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19-001 IEM-California, LLC CITY OF No. Im FY2019-21 CUPERTINO RECREATION SERVICES AGREEMENT 1. Parties.This contract is made and entered into as of 7/1/2019 ("Effective Date"),by and between the City of Cupertino, a municipal corporation ("City"), and with IEM-CALIFORNIA, LLC, 750 SUNNYVALE-SARATOGA ROAD, SU,NNYVALE, CA 94087 fContra "), a CALIFORNIA CORPORAT110N for EDUCATIONAL SERVICES. 2. Services. Contractor agrees to provide the Services included in the Scope of Work and in accordance with the Schedule of Performance attached in Exhibit A. 3. Term. This contract begins on the Effective Date and ends on 6/30/2021 ("Contract Time"),unless extended on terminated as provided herein.Time is.of the essence and Contractor must have sufficient time, resources, and qualified staff to deliver the Services as required. Contractor must promptly notify City of any actual or potential delays to afford the Parties adequate opportunity to address or mitigate such delays. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $20,000 ($10,000 FOR FY19-20 AND$10,000 FOR'FY20-21).('Contract Price"),based upon'the Scope of Services,budget, performance schedule, and rates included in Exhibit A.The maximum compensation includes all costs, I expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount.Contractor must submit invoices and the information required in Exhibit A in order to receive payment. City will compensate Contractor within 30 days after approval of written invoices. Invoices are subject to review and,audit by City during,regi-ar busirmss hmv&opm 24-homS� notice. Contractor must maintain complete and accurate records of payrolls, expenditures, disbursements and other cost items charged to City or establishing the basis for an invoice, for a minimum of four (4)years from the date of final payment. 5. Independent Contractor.Contractor is an independent Contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of ,performing the Services andfor:the>persons Hired to work under this Agreement.No civllservice status or other right of employment will be acquired by virtue of Contractor's performance of the Services. Contractor is not entitled to City's health benefits, worker's compensation or any other benefit. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner. Contractor will supply all tools, materials and equipment required to perform the Services under this Contract. Contractor is responsible for obtaining permits and licenses required by law and must obtain a City business license. Recreation Services Agreement/Rev. 3-27-2018 Page 1 of 6 6. Prokpri etary/Cons dent alp Information.To the extent Cm ractor may have access ton private or confidential information owned or controlled by the City, Contractor agrees to treat it confidential and use it solely to perform this Agreement. Contractor must exercise the same standard of care to protect City information as a reasonably prudent Contractor would use to protect its own proprietary data. 7. Ownership of Materials.To the extent Contractor prepares written material, drawings or Malta in connecfion wUh this contract, City will have the property rights'to those materials and all copyrights, if any, to such work product will constitute City property. 8. Records.Contractor must maintain complete,accurate,and detailed accounting records relating to its performance in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Contractor's services, benchmarks, deliverables and costs/fees,and mustbe made reasonably available to City.The records and,supporting documents must be kept separate from other files and maintained for four years from the date of City's final payment. 9. Assignment.This Contract is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Contract without prior written approval of City.Only those persons whose names are included in Exhibit A may perform the Services. 10. Publicity and Signs. Any publicity generated by Contractor related to this contract or the Services during the Contract Time and for one year thereafter must reference City contributions. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted,exhibited or displayed on or about City property,except signage required by law or under this Agreement withmA prior written approvval from City. 11. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole negligence or willful misconduct of City personnel, Contractor agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and Contractors (collectively, "Indemnitees"), through legal counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action, demands, charges,losses, costs and expenses (9neluding:attorney fees.,legal-costs and-expenses related to litigation, arbitrations,administrative and regulatory proceedings),of every nature, arising out of or in any way related to Contractor's or Contractor's agents performance of this contract or the Services. This includes but is not limited to Liability resulting in personal injury, death, property damage, or economic losses. Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Contract. 12. Insurance. Contractor shall comply with the insurance requirements in Exhibit B.City will not execute the Agreement until it has received and approved satisfactory certificates of insurance and endorsements evidencing the type, amount, and dates of coverage. Alternatively, City in its sole discretion may purchase insurance and deduct the costs from payments to Contractor, or terminate the contract. Recreation Services Agreement/Rev. 3-27-2018 Page 2 of 6 t3. Compliance with:Laws and Other City Requirements. Requirements for all Contracts. This contract is subject to local, state and federal laws and regulations prohibiting discrimination,including Title VII of the Civil Rights Act of 1964,the California Fair Employment Practices Act,the Americans with Disabilities Act of 1990,and other laws that pertain to fair employment and anti-discrimination practices. Contractor must comply with labor laws pertaining to prevailing wages, working hours, overtime, payroll records, and other requirements imposed by the Department of Industrial Relations.If Contractor does mithave employees,it must sign the Affidavit of No Employees, attached as Exhibit C. Contractor is responsible for verifying employment eligibility of employees pursuant to the Immigration Reform and Control Act of 1986. Contractor must comply with conflict of interest laws and regulations applicable to this Agreement and avoid conflicts of interest. Contractor may be required to file a conflict of interest form for engaging in governmental decisions or serving in a staff capacity,and is hereby advised to review the requirements of California- Political Reform Act and the California Code. of Regulations, Services may only be performed by persons who are not employed by City and who do not have a contractual relationship with City other than this contract. Contractor agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. Additional Requirements for Services Provided to Minors: Contractor and its employees who provide services under this Agreement must comply with these additional requirements: A. Undergo fingerprinting and a criminal background check and verify all employees providing services under this contract have met this requirement. B. Complete a Tuberculosis screening test as required by law and as set forth in Exhibit D. C. Comply with the Mandatory Reporting under California Penal Code 11164-11174.3 and with the protocols, reporting, and training required under California Health and Safety Code Section 124235, AB2007, and other laws pertaining to concussion evaluation, removal from play, and return to play protocols. (Refer to Center for Disease Control & Prevention, https://www.cdc.gov/headsul2/index.html). D. Submit required forms and acknowledgments included in Exhibit D, and ensure its each participant is provided with a concussion information sheet, signs and returns the forms to the City as required by Health and Safety Code Section 124235. Require coaches and administrators to successfully complete the concussion and head injury education at least once either online or in person, before supervising a participant. Contractor shakl offer training, educational materials, or bah; to each: Contractor administrator on a yearly basis. (Training resources are available at the Center for Disease- Control&Prevention(link cited above). E. If providing instruction, Contractor must acknowledge and comply with all requirements set forth in the Recreation&Community Services Instructor Manual. Check one(if applicable): ® This contract requires services for children. Recreation Services Agreement/Rev. 3-27-2018 Page 3 of 6 ❑`' This contract currently does not require services for ch Odlren. If in the future, services for children are required, the contract will require a`written amendment'to include the appropriate insurance coverages as required in'Exhibit B-Insurance Requirements for Recreation Contracts', proof of finger printing and additional requirements under Paragraph 13. The contract amendment will also require the approval of the Director of Recreation and Community Services and City Attorney. 14. Coordination of 'Services. The Parties designate the following persons as Services Coordinators with the responsibility to oversee the delivery of Services in accordance with the terms of this Agreement. Contractor's designation and any substitution are subject to City approval. For City: For Contractor: IEM-California,LLC Name: Marilu Mejia Name:Johnny K.Dadlani Position:Recreation Coordinator Position:Managing Partner Contact: marilum@cupertino.org,408-777-3124 Contact:jd@GrowingIQ.com,408-498-71.94 15. Abandonment.City may abandon or postpone the Activity or Program and will notify Contractor as soon as possible. Contractor will be paid for satisfactory Services rendered through the date of abandonment upon submission of final invoices approved by City. 16. Termination. City may terminate this contract for cause or without cause at any time and will notify Contractor as soon as possible.Contractor will bepaid for satisfactory services rendered through the date of termination upon submission of final invoices approved by City. I 17. Governing Law,Venue and Dispute Resolution.This contract is governed by the laws of the State of California. Any legal actions or proceedings filed against City in connection with this contract must comply with the government claims filing requirements and must be filed with the 'Superior,Court for the•County)oi'Santa'C Cara, 'State ®f Cad forxva. At 1Qty':s-Te'q t, Contractor is required to continue to provide Services pending resolution of any 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 is required to pursue litigation,arbitration or other administrative or regulatory proceeding to enforce its rights or the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs.This Section survives this Agreement. 19. Third Party Beneficiaries. There are no third party beneficiaries under this Contract. 20. Waiver.Neither acceptance of Services nor payment thereof constitutes a waiver of any contract provision. City waiver of a breach shall not constitute waiver of another term, provision, covenant or condition,or a subsequent breach,whether of the same or a different character. 21. Entire Agreement. This Agreement and all referenced Exhibits are hereby attached and incorporated into the Agreement by this reference and represent the full and complete understanding as to those matters contained herein, and supersede any other contract or understanding, either oral or Recreation Services Agreement/Rev. 3-27-2018 Page 4 of 6 written,between the Parties,This,Agreement may not be modified-or amended,except in writing signed by both Parties.If there is any inconsistency between the main contract and any attachments or exhibits thereto, the main contract shall prevail. 22. Inserted Provisions.Each provision or clause required by law or this contract is deemed to be included and will be inferred herein. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. Headings. The headings are for convenience only and are not a part of the contract or intended to affect,limit or amplify the terms or provisions of this Agreement. 24. Severability/Partial Invalidity. If any contract term or provision, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling.All other contract terms and provisions and their application to specific situations will remain in full force and effect. 25. Survival.All provisions which by their nature must continue after the Agreement ends, including without limitation Indemnification,Insurance, Ownership of Materials, Records, Governing Law and Attorney Fees,will survive the expiration or termination of this Agreement. 26. Ncftices.Allnotices,and°u&ftumerits pertaarring to materiel provisions Hof ithis ontract or significant disputes which are required by:law or under this contract to be in writing must be sent to the persons listed below. The notices will be deemed effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission. To City of Cupertino: To Contractor: Office of the City Manager 750 Sunnyvale-Saratoga Road, Sunnyvale, CA 10300 Torre Ave., Cupertino CA 95014 94087 cc: Representative/Coordinator: cc:Representative/Coordinator: Marilu Mejia Johnny K.Dadlani Email: marilum@cupertino.org Email:jd@GrowingIQ.com 27. Validity of Contract. This contract is valid and enforceable only if it complies with the provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. Execution. The person executing this contract on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to execute this contract and to carry out all actions and services required. This contract constitutes a legally binding obligation of Contractor, and may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Recreation Services Agreement/Rev. 3-27-2018 Page 5 of 6 IN WITNESS,WHEREOF,the parties have caused this.contract to be executed. CONTRACTOR CITY OF CUPERTINO IEM-C or A Municipal Corporation By By N � Title AA - Title / r J Date_�` (�1, Date T -cl f Tax I.D. No.: J� �� 1 O APPROVED AS TO FORM: ATTEST: ,7 HEATHER M. MINNER GRACE SCHMIDT Cupertino City Attorney City Clerk ContradlE.ncat-mbered Amount:$10 000fiar;F'Y19-20, $10,000 for FY20-21. Account No.:580-62-613-700-702 Recreation Services Agreement/Rev. 3-27-2018 Page 6 of 6 EXHIBIT A SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide EDUCATIONAL SERVICES in,but not limited to, the following: EARLY CFHL,DHOOD MATH, ,MUSIC, MOTION PROGRAMS/CAMPS Location and Time of CONTRACTOR Services: Refer to the Recreation Schedule dated SUMMER 2019-SPRING 2021 for agreed upon dates, times, and class locations.The City, at its sole discretion, may change the agreed terms. Compensation for CONTRACTOR Services: Contractor shall be compensated for services performed pursuant to this Agreement. Compensation shall consist of the following: 60% of resident fee per participant,based on final roster. The total compensation to the Contractor shall not exceed $20,000 ($10,000 FOR FY19-20 AND $10,000 FOR FY20-21. Eligible Participant Minimum and Max1mums for CONTRACTOR Servlees: Minimum: 3 Maximum: 14 If less than the required minimum number of participants enroll in and pay for a particular class as identified in the schedule before the class is scheduled to start, the City may cancel the particular class and/or terminate this Agreement without additional notice or payment to Contractor. List of all Contractor Employees working for the City of Cupertino (if no Employees, identify "self"): WhAIA Wlea1-k Hvcat _ `f�1GiVlr t Performance of CONTRACTOR Services: In the case Contractor unilaterally cancels performance of a class, camp, activity or service without City approval, City reserves the right to immediately and without notice cancel the remainder of programs/services offered and or performed by Contractor. The Contractor shall follow all guidelixies pertaining to registration procedures.as listed in the quarterly recreation schedule. Participants may not take part in the program unless they are listed on the class roster or can show proof of enrollment.All participants and volunteers need to complete the City's Waiver of Liability form prior to taking part in the program.If applicable, contractors who are responsible for supervising minors must remain with the class until a parent of legal guardian has arrived and all minors are released to them. -in'the event of an.injury occurAng to a paxticipant, the Contractor will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. Exhibit B Insurance Requirements for Recreation Contracts As required by Section 12 of the Agreement, Contractor shall procure and maintain the following insurance for the duration of the contract against claims arising from or in connection with Contractor, its agents, representatives, employees or subcontractors Services under this Agreement. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/location(CG 25 03 or 25 04)or be twice the required occurrence limit. I 2. Automobile Liability: ISO CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than$1,000,000 per accident for bodily injury and property damage. 1 X Required if automobile is used to perform work under this contract. ❑ Otherwise, proof of Contractor's personal auto insurance with limits required by state law suffices. Contractor shall not transport or use its personal vehicle to transport participants or perform work under this contract. 3. Workers' Compensation: As required by the State of California, with Statutory and Employer's Liability Insurance limits of no less than$1,000,000 per accident for bodily injury or disease. K Required if Contractor has employees. ❑ If no employees, Contractor must sign Affidavit of No Employees. 4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors). Coverage may be included under General Liability or be obtained in a separate policy, such as Educators Legal Liability (ELL) policy, with a limit of no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit. Ii W Required if Contract involves services to children. Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. Self-Insured Retentions: Self-insured retentions must be approved by City. City may require Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language must provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or City. Acceptability of Insurers:Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California,with an A.M. Best's financial strength rating of"A" or better and a financial size rating of"VII"or better. OTHER INSURANCE PROVISIONS: The CGL policy must contain, or be endorsed to contain, the following provisions: 1. The City, its City Council, boards and commissions, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds with respect to liability arising out of work or Exh.B Insurance for Recreation Contracts Updated 3-26-18 1 operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. 2. Contractor's insurance shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees,agents,and volunteers. 3. The Insurance Company agrees to waive all rights of subrogation against the City, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by Contractor for City. This provision also applies to the Contractor's Workers' Compensation policy. 4. Each insurance policy required by this contract shall provide that coverage shall not be canceled, except with notice to the City. Primary Coverage: The Additional Insured coverage under Contractor's policy shall be primary non- contributory and at least as broad as ISO CG 20 01 04 13 as respects the City and all the insureds/indemnitees. If the limits of insurance required are satisfied in part by Umbrella/Excess Insurance, the Umbrella/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 the Additional Insureds before City's own insurance is triggered. Notice of Cancellation:Each insurance policy shall provide that coverage shall not be canceled or allowed to expire without written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Such notice must be sent to City via email or certified mail to the attention of the City Manager. Waiver of Subrogation:Contractor grants City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of payment of any loss under such insurance. Contractor will obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Verification of Coverage:Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause.All certificates and endorsements are to be received and approved by the City before work commences.The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications,at any time. At a minimum Contractor must provide acceptable copies of the policy declarations and endorsement page verifying the required insurance coverages. Homeowner's Insurance: Contractor's homeowner's liability insurance may provide coverage sufficient to meet these requirements. Contractor should provide these requirements to his or her agent to confirm and provide verification to City. Special Events Coverage:Insurers may provide special events coverage for a reduced fee,or City may be able to offer this coverage. Contractor should contact the City Manager's Office for information or assistance. Special Risks or Circumstances:City reserves the right to modify these requirements based on the nature of the risk,prior experience,insurer,coverage, or other special circumstances. Exh.B Insurance for Recreation Contracts Updated 3-26-18 2 EXHIBIT D Contractor's Mandated Reporter Declaration The undersigned does hereby certify that: 1. I am a representative of IEM-CALIFORNIA, LLC; that I am familiar with the facts herein and:am.authorized.and qualified to execute this declaration. 2. 1 declare that IEM-CALIFORNIA, LLC has complied with fingerprinting and criminal background investigation requirements with respect to all Contractor's employees who may have contact with minors in the course of providing services pursuant to the Agreement, and the California Department of Justice has determined that none of those employees has been convicted of a felony, as that term is defined in California Penal Code Section 11105.3. 3. I declare that each coach and administrator shall be required to successfully complete concussion and head injury education at least once, either online or in person, before supervising a participant, as required by California Health and Safety Code Section 124235, et seq. 4. On a yearly basis, all participants shall be required to sign and return a concussion and head injury information sheet in compliance with California Health and Safety Code Section 124235, which may be in the form attached as D-1. 5. That a complete and;accurate list of Contractor's employees,who may come in contact with minors during the course and scope of the Agreement, are included below. 6. All of the below mentioned employees have tested negative for TB, or X-ray results for TB, and have current documentation on file with Contractor. 7. All,of the,laelow me-ntioned,employees-have received training and understand their responsibilities under the Mandated Reporter laws of this state and are willing and able to comply. List of all Contractor Employees working for the City (if no Employees, identify "self"): Tvwt4- Lsy, Pemvv de - 'ama— '�� 8. The Contractor will notify the City of Cupertino In writing of any new employees and will be added to the above list prior to beginning work at the City of Cupertino. I declare under penalty of perjury that the foregoing is true and correct. IEM-CALIFORNIA, LLC By: =MG .'DAD'LAN'ITitle. PARTNER Date: IMIIJA C-I'llu i INDIEDU-01 WILDE1 CERTIFICATE OF LIABILITY INSURANCE DATE F-..-6/14/20(MMIDDfYYYY) 19 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). ie lliams PRODUCER PHONE �9b6)9$13-4870 ----- - (AX No): -- -- --_... Mitchell Blank&Associates Insurance Services aH�cMsws Fax 2377 pld Mea�pw�Way,Suite-236 Gold Iver,CA'9567b aoss dwilliams p3 abatnsuranaesenrices.com .... --- -- -su_r _ -------__ ------ _____.__ -__INSURER(S)AFFORDING COVERAGE INSURER A:Markel Insurance Compa"_ 142269 — -.— — INSURED .INSURER B_ .__ ---- -- - .._.. _— India Education Methods,Inc. I, NsuRER C 760 Sunnyvale Saratoga Road INSURER D Sunnyvale,CA 94087 — — — - - -__ -----_.._._---------- --._..— -- - INSURER F: I COV8RACAES CERYIFJCATE 14L M 9tR: Rf--MSKDA17JUWEER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - -- -- INSR '.ADDLISUBR'� �POLIDCY EFF POLICY EXP LTR TYPE OF INSURANCE ,I D I yyVD POLICY NUMBER pp M/DD I LIMITS A -X COMMERCIAL GENERAL LIABILITY ECCURRENCE ___$ __. 2,000,000 ACH O -- CLAIMS-MADE rX OCCUR X 'CCp33g,70.ti 3115120-t-, 311612024 DAMAGE TO RENTED 2,000,000 .- — _Pfl€M15E5_(Ee PERSONAL&ADV INJURY__,_;_$— _ _2,000,000 GEN L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE_ $ _ 4,000,000 X POLICY JECT LOC PRODUCTS-C0 NOP AGG r$ _ 4,000,000 OTHER: is A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT— 1 2,000,000 a accident) $$ _ ANY AUTO CCP336701 3/1 5/2019 3/15/2020 !BODILY INJURY OWNED f SCHEDULED -- AUTOS ONLY _ AUTOS Bt901L>!1M1tJURY(PeraccidS$ X HIRED X NONajp`yV�+��� cdD PROPERTY IMAGE ._._.._AUTOS ONLY __,AUT030NLY Is UMBRELLA I OCCUR A L EACH OCCURRENCE $ --- - EXCESS LIAB CLAIMS-MADE (AGGREGATE DIED j RETENTION$ ! $ WORKERS COMPENSATION ATIJTE OTH- AND EMPLOYERS'LIABILITY ----- AW QFanCEescribeNrHid EX PROPRIETOR/PARTNER/EXECUTIVE N/A: i E,L.EACH ACCIDENT____( $ ��ffMM dd y A,eNd -- yy E.L.DISEASE-EA EMPL'OYEETS OESCRP N OF OPERATIONS below E.L.OISEASE-POLICY LIMIT S A SexualMolestation ICCP336701 3116/2019 3/15/2020 I$1',000,000 Occ/Agg 2,000,000 A Professional Liab. iCCP336701 3/15/2019 3/15/2020 1$1,000,000 Occ/Agg 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Cupertino,its City Council,boards,and commissions,officers,officials,employees,agents,servants and volunteers are additional insured as respect the general liability arising out of your work or operations performed on behalf of the contractor including materials,parts or equipment furnished in connection with such work or operations,per carrier form attached(see p.10-11) I I, 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 ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ��CA. �� ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1 _ I INDIEDU-02 TSALAMONE '4 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/18/2019 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 endorsements. PRODUCER NQNEACT . AP Intego Insurance Group,LLC PHONE FAX 1601 Trapelo Rd Suite 280 (AIC,No,Ext: A/C,No): Waltham,MA 02451 ADoRIE :support@apintego.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Security National Insurance company 19879 INSURED INSURER B: India Education Methods LLC INSURER C: 750 Sunnyvale Saratoga Road INSURER D Sunnyvale,CA 94087 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. ILTR NSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGES RENTED PREM a aggurrence) MED EXP(Any one erson PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑IEST LOC PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO - BODILY INJURY Perperson) $ I� OWNED SCHEDULED BODILY INJURY Per accident $ 1 AUTOS ONLY AUTOS BODILY 1111 AUTOS ONLY LAUTOS ONLY R acEc dent AMAGE UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIMS-MADE AGGREGATE DEC RETENTION$ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY - YIN T T E '— 1 OOO,OOO ANY PROPRIETOR/PARTNER/EXECUTIVE X SWC1239315 4/23/2019 4/23/2020 E.L.EACH ACCIDENT QQF�FICER EMBER EXCLUDED? NIA (INandato in NH) E.L.DISEASE-EAEMPLOYE $ 1$000.000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMB 11000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,AddlUonal Remarks Schedule,may be attached If more space Is required) Waiver of Subrogation is granted in favor of the certificate holder with regard to the Workers Compensation Policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. j attn:Marilu Mejia Recreation Coordinator 10300 Torre Avenue Cupertino,CA 95014-3202 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.04-84) 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 5%of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 5/9/2019 Policy No. SWC1239315 Endorsement No. 1 Insured India Education Methods LLC Premium$ 543 Insurance Company Security National Insurance Company Countersigned by WC 04 03 06 (Ed.04-84) India Education Methods, Inc. Policy#CPP336701 COMMERCIAL GENERAL LIABILITY Markel Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EDUCATIONAL INSTITUTIONS COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Limited Product Withdrawal Expense $10,000 All Product Withdrawal Expenses Extended Property Damage—Expected Or Intended Injury Included Non-Owned Watercraft Increased To 51 Feet Long Non-Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $10,000 Each Occurrence Property Damage To Customers'Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each Occurrence Limit Property Damage From Elevator Use Included Personal And Advertising Injury From Televised Or Videotaped Material Included Supplementary Payments Bail Bonds Up To$5,000 Loss Of Earnings Up To$500 A Day Legal And Media Expense $10,000 Each Event/$50,000 Annual Aggregate Medical Personnel $100,000 Any One Person Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Managers Or Lessors Of Premises Included Mortgagees,Assignees Or Receivers Included Vendors Included Each Location And Each Project Aggregates Equal To The General Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Or Suit Included Student Accident Coverage—Excess Limitation Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included MGL 1209 0114 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 14 with its permission. A. LIMITED PRODUCT WITHDRAWAL EXPENSE THIS COVERAGE ONLY PROVIDES REIMBURSEMENT TO YOU FOR EXPENSES INCURRED BECAUSE OF A COVERED"PRODUCT WITHDRAWAL". THIS COVERAGE DOES NOT PROVIDE ANY LIABILITY COVERAGE OR COVERAGE FOR THE COST OR EXPENSE OF DEFENDING ANY CLAIM OR"SUIT". 1. The following is added to Section I—Coverages: LIMITED PRODUCT WITHDRAWAL EXPENSE COVERAGE Insuring Agreement a. We will reimburse you for"product withdrawal expenses"incurred by you because of a"product withdrawal"to which this insurance applies. The amount of such reimbursement is limited as described in Section III— Limits Of Insurance, as amended by this endorsement. No other obligation or liability to pay sums or perform acts or services is covered. b. This insurance applies to a "product withdrawal" only if the "product withdrawal" is initiated in the"coverage territory"during the policy period because: (1) You determine that the"product withdrawal" is necessary;or (2) An authorized government entity has ordered you to conduct a"product withdrawal". c. We will reimburse"product withdrawal expenses"only if: (1) The expenses are incurred within one year of the date the"product withdrawal"was initiated; (2) The expenses are reported to us within one year of the date the expenses were incurred;and (3) The product that is the subject of the"product withdrawal"was produced during the policy period. d. The initiation of a "product withdrawal'will be deemed to have been made only at the earliest of the following times: (1) When you first announced, in any manner, to the general public, your vendors or to your "employees" (other than those "employees" directly involved in making the determination) your decision to conduct or participate in a "product withdrawal'. This applies regardless of whether the determination to conduct a "product withdrawal'is made by you or is requested by a third party; or (2) When you first received, either orally or in writing, notification of an order from an authorized government entity to conduct a"product withdrawal'. e. "Product withdrawal expenses" incurred to withdraw"your products" which contain the same or substantially similar"defects"will be deemed to have arisen out of the same"product withdrawal". Exclusions This insurance does not apply to"product withdrawal expenses"arising out of: a. Breach Of Warranty And Failure To Conform To Intended Purpose Any "product withdrawal" initiated due to the failure of "your product" to accomplish its intended purpose, including any breach of warranty of fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause "bodily injury" or physical damage to tangible property other than"your product". b. Infringement Of Copyright, Patent,Trade Secret,Trade Dress Or Trademark Any "product withdrawal" initiated due to copyright, patent, trade secret, trade dress or trademark infringements. c. Chemical Transformation, Deterioration Or Decomposition Any"product withdrawal" initiated due to transformation of a chemical nature, deterioration or decomposition of "your product". This exclusion does not apply if transformation of a chemical nature, deterioration or decomposition is caused by: (1) An error in manufacturing, design or processing; MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 14 with its permission. (2) Transportation of"your product";or (3) "Product tampering". d. Goodwill, Market Share, Revenue, Profit Or Redesign The costs of goodwill, market share, revenue or"profit"or the costs of redesigning"your product". e. Expiration Of Shelf Life Any"product withdrawal" initiated due to expiration of the designated shelf life of"your product". f. Known Defect A"product withdrawal" initiated because of a "defect" in "your product" known to exist by the Named Insured or the Named Insured's "executive officers" prior to the policy period or the time "your product" leaves your control or possession. g. Otherwise Excluded Products A recall of any speck products for which "bodily injury" or"property damage" is excluded under Coverage A —Bodily Injury And Property Damage Liability. h. Governmental Ban A recall when"your product"or a component contained within"your product"has been: (1) Banned from the market by an authorized government entity prior to the policy period; or (2) Distributed or sold by you subsequent to any governmental ban. I. Defense Of Claim The defense of a claim or"suit"against you for liability arising out of a"product withdrawal". j. Third Party Damages, Fines And Penalties Any compensatory damages, fines, penalties, punitive or exemplary or other non-compensatory damages imposed upon the insured. Exemplary or punitive damages are only excluded in jurisdictions where allowable by statute. k. Pollution-Related Expenses Any loss,cost or expense due to any: (1) Request, demand, order, statutory or regulatory requirement 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";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". 2. The following is added to Section III—Limits Of Insurance: The most that we will reimburse you for the sum of all "product withdrawal expenses" incurred for all "product withdrawals" initiated during the policy period is the amount shown in the Schedule of this endorsement, regardless of the number of: a. Insureds; b. "Product withdrawals" initiated; or c. "Your products"withdrawn. 3. Section IV—Commercial General Liability Conditions is amended as follows: a. Paragraph 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit is replaced by the following: 2. Duties In The Event Of A Defect Or A Product Withdrawal a. You must see to it that we are notified as soon as practicable of any actual, suspected or threatened MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page it with its permission. i "defect" in "your product", or any governmental investigation, that may result in a "product withdrawal".To the extent possible, notice should include: (1) How, when and where the"defect"was discovered; (2) The names and addresses of any injured persons and witnesses; and (3) The nature, location and circumstances of any injury or damage arising out of use or consumption of"your product'. Your obligation to notify us as soon as practicable is satisfied if you send us written notice as soon as practicable after any of your "executive officers", directors, partners, insurance managers or legal representatives become aware of or should have become aware of such actual, suspected or threatened "defect' in "your product", or any governmental investigation, that may result in a"product withdrawal". b. If a"product withdrawal"is initiated, you must: (1) Immediately record the specifics of the "product withdrawal" and the date where it was initiated; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the"product withdrawal"as soon as practicable. c. You must promptly take all reasonable steps to mitigate the expenses associated with a "product withdrawal". Any "profit" that you receive from mitigating the expenses will be deducted from the amount of reimbursement that you will receive for"product withdrawal expenses". d. You and any other involved insured must: (1) Immediately send us copies of pertinent correspondence received in connection with the"product withdrawal; (2) Authorize us to obtain records and other information;and (3) Cooperate with us in our investigation of the"product withdrawal". b. The following Conditions are added: Concealment Or Fraud We will not provide"product withdrawal expense"coverage to you or any other insured who, at any time: a. Engaged in fraudulent conduct;or b. Intentionally concealed or misrepresented a material fact concerning a "product withdrawal" or "product withdrawal expenses" incurred by you. Product Tampering Limitation When "product tampering" is known, suspected or threatened, a "product withdrawal" will be limited to those batches of"your product"which are known or suspected to have been tampered with. 4. The following definitions are added: a. "Defect"means a flaw, deficiency or inadequacy that creates a dangerous condition. b. "Product tampering" means an act of intentional alteration of "your product" which has caused or is reasonably expected to cause"bodily injury"or physical injury to tangible property other than"your product". For purposes of this insurance,electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and application software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. c. "Product withdrawal"means the recall or withdrawal: MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 14 with its permission. (1) From the market; or (2) From use by any other person or organization; of "your products" or products which contain "your products", because of known or suspected "defects" in your product" or known or suspected "product tampering" which has caused or is reasonably expected to cause"bodily injury"or physical injury to tangible property other than"your product". For purposes of this insurance,electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs,tapes, drives, cells,data processing devices, or any other media which are used with electronically controlled equipment. d. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below, paid and directly related to a"product withdrawal": (1) Costs of notification; (2) Costs of stationery, envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular non-salary "employees" and costs incurred by your "employees", including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; (7) Costs of warehouse or storage space; or (8) Costs of proper disposal of "your products" or products that contain "your products" that cannot be reused, not exceeding your purchase price or your costs to produce the products. e. "Profit" means the positive gain from business operation after subtracting all expenses. B. EXTENDED PROPERTY DAMAGE—EXPECTED OR INTENDED INJURY Exclusion 2.a. Expected Or Intended Injury under Section 1 — Coverages, Coverage A— Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "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. C. NON-OWNED WATERCRAFT AND NON-OWNED AIRCRAFT Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability is amended as follows: 1. Paragraph (2)is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge. 2. The following is added: (6) "Bodily injury" or "property damage" arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. If other insurance applies to a loss because of"property damage"to non-owned watercraft or aircraft as described in Paragraphs (2) or (6) above, the insurance provided by this Coverage Form does not apply, whether the other insurance is primary, excess,contingent or issued on any other basis. MGL 1209 0114 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 14 with its permission. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT I 1. The following is added to Exclusion 2J. Damage To Property under Section 1—Coverages, Coverage A— Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to"property damage"to borrowed equipment while that equipment is: a. Not being used to perform operations;and b. Away from an insured's premises. 2. The following is added to Section III—Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for"property damage"to borrowed equipment is the amount shown in the Schedule of this endorsement for each"occurrence". 3. The insurance afforded by Paragraph 1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS'GOODS 1. The following is added to Exclusion 2J. Damage To Property under Section I —Coverages, Coverage A—Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" to "customers' goods" while on your premises. 2. The following is added to Section III—Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to "customers' goods" is the amount shown in the Schedule of this endorsement for each"occurrence". 3. The insurance afforded by Paragraph 1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4. The following definition is added: "Customers' goods" means tangible personal property belonging to your customers and left with you for storage, service or repair. "Customers'goods"does not include: a. Accounts, bills, currency, deeds,food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals; c. Contraband, or property in the course of illegal transportation or trade; d. Personal property while airborne or waterborne; e. Property that is covered under another coverage form of this or any other policy in which it is more specifically described, except for the excess of the amount due (whether you can collect on it or not) from that other insurance; f. Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft; This paragraph does not apply to: (1) Vehicles or self-propelled machines,other than"autos", you hold for sale; or (2) Rowboats or canoes out of water at your premises;or g. The following property while outside of buildings: (1) Grain,hay, straw or other crops;and (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, trees, shrubs or plants(other than trees,shrubs or plants held for sale). MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 14 with its permission. i F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this endorsement is attached: 1. The first paragraph following Paragraph (6) of Exclusion 2J. Damage To Property under Section 1 —Coverages, Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance. 2. The final paragraph of Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n, do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III—Limits Of Insurance. 3. Paragraph 6.under Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner, is equal to the Each Occurrence limit shown in the Declarations. 4. Paragraph 4.b.(1)(a)(Ii) of the Commercial General Liability Coverage Form, and Paragraph 4.b.(1)(a)(iii) of the Commercial General Liability Coverage Form (Claims-Made Version) under Section IV — Commercial General Liability Conditions are replaced by the following: That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Paragraph a.of Definition 9. "insured contract"is replaced by the following: 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, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; G. PROPERTY DAMAGE FROM ELEVATOR USE 1. The following is added to Exclusion 2J. Damage To Property under Section I—Coverages, Coverage A—Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply if such "property damage" arises out of the use of elevators at premises you own, rent, lease or occupy. 2. The insurance afforded by Paragraph 1. above is excess over any other valid and collectible insurance which applies to a loss because of"property damage" arising out of the use of elevators, whether such other insurance is primary, excess,contingent or issued on any other basis. H. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1. Exclusions 2.b. and 2.c. under Section I—Coverages, Coverage B—Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral,written or professionally produced televised or videotaped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury"arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material whose first publication took place before the beginning of the policy MGL 1209 0114 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 14 with its permission. period. 2. Paragraphs d. and e.of the definition of"personal and advertising injury"are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization, or disparages a person's or organization's goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person's right to privacy; I. SUPPLEMENTARY PAYMENTS—BAIL BONDS, LOSS OF EARNINGS,LEGAL AND MEDIA EXPENSE Section I—Coverages, Supplementary Payments—Coverage A And B is amended as follows: 1. Paragraphs 1.b.and 1.d.are replaced by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the amount shown in the Schedule of this endorsement because of time off from work. 2. The following is added: Legal And Media Expense a. We will reimburse you for "legal and media expense" you actually incurred and paid because of a "legal or media event"during the policy period, However: (1) We will have no liability to reimburse you for fines, penalties, assessments of costs or other financial awards associated with any such"legal or media event";and (2) We will only reimburse you for"legal and media expense" actually incurred and paid within 90 days of the "legal or media event", b. The maximum we will reimburse you is: (1) The Each Event amount shown in the Schedule of this endorsement for any one "legal or media event"; and (2) The Annual Aggregate amount shown in the Schedule of this endorsement for the sum of all "legal or media events"during the policy period. c. The following definitions are added: (1) "Legal or media event" means any criminal investigation, criminal complaint, indictment, administrative hearing, licensing hearing or regulatory agency proceeding relating to the alleged violation or infringement of one or more state or federal statutes or regulations regarding: (a) Child abuse; (b) Premises contamination at your facility; (c) Closure of your facility by order of the Board of Health due to discovery or suspicion of contaminated food that has been served to your clients; (d) An actual, attempted, or threatened violent act committed on your premises that results in physical injury or death, including sexual assault, kidnapping, criminal use of weapons on your premises, and stalking of your clients; (e) An actual incident occurring at your premises involving an explosion, fire, construction accident, or equipment failure; or (f) Your operations intended to protect the rights or safety of children and/or children in child care facilities. MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page 8 of 14 with its permission. "Legal or media event includes significant adverse local," 9 regional or national news media coverage of you relating to the adverse"legal or media event". However, "legal or media event"does not include any actual or threatened"suit"or claim. (2) "Legal and media expense"means reasonable fees and necessary costs incurred by you for: (a) Attorneys, experts, and consultants used in your investigation or defense of a "legal or media event'; and (b) Media consultants and management of public relations used in your investigation or defense of a "legal or media event". "Legal and media expense"does not include: (a) Damages; (b) Fines, taxes,sanctions,or penalties; (c) Any uninsurable amount; (d) Any expense reimbursed or covered by any other entity or carrier or for which another entity is liable or obligated to pay;or (e) Any of your remuneration, salaries, overhead, fees, loss of earning reimbursement, or benefit expenses. J. MEDICAL PERSONNEL The following applies only if no other similar coverage is included on or added to the policy to which this endorsement is attached: 1. Paragraph 2.a.(1)(d) under Section II — Who Is An Insured does not apply to any registered nurse, licensed practical nurse, certified emergency medical technician or certified paramedic who is employed by you to provide professional health care services,but only while acting within the scope and course of their duties as such. 2. The following is added to Section III—Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay under Medical Personnel Coverage is the amount shown in the Schedule of this endorsement for all loss sustained by any one person from professional health services. K. BROADENED DEFINITION OF INSURED Section 11—Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1)does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered"occurrence", claim or"suit". This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a.is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation;and (2) Afforded until the end of the policy period of this Coverage Form. L. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II—Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: MGL 1209 0114 Includes copyrighted material of Insurance Services Office, Inc., Page 9 of 14 with its permission. a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the"bodily injury","property damage"or"personal and advertising injury". However: (1) The person or organization is an insured only to the extent you are held liable due to: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured,whether the work is performed by you or for you; (c) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires or you cease to lease that equipment;and (ii) This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of such person or organization; (d) Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury"arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications;and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to "bodily injury" or "property damage" included within the "products- completed operations hazard". (4) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. (5) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (6) A person's or organization's status as an insured under this endorsement ends when your operations for that insured are completed. (7) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (8) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to managers or lessors of premises; mortgagees, assignees or receivers; or vendors. MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page 10 of 14 with its permission. i b. Managers Or Lessors Of Premises Any person or organization who leases to you or manages property you rent or lease, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in connection with that part of the premises leased or rented to you and shown on the Declarations. The following additional exclusions apply to such managers or lessors of premises: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s)or organization(s)who leases to you or manages property you rent or lease. c. Mortgagees,Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However,this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. d. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury" or"property damage", and only with respect to "bodily injury" or"property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) "Bodily injury" or"property damage" for which the vendor is obligated to pay damages by reason of the 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; (a) 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; (h) Any failure to maintain the product in a merchantable condition;or (i) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (1) The exceptions contained in subparagraphs(d)or(f);or (il) 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. MGL 1209 0114 Includes copyrighted material of Insurance Services Office, Inc., Page 11 of 14 with its permission. I i (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 insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if"bodily injury" or"property damage" included in the"products-completed operations hazard" is excluded either by the provisions of this insurance or by endorsement. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law;and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III —Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement;or b. Available under the applicable limits of Insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of Insurance shown in the Declarations. M. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III—Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered"location"or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered "location" or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury' or "property damage" included in the "products- completed operations hazard", and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or"suits"brought; or (3) Persons or organizations making claims or bringing"suits". c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered "location" or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered"location"or covered project's general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense 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 Each Location or Each Project Aggregate limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered"location"or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products-Completed Operations Aggregate limit,whichever is applicable;and MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page 12 of 14 with its permission. b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. 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 the Each Location or Each Project Aggregate limit. 4. If the applicable covered 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. 5. For the purposes of this section of this endorsement, "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. 6. The provisions of Section III— Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. N. DUTIES IN THE EVENT OF OCCURRENCE,OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV— Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an"occurrence", offense, claim or"suit"is satisfied if you send us written notice as soon as practicable after any of your"executive officers", directors, partners, insurance managers or legal representatives become aware of or should have become aware of such"occurrence", offense, claim or"suit'. O. STUDENT ACCIDENT COVERAGE—EXCESS The following is added to Paragraph b. Excess Insurance, subparagraph (1) of Condition 4. Other Insurance under Section IV—Commercial General Liability Conditions: (c) This insurance is excess over any other insurance, whether primary or excess, that provides Student Accident Coverage. P. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV—Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of the Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization 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 in the "products-completed operations hazard". This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an "occurrence"to waive such rights. R. LIBERALIZATION The following is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. S. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3."bodily injury"is replaced by the following: 3. "Bodily injury"means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress resulting from any of these; and MGL 1209 01 14 Includes co pyrighted material of Insurance Services Office, Inc., Page 13 of 14 with its permission. i f b. Death resulting from bodily injury, sickness or disease. T. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1)of Definition 12."mobile equipment": This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. MGL 1209 01 14 Includes copyrighted material of Insurance Services Office, Inc., Page 14 of 14 with its permission. i