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19-144 Ecology Action of Santa Cruz, Pedestrian Education CITY OF SERVICES AGREEMENT ($5,000 OR LESS) CUPERTINO 1. Parties. This Agreement("Agreement") is made and entered into as of August 13,2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation("City") and Ecology Action of Santa Cruz for pedestrian education. ("Contractor"), a Non-Profit 2. Services. Contractor agrees to provide the programs,classes or activities("Services")set forth in detail in the Scope of Services, attached and incorporated here as Exhibit A. 3. Time of Performance.This Agreement begins on the Effective Date and ends on June 10,2020 (`'Contract Time"), unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A.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. 1 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$4000 ("Contract Price"), based upon the Scope of Services,and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Upon City approval of written invoices, Contractor will be paid as follows: (check one;cross out others): ❑� A lump sum amount of$4000 which shall not exceed the Contract Price. ❑At the rate of$ per hour for a total not to exceed the Contract Price. I ❑Based on the payment schedule included or attached to Exhibit A which shall not exceed the Contract Price. i 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 and for the persons hired to work under this Agreement. Contractor is not entjtled to health benefits,workers compensation or other benefits from the City. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. { 6. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. I'rogranh Pedestrian Education ror City of Cupertino Safe Routes to School Program Services Agreement($5,000)/Rev. May 22, 2018 Page 1 of 6 7. Indemnification.To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify,defend, and hold harmless City, its City Council, boards and commissions, 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 proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract,obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; 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 Agreement. 8. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B,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. 9. Compliance with Laws. Contractor shall comply with all laws and regulations applicable to this Agreement, included without limitation the following laws: Labor Laws.Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. ❑Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. 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 1 l 135,and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy,Contractor understands thaf harassment and discrimination directed toward a job applicant, an employee, a City employee, or any.other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. Program Pedestrian Education for City of Cupertino Safe Routes to School Program Services Agreement($5,000)/Rev. May 22,2018 Page 2 of 6 15. Contract Interpretation. There are no intended third party beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach.The headings in this Agreement are for convenience only.The Indemnification and Governing Law sections expressly survive this Agreement. 16.Severability. If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal or unenforceable, such term/provision shall remain in effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 17. Notices. All notices, demands, requests and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof in the United States Mail, postage prepaid, registered or certified,or the next business day following electronic submission: To City of Cupertino: To Contractor: 10300 Torre Ave.,Cupertino,CA 95014 Ecology Action 877 Cedar Street,#240,Santa Cruz,CA 95060 Attention: Cherie Walkowiak Attention: Kira Ticus Email: cheriewacupertino.org Email: kticusuecoact.org> 18. Validity of Contract.This Agreement is valid and enforceable only if(a) it complies with the contract provisions of Cupertino Municipal Code Sections 3.22 and 3.23,(b) is signed by the City Manager or an authorized designee, and(c) is approved for form by the City Attorney's Office. 19. Execution. Contractor's signatory warrants that he or she is authorized to execute the Agreement and to legally bind Contractor.This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Program Pedestrian Education for City of Cupertino Safe Routes to School Program Services Agreement($5,000)/Rev.May 22, 2018 Page 4 of 6 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 form 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. 10.Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment. I 11.Termination.City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service(i.e., program, class or activity)without giving advance notice or obtaining written approval from City. 12.Governing Law.This Agreement is governed by the laws of the State of California.Any lawsuits filed related to this Agreement must be tiled with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil 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. 13. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement or understanding,either oral or written, between the Parties. Any changes to 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 test of the main Agreement shall prevail. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 14.Services Coordinator. The Parties designate the following persons as Services Coordinators for this Agreement. Contractor's designation and any substitution are subject to City approval. For Contractor: For City: Ecology Action City of Cupertino Kira Ticus Cherie Walkowiak Name Name SRTS Program Manager SUS Coordinator Position Position kticus c ecoact.org cheriew Fecupertino.org Contact Contact Program Pedestrian Education for City of Cupertino Safe Routes to School Program Services Agreement($5,000)/Rev. May 22, 2018 Page 3 of 6 IN WITNESS WHEREOF,the Parties have caused the Agreement to be executed as of the Effective Date written above. CONTRACTOR CITY OF CUPERTINO Ecology Action A Municipal Corporation 877 Cedar Street,Suite 240 !sue Santa Ccuz A 950 ly By: By: Name:Charles Tremper Name: Roger Lee Title:VP Title: Director of Public Works Tay I.D. No.:94-2584236 APPROVED AS TO FORM: By: \ HEATHER M. MINNER Cupertino City Attorney ATTEST: By: (3� GRACE SCH , City Clerk Program Pedestrian Education For Citv of Cupertino Safe Routes to School Program Services Agreement($5.000)/Rev. May 22, 2018 Page 5 of 6 t� 0-;6­r ?•:o/ Ecology Helping ! people Action act now. Scope of Work and Budget for the City of Cupertino Pedestrian Safety Training for 2nd Grades at Garden Gate Elementary Date of Event:To be confirmed—Fall 2019 Ecology Action will provide comprehensive pedestrian safety education to the 2"d Grade classes at Garden Gate Elementary in Fall 2019.Our Walk Smart program is modeled on best national practices in terms of age of delivery, diversity of teaching methods and course content.Our goal is to deliver quality programing that changes behavior rather than reach the highest number of students. We continue to modify curriculum and teaching techniques to best adapt to the students of each specific school site. Second Grade—Classroom Presentation and'Walk Around the Block'Field Experience Ecology Action will provide a classroom presentation and experiential 'Walk Around the Block' (WAB)for each of the second-grade classes. The approximately 45-minute Walk Smart classroom presentation will introduce the `Stop, Look,and Listen"street crossing method.The method teaches students to stop at the curb and look five directions (left, right,left,in front, behind)to check for cars.Students are directed to make eye contact with any drivers and to use an extended arm to communicate that car drivers should stop. Lastly, students must listen to check for any other approaching cars they may not have seen yet.Once it is safe to cross,students are advised to walk carefully while continuing to look and listen for additional cars. The 1-1.5 hour WAB allows students to practice the skills learned during the classroom presentation while walking in the neighborhood around the school.All students must return a signed permission slip to participate in the training. Prior to conducting the WAB,our staff scout for adjacent routes and intersections to use for the training. Once all safety concepts and field trip rules are understood,students are divided into two groups and issued brightly colored safety vests.Each group is led by one Ecology Action Lead Educator and assisted by a second adult(either the third Ecology Action staff member or the classroom teacher).We also welcome parent volunteers to join us and learn/practice with their child. Our instructor to student ratio is approximately 1:5.Additionally, Ecology Action will invite local law enforcement agencies and government representatives to join-it's a learning opportunity for the whole community! While participating in the WAB,students get the opportunity to practice crossing the street at a minimum of two intersections.The first crossing is done in a larger group, with all students demonstrating the Stop, Look and Listen method before safely crossing together.The second intersection is considered the test crossing. First,we ask the teacher to cross on his/her own,with verbal support from the students. Once the teacher has successfully crossed, it's time for the students to try. Students are divided into smaller groups of 3-4 and must each correctly demonstrate the Stop, Look, and Listen method with minimum input from the instructors. In order to increase safety,adult instructors are stationed on either side of the intersection and discreetly control the crossing. In addition to practicing crossing at intersections, during the WAB, Ecology Action instructors use place-based scenarios to continue educating the students. Instructors will provide a lesson on driveway safety and the importance of paying attention to the car's lights. In addition, instructors will lead short games to help students actively engage in observing their surroundings. Lastly, instructors will teach students about the importance of traffic signs,signals, and infrastructure. www.ecoact.org 831.426,5925 �• r ECoJQgy Helping eople }1 Action act now. After independently crossing a street at a neighborhood crosswalk,students return to the school campus. Once students have returned to their desks, students are presented with a Safe Street Crosser Certificate. In addition to recognizing the students for their achievement,the certificate reinforces the important lessons learned during Walk Smart.Students are asked to present their certificates to their parents.This is an opportunity for parents to learn about the course content and reinforce safe pedestrian practices. During the event wrap-up,all teachers will be asked to complete a post-event evaluation. Pedestrian Awareness Skills Practiced during the Walking Field Trip: ✓ Acute Observation ✓ Driveway safety ✓ Watching for parked cars ✓ Navigating mid-block and intersection crossings ✓ Navigating traffic signs/signals ✓ Unfriendly dogs in the path ✓ Understanding car lights ✓ Importance of trusted adults In order to gauge understanding and learning,a pre-and post-training quiz will be presented to students.An analysis of the results will be provided. Co-Marketing Ecology Action will ensure that a City of Cupertino Safe Routes to School logo will be included on all materials. Budget Proposal for the City of Cupertino Garden Gate Elementary Fall 2019 Cost per Class Total Cost 4 Walk Smart Classroom Presentations and 4 Walking Field Trips $1000.00 $4,000.00 for the Second Grade Classes at Garden Gate Elementary(offered at pilot program pricing) Total Cost Due $4,000.00 �,,jww.ecoact org 831.426.5925 EXHIBIT B INSURANCE REQUIREMENTS For Services and Activities Involving Children Instructor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Instructor, his agents, representatives, employees or subcontractors. 1VlININIUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: I. 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, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04)or the general aggregate limit shall be twice the required occurrence limit. 2. Sexual Abuse/Molestation insurance or the equivalent are required for contracts involving children in after school activities, recreational programs, athletics, studies, transportation of students. Covers potential claims of abuse or child molestation. Sexual Abuse/Molestation coverage must be included under General Liability or obtained in separate policies in an amount of not less than $1,000,000 per occurrence($2,000,000 aggregate)and$3,000,000 excess/umbrella coverage. 3. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor 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. (Note—required only if auto is used in performance of work) 4. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Note—required only if Instructor has employees). If the contractor maintains broader coverage and/or higher limits than the minimums shown above,the Entity requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Self-Insured Retentions Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Instructor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide,or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity. Other Insurance Provisions The general liability policy is to contain, or be endorsed to contain, the following provisions: 1. The Entity, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts or equipment furnished in connection with such work or operations. ; 2. For any claims related to this contract,the Instructor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers,officials, employees, agents,and volunteers. 3.The Insurance Company agrees to waive all rights of subrogation against the Entity, its elected or appointed officers,officials,agents,and employees for losses paid under the terms of any policy which arise from work performed by the Instructor for the Entity.This provision also applies to the Instructor's Workers' Compensation policy. 4. Each insurance policy required above shall provide that coverage shall not be canceled,except with notice to the Entity. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the Entity. Verification of Coverage Instructor shall furnish the Entity with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Entity before work commences.The Entity 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. We strongly recommend obtaining a copy of the policy declarations and endorsement page(make this a requirement in your Contract)to facilitate verification of coverages and spot any undesirable policy limitations or exclusions. Homeowner's Insurance In some cases the Instructor's homeowner's liability insurance may provide coverage sufficient to meet these requirements. Instructor should provide these requirements to his or her agent to confirm and provide verification to the Entity. Special Events Coverage for Instructors Special events coverage is available for an additional fee to provide the liability insurance required by this agreement. Instructor can obtain additional information and cost from the Entity. Special or Low Risk Activities Entity reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience,insurer,coverage, or other special circumstances.The Entity reserves the right to modify or waive insurance requirements for certain low risk recreational activities. tUOLU-1 ,ACC�RL7' CERTIFICATE OF LIABILITY INSURANCE D08/02ATE /2019Y) ��- 08/02/2019 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). 949-365-5149 CONTACT Noelle Weidemann PRODUCER .NAME: Brakke Schafnitz Ins.I RMI PHONE 949-365-5149 FAX 949-313-3258 License#OK07568 (A/C,No,Ext): (AIC,No): E-MAIL noelle SI US 28202 Cabot Rd 600 ADDRESS; g' Laguna Niguel,CA 92677 INSURER(S)AFFORDING COVERAGE NAIC q Alex Kincaid Ins Svcs LLC INSURER A:Sentinel Insurance Company _ INSURED Ecology Action of Santa Cruz INSURERS:Nonprofits Insurance Alliance 877 Cedar Street,#240 Peleus Ins CO 34118 Santa Cruz,CA 96060 _INsuRERc _ INSURER D: - - INSURER E: - INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 / S CLAIMS-MADE X OCCUR Y Y 2019-10071 �/ 06/08l2019 06108/2020�REM SES((Ea E TO occur ence) 500,000 S _. MED EXP(Any one person) _S 20,000 PERSONAL_B ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _S ,. 2,000,000 POLICY PRO LOC PRODUCTS-COMP/OP AGG S _ 2,000,000 JECT S OTHER: COMBINED SINGLE LIMIT 1,000,000 B AUTOMOBILE LIABILITY / (Ea accident X ANY AUTO Y Y 2019-10071 ✓ 06/08/2019 06/08/2020 VbOOILY INJURY LPer person)_S. OWNED SCHEDULED BODILY INJURY(Per accident)_S _ AUTOS ONLY AUTOS HIRED PROPERTY DAMAGE X. AUTOS ONLY X NON-OWNED AUTOS ONLY _(Per accident _. .S S B X UMBRELLA LIAB OCCUR PkCH OCCURRENCE S 2,000,00 EXCESS LIAB CLAIMS-MADE AGGREGATE _._.. . S 2019-10071UMB 06108/2019 0610812020 2,000,00 DED X RETENTIONS --10,000 S A WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY / .STATUTE, ER _„. YIN Y 72WEDF6768 v 06I08/2019 06/08/2020 E.L.EACH ACCIDENT S 1'000'000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? NIA 1,000,000 (Mandatory in NH) E.L._DISEA_SE_=EA EMPLOYEE_S "yes.describe under 1,000,000 DESCRIPTION OF OPERATIONS below L.DISEASE-POLICY LIMIT S C E&O CTR4226997.0 06/20/2019 03/08/2020 Aggregate 2,000,000 Ea Claim 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached it more space is required) The Certificate Holder and Cupertino Union School District and all its j schools are listed as an additional insured,as per the attached endorsements Al#CG20370413,PNC#NIACE611117 WOS#NIACE261117, Auto Al and PNC#NIACA10413,Auto WOS#C04441013 and WC WOS#WC040306 I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Numbe(j��Effective Endorsement Number: Effective Date hour is the same as stated on the Information Page of the policy. Named Insured and Address: ECOLOGY ACTION OF SANTA CRUZ 877 CEDAR ST SANTA CRUZ CA 95060 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization from whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 06/20/19 Policy Expiration Date: 06/08/20 POLICY NUMB 2019-10071 COMMERCIAL GENERAL LIABILITY Named Insured. mat ction of Santa Cruz' CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy,under a written contract or agreement currently in effect,or becoming effective during the term of this policy.The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II—Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s)or additional insureds,the following is added to organization(s)shown in the Schedule,but only Section III—Limits Of Insurance: with respect to liability for"bodily injury","property damage"or"personal and advertising injury" If coverage provided to the additional insured is caused, in whole or in part,by your acts or required by a contract or agreement,the most we omissions or the acts or omissions of those acting will pay on behalf of the additional insured is the on your behalf: amount of insurance: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement;or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the insured only applies to the extent permitted by Declarations. law; and 2. If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc.,2012 Page 1 of 1 NMINONPROFITS INSURANCE ALLIANCE OF LALIFOINIA AHeao for rnSUra.,vo.Atfialtoi NoaoMflts. POLICY NUMBE .2019-1007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE A. Section II—WHO IS AN INSURED is amended to include: 4.Any public entity as an additional insured,and the officers,officials,employees,agents and/or volunteers of that public entity,as applicable,who may be named in the Schedule above,when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers,officials, employees,agents and/or volunteers be added as an additional insured(s)on your policy, but only with respect to liability for"bodily injury", "property damage"or "personal and advertising injury"caused, in whole or in part, by: a. Your negligent acts or omissions;or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. _ B. Section III—LIMITS OF INSURANCE is amended to include: 8.The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s)pursuant to Provision A.4.above,are those specified in the written contract between you and that public entity,or the limits available under this policy,whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s),Condition 4. Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary,we will share with all that other insurance as described in c. below;or NIAC-E61 02 19 Page 1 of 2 Im NONPROFITS 0 INSURANCE _ ALLIANCE OF L ALIFOWSLA ANrae lot Pt*4ira.nci.ANsartf7+'Nood.rofitd. POLICYNUMBE .2019-10071 i (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)'own insurance. Paragraphs(1)and (2)do not apply to other insurance to which the additional insured(s)has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance,whether primary,excess,contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is fire, lightning,or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises temporarily occupied by you with permission of the owner;or (d) If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of SECTION I—COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s)under this Endorsement covering liability for damages which are subject to this endorsement and forwhich the additional insured(s)has been added as an additional insured by that other insurance. (1) When this insurance is excess,we will have no duty under Coverages A or B to defend the additional insured(s)against any"suit"if any other insurer has a duty to defend the additional insured(s)against that"suit". If no other insurer defends,we will undertake to do so,but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s)permits contribution by equal shares,we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any other the other insurance available to the additional insured(s)does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIAC-E61 02 19 Page 2 of 2 NMNON PROFITS POLICY NUMBER:2 19-10071 FORM: NIAC-E26 11 17 INSURANCE NAMED INSURED: Action of Santa Cruz" ALLIANCE OF CALIFOILNIA A H#41 jot r surpnC4.A Mart for N0npmfJtl. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy,we waive any right of recovery we may have against that person or organization,who may be named in the schedule above, because of payments we make for injury or damage. NIAC-E26 11 17 Page 1 of 1 POLICY NUMBER: ,❑W NONPROFITS 19-10071 FORM:NIAC-E26 11 17 NAMED INSURED c0 ogy Action of Santa Cruz` INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance.A Hear[for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE ONLY In consideration of the prernium charged, it is understood and agreed that the following is added as an additional insured: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) But only as respects a legally enforceable contractual agreement with the Named Insured and only for liability arising out of the Named Insured's negligence and only for occurrences of coverages not otherwise excluded in the policy to which this endorsement applies. It is further understood and agreed that irrespective of the number of entities named as insureds under this policy, in no event shall the company's limits of liability exceed the occurrence or aggregate limits as applicable by policy definition or endorsement. Such insurance as is afforded by this endorsement for the additional insured shall apply as primary insurance. Any other insurance maintained by the additional insured or its officers and employees shall be excess and non- contributing with the insurance afforded by this endorsement. NIACAI 0413 Page 1 of I i POLICY NUMBER 2019-10071 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s)Of Person(s)Or Organization(s): Any person or organization with whom you have a written contract currently in effect or becoming effective during the term of this policy. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the "loss" under a contract with that person or organization. CA 04 4410 13 C Insurance Services Office, Inc., 2011 Page 1 of 1 ARCH INTERMEDIARIES CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: SML Safeguard Wording-623AFB00213 Policy Number: AC1905137 Renewal of: AC1805137 Named Insured: City of Cupertino—Dept of Recreation&Community Services Public Works Department Principal Address: 10185 N Stelling Road,Cupertino,CA,95014 Policy Period: From: I"July 2019 To: I"July 2020 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liability: a) USD 5,000,000 for all Claims for Wrongful Acts against any one Victim b) USD 5,000,000 for all Claims for Wrongful Acts against all Victims, but sub-limited to: c) USD 50,000 for all Safeguard Costs resulting from all Circumstances Such Sub-limit of Liability shall be part of,and not in addition to,the overall Limit of Liability stated in 3.b)above. Retention: USD 35,000 any one Victim Premium: USD 27,000 to be paid within 25 days of attachment Notification pursuant to Clause IX.shall be given to: Claims Department Beazley 30 Batterson Park Road, —- Farmington, CT 06032. claims@,beazley.com beazley.com (860)677 3765(phone) (860)679 0247(fax) Retroactive Date: I"July 2018 Pendinb or Prior Litigation Date: I'`July 2018 i i Service of Suit: Foley& Lardner LLP,555 California Street,Suite 1700, San Francisco,CA 94104- Choice of Law: New York Conditions: Application Dated:TBA California Surplus Lines Notice I-LMA9098A California Complaints Clause—LN-IA9136 Small Additional or Return Premiums Clause(U.S.A.)—NMA 1 168 Nuclear Incident Exclusion Clause-Liability-Direct—NMA 1256 Radioactive Contamination Exclusion Clause-Liability_-NMA 1477 War and Terrorism Exclusion—NMA 2918 Sanctions Limits Clause-LMA 3100 Beazlev Safeguard Education Document Arch Safeguard Enhancement Endorsement Amended Definition of Independent Contractor Endorsement—as attached U.S Classification: Surplus Lines Broker and State filed in: Risk Placement Services,2850 Golf Road, Rolling Meadows, IL 60008 License Number: OC66724 Subject to: JJ 1) Re-signed and dated renewal application—to be dated within 30 days of inception I All subjectivities to be received within 7 working days of binding otherwise Underwriters reserve the right to amend terms or cancel ab initio. Brokerage: 22.5%or same net equivalent downwards, plus taxes as applicable Information: Employees—41 Full time+255 Part Time+70 [Cs Exposure Units—971.000 Nature of Business—Municipality Cancellation by an Insured may result in a short rate calculation to determine the return premium,subject to 5% minimum earned of the total premium. Underwriting Security: 100% Lloyd's(Information about Lloyds) i i