: 1�l!v.� HEATHER M. MINNER -Cupertino City Attorney 1096206.l Select one CITY OF CUPERTINO A Municipal Corporation Name Timm Borden Title Interim City Manager Date ££/J?>/ 11 Page 8 of 8 Professional/Consulting Contracts !Version: May 22, 2018 Public Goo d PR Strategic Communications Proposal for City of Cupertino March 29, 2019 This proposal outlines how Public Good PR would support the City of Cupertino in its strategic communications with a focus on educating Cupertino residents and those of surrounding communities about the City's efforts to meet the need for additional housing. We understand that our team would work in partnership with the City of Cupertino's in-house Public Information Officer and under the direction of the City Manager. Proposed Scope of Work We propose the following scope of work for this project. •Develop a strategic communications plan that would outline in detail how the City of Cupertino can leverage strategic communications to set the record straight about its ongoing, good-faith efforts to be part of the regional housing solution and to establish Cupertino as a leader in thoughtful, well-planned growth. The plan would include: o A strategic overview of approach and goals. o Key messages and talking points. o A proactive communications campaign framework and slogan for the City's communications around the housing issue. o A clear set of principles to enable rapid response from Cupertino officials to negative media coverage. o A media outreach plan to highlight Cupertinots existing efforts to meet state housing mandates. Tactics would include press releases, op-eds, letters to the editor in response to coverage, and possibly events designed to garner positive news coverage around the City's efforts to address its role in the regional housing crisis. o A detailed, proactive 12-month plan to leverage the City of Cupertino's existing communications channels to educate residents and reframe public perception of the City's efforts to meet regional housing needs. o Fact sheets and materials for the public to learn more about the City of Cupertino's proactive efforts to meet regional housing needs. •Track media coverage and conduct ongoing media outreach. Public Good PR would track daily regional media coverage to identify any coverage that might require a response from a City of Cupertino representative or might provide an opportunity to showcase the City's proactive efforts to meet state housing mandates. As part of this effort, we would develop a targeted media list aimed at 1 Pub ic Good PR garnering effective coverage in local and regional outlets including the San Jose Mercury-News (including the Cupertino Courier section), Cupertino Today and Cupertino Patch. We would also look for opportunities to showcase Cupertino's housing leadership in publications like the San Francisco Chronicle and the Sacramento Bee as well as on regional broadcast outlets, such as KQED's Forum program. •Track and participate in social media conversations as appropriate. We would also track relevant social medi� handles ( e.g., those of regional thought leaders, housing advocates, and media outlets) to identify trending conversation on social media that might warrant an official response from the City of Cupertino on Twitter and/or Facebook If desired, we could also work with the PIO to develop proactive social media arcs around hot-button issues, including housing. •Partner with Cupertino's PIO to leverage existing communications channels. Public Good PR would work with the City of Cupertino's PIO to take advantage of the monthly "Cupertino Scene" newsletter and regular website updates to tell the story of how Cupertino is proactively addressing regional concerns, including the housing shortage and the need for more affordable housing. We would also assist with conceptualizing and, as necessary, designing materials like postcards, fact sheets and signs for public events. We could also draft email or newsletter copy as needed. Fees Our hourly rate for public agencies is $165. The fees listed here are estimates and assume that Public Good PR would be conducting the vast majority of the work required to complete each of these items. Please consider the fees here listed as a starting point for discussion. We are happy to answer questions and to tailor the work to meet your priorities and budgets. Please also note that any hard costs for design or printing of materials would be in addition to the fees noted here. Strategic Communications Plan -$4,000 We estimate that it would take us approximately 25-30 hours to research and draft the strategic plan. We are happy to complete thi s work for a flat fee of $4,000. This plan would include the items detailed above. Media Outreach and Tracking -$1.650/month (estimate) We would expect to spend approximately 10 hours per month tracking media and conducting media outreach activities to proactively secure positive media coverage -both news and opinion -per month. At this level, we would track coverage and expect to push out approximately one news story per month ( e.g., an op-ed, press release, or targeted pitch to reporters). As we discussed by phone, we would expect that some months might require a more intensive effort. If we work more than 10 2 hours on media outreach in a given month, we will plan to reduce the number of hours spent in subsequent months in order to stay within the total budget cap. Social Media Tracking and Engagement -$1,320/month We would anticipate spending approximately 2 hours per week, or 8 hours per month, keeping tabs on local social media conversations and ensuring City officials are aware of trending discussions that would benefit from an official response from the City of Cupertino. We would assist with drafting responses to high-priority posts and/ or providing strategic recommendations for how, when, and whether to respond to active discussions. Support PIO in Leveraging Existing Communications Channels -$1.320/month We anticipate spending up to 8 hours per month working with the PIO to shape the messaging in the monthly "Cupertino Scene" newsletter, website, and other communications channels to ensure consistent messaging and, to the extent feasible, increase proactive messaging around the issues of greatest concern to City staff and elected officials. As part of this effort, we could assist with conceptualizing and drafting copy for fact sheets, posters, and other collateral that the City could use in public forums. Based on our recent phone conversation, we anticipate partnering with the City of Cupertino on a 12-rnonth agreement. The fee summary below is based on that understanding. Also, as discussed, the total figure below would be a not-to-exceed amount. If the actual hours worked are less than the total represented here, we would bill accordingly. Similarly, if we find that the City of Cupertino requires more communications support than anticipated, we are happy to revisit the agreement at any time to increase the scope of work. ummarvo s 1ma e Activity Draft Strategic Plan Media Outreach & Tracking Social Media Tracking & Engagement Leverage Existing City Communications Total Contract Cost In Closing ees Cost Frequency Total $4,000 1 time $4,000 $1,650 Monthly $19,800 $1,320 Monthly $15,840 $1,320 Monthly $15,840 $55,480 We look forward to discussing this proposal with your team and are happy to answer any questions you may have. 3 About Public Good PR, LLC Founded in 2001, Public Good PR specializes in communications strategy and media outreach for non-profit organizations, public agencies, and businesses working to promote the public good. Principals Nina Erlich-Williams and Severn Williams have a long track record of translating complex issues into plain language that invites coverage from top-target outlets. We also have a background in political consulting and issue advocacy that informs our general approach to influencing public opinion. Nina Erlich-Williams joined Public Good PR in 2007. She is adept at managing message development on behalf of broad coalitions, helping to refine messaging that supports policy objectives in clear, concise language. She has placed op-eds in outlets including the Los Angeles Times, San Francisco Chronicle, Sacramento Bee, and Sanjose Mercury-News on behalf of a wide variety of clients. Nina's varied career has included serving as a Senior Planner in the County of Santa Barbara's long-range planning department, where she focused on updating the Housing Element of the General . Plan. She holds a Master of Public Policy degree from the University of California, Berkeley; a B.A. from Wesleyan University in Connecticut; and completed a Coro Fellowship in Public Affairs in San Francisco in 1999. Severn Williams has run creative and effective communications campaigns for more than 25 years. He founded Public Good PR in 2001 and has since worked on issues ranging from preventing the privatization of public libraries to improving consumer protections in Property Assessed Clean Energy financing to helping to build and manage a statewide coalition aimed at keeping the California Environmental Quality Act strong. Previously, he worked as a political consultant on local and statewide candidate campaigns. He has also worked with celebrities and media executives to incorporate environmental themes into TV shows and feah1re films at the Los Angeles-based Environmental Media Association. EXHIBITD Insurance Requirements Design Professionals & Consultmits Contracts i....;onsunam snau procure pnor to commencemem 01 i:>erv1ces ana mamtam ror me cmranon or me contract, at ifs own cost and expense, the following insurance poli cies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUM:S REQUIRED 1.Commercial Ge11eral Liability (CGL) for bodily injury, propetty 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 occU1Tence (ISO Fo1m CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the requiTed occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or linuts shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any in�urance policy, whichever is greater. b.Additional Insured coverage under Consultant's policy shall be "ptimaiy and non-conttibut01y,"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 f01th 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 primaiy 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 narned insured. 2 Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with linuts no less than $1,000,000 per accident for bodily injury and property damage. 3.Workers' Compensation: As required by the State of Califomia, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occutrence for bodily injury or disease.J Not required. Consultant has provided written verification of no employees. 4.Professional Liability for professional acts, en-ors and omissions, as appropriate to Consultant'sprofession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a clain1s made f01m: 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 repo1ting" coverage for a mirurnum 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 p rovisions: Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 l ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY) � 04/12/2019 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 BElWEEN 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 Justin Kruse State Farm 1945 NW Kings Blvd A, Corvallis, OR 97330 INSURED Public Good PR 3349 NW Tanager Dr Corvallis, OR 97330 COVERAGES CERTIFICATE NUMBER: ��f�CT Cody Brighi r.�l?NJo. "''"' 5414525200 �lJ�ss: cody.bright.fhf4@statefarm.com INSURERl!ll A�tO�DINQ COVERAQE INSURER A ,Slate Fann Fire and Casualty Company INSURERS: INSURERC: INSURER D: INSURERE: INSURERF: I r� Nol:5414525204 NAIC /1. 25143 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. NOT\l\l'ITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT \IV!TH RESPECT TO IM-IICH THIS CERTIFICATE MAY BE ISSUED'OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN JS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID Cl.AIMS. INSR TYPE OF INSURANCE ADDL SUBR It��%�, ,��Wi,�, LIMITS LTR OMOn wvn POLICY NUMBER 15.. COMMERCIAL GENERAL LIABILITY 97-BS-E754-9 01/01/2019 01/01/2020 EACH OCCURRENCE $ 2,000,000 -:J CLAIMS-MADE [RI OCCUR ���i�Yta�;�ncel $ 300,000 MED EXP (Arri one person) s 5,000 -PERSONAL & ADV INJURY s -GEN'LAGGREGATE LIMIT /\PPLIES PER: GENERAL AGGREGATE s 4,000,000 � POLICY D �rs: D Lac PRODUCTS -COMP/OP AGG s 4,000,000 OTHER: s AUTOMOBILE LIABILITY �OMBINED SINGLE LIMIT Ea accidenll $ -ANY AUTO BODILY INJURY (Per person) s -ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) S --NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS tPer accident' - $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ -EXCESS LIAB Cl.Al MS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I �ftUTE I 10m AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE -EA EMPLOYEE $ ��§t�ffstr� 'g'/�PERATIONS below E.L. DISEASE• POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlonol Romorlls Schedule, may be attached II mom speco Is raqulred) CERTIFICATE HOLDER City of Cupertino Attn: City Manager Timm Borden ACORD 25 (2014/01) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1001486 132849.9 02-04-2014 VD Policy No. 97 BSE754 9 2295-FAAl CMP-4786 Page 1 or 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4786 ADDITIONAL INSURED -OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 97 BSE7 54 9 Named Insured: PUBLIC GOOD PR, LLC 3349 NW TANAGER DR CORVALLIS OR 97330-2731 Name And Address Of Additional Insured Person Or Organization: CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO CA 95014 1.SECTION II -WHO IS AN INSURED of SECTION II -LIABILITY is amended to in­ clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily in­ jury", "property damage", or "personal and advertising injury" caused, in whole or in part, by: a.Ongoing Operations (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf; in the performance of your ongoing opera­ tions for that additional insured; or CMP•4786 b.Products-Completed Operations "Your work" performed for that additionalinsured and included in the "products­completed operations hazard". 2.Any insurance provided to the additional in­sured shall only apply with respect to a claimmade or a "suit" brought for damages forwhich you are provided coverage. 3.Primary Insurance. The insurance affordedthe additional insured shall be primary insur­ance. Any insurance carried by the additionalinsured shall be noncontributory with respectto coverage provided by you. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. 1006104 137713.1 10-23-2013 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office. Inc .. with its permission. Review your policy information carefully. If anything is incorrect, or if there are any changes lo your vehicle information, please let us know right away. Other Household Vehicle(s) Your premium may be influenced by other State Farm policies that currently insure the following vehicle(s) in your household; Premium Adjustment Each year, we review our medical payments and personal injury protection coverages clain, experience to determine the vehicle safety discount that is applied to each make and model. In addition, we review the comprehensive, collision, bodily injury and property damage claim experience annually to determine which makes and models have earned decreases or increases from State Farm's standard rates. If any changes result from our reviews, adjustments are reflected in the rates sl1own on this renewal notice. The following driver(s) are assigned to the vehicle(s) on this policy. of October 1, 2018 Female Married other Household Driver(s) In addition to the Principal Driver(s) and Assigned Driver(s), your premium may be influenced by the drivers shown below and other individuals permitted to drive your vehicle. This list does not extend or expand coverage beyond that containecl in this automobile policy. The drivers listed below are the drivers reported to us that most frequently drive other vehicles in your household. SEVERN WILLIAMS Principal Driver &Assigned Drivers For each automobile, the Principal Driver is the individual who most frequently drives it. Each driver is designated as an Driver on the household automobile that he or she most frequenUy drives. Your premium may be innuenced by the information shown for these drivers. A Liability Bodily Injury 250,000/500,000 Proper�/ Damage 100,000 Personal Injury Protection Includes Medical 100,000 Income Loss 3000/mo/yr D 500 Deductible Comprehensive G 50.0 Deductible Collision H Emergency Road Service Uninsured Motor Vehicle Bodily Injury 250,000/500,000 Property Damage 20,000 Amount Due If any coverage you carry is changed to give broader protection with no additional premium charge, we will give These adjustments have already been applif1cl to your premium. Multiple Line Multicar Vehicle Safety Accident-Free Tola! Discounts Policy Number: 148 9725-Do·J-37A Prepared August 24. 2018 $45.99 you the broader protection without issuing a new policy, starting on the date we adopt the broader protection. $362.93 Page number 3 of 5 Review your policy informatiori <;arefolly. If anything is incorrect, or if there are any changes to your vehicle information, please let us !mow rigl1t away. Vel1icle Description Wilicle ldentlficalion Numbar (VIN) Who principally drives this Vf:hicle? How is this vehicle normally used? 2007 HONDA PILOT 2Hl<YF1 B557H528850 SEVERN WILLIAMS. a married male, who To Wort<. School or Pleasure. will be age 49 as of October 01, 2018. Ott1er Household Vehicle(s) Your premium may be influenced by other State Farm policies that currently insure the following vehicle(s) in you,· household: 2015 TOYOTA PRIUS Premium Adjustment Each year, we review our medical payments and personal inj ury protection coverages claim experience to determine the vehicle safety discount that is applied to each mal<e and model. In addition, we review the comprehensive, collision, bodily injury and property damage olaim experienc e Assigned Driver(!ii) annually to determine which makes and models have earned decreases or increases from State Farm's standard rates. If any changes result from our reviews, adjustments are reflected in the rates shown on tl1is renewal notice. The following diiver(s) are assigned to the vehicle(s) on this policy. Name SEVERN WILLIAMS Policy Number: 148 9726-DO·l -37B Prepared August 24. 2018 Age as of Oclo/Jer 1, 2018 49 Marital Gender Status Male Married Page number 2 of 5 other Hol!seholcl Driver(s) In addition to the Principal Driver(s) and Assigned Driver(s), your premium may be influenced by the drivers shown below and other individuals permitted to clrive your vehicle. This list does not extend or expand coverage beyond that contained in this automobile policy. The drivers listed below are the drivers reported to us that most frequently drive other vehicles in your household. NINA ERLICH-WILLIAMS Principal Driver & Assigned Drivers For each au tomobile, the Principal Driver is the individual who most frequently drives it. Each driver is designated as an on the household automobile that he or she most frequently drives. Your premium may be influenced by the information sl1own for these drivers. :, ;i�H/ ni'�. !) f;'' Lf:'-1:i;S See your pa/icy for en explanation afihese coverages. A P4 D G H U1 Amount Due Liability Bodily Injury 250,000/500,DOO Property Damage 100,000 Personal Injury Proteciion Includes Medical 100,000 Income Loss 3000/ma/yr 500 Deductible Comprehensive 500 Deductible Collision Emergency Road Service Uninsured Motor Vehicle Bodily Injury 250,000/500,000 Property Damage 20,000 Additional Use of Non-Owned Car Coverage Physical Damage If any coverage you carry is ollanged to give broader protection with no additional premium charge, we ll'nll give These adjustments have already been applied to your premium. Multiple Line Multicar Vehicle Safety Accident-Free Total Discounts Policy Number: 148 9726-001-378 Prepared August 24, 2018 $70.0!3 $25.00 S389.77 you the broader protection without issuing a new policy, starling on the date we adopt the broader protection. Page number 3 5