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19-158 Safe Moves Inc., Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program
CITY OF isPROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES m This Agreement is made and entered into as of August 20, 2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Safe Moves ("Contractor"), a Non-Profit for Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2020 ("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin on August 20, 2019 and shall be completed by June 30,2020 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $8,550.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty(30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Program Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program Page 1 of 8 Professional/Consulting Contracts/[version:May 22,2018 5. INDEPENDENT CONTRACTOR i 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work,in any medium(collectively, "Work Product"),prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. i Program Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program Page 2 of 8 Professional/Consulting Contracts/Version:Nlay 22,2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent j (50%)or more of the voting power of the business entity. 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters,brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Program Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program Page 3 of 8 Professional/Consulting Contracts lVersion:May 22,2018 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; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Program Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program Page 4 of 8 Professional/Consulting Contracts Version:A1ny 22,2018 i 13.2 Labor Laws.Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest 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. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager.The City assigns Cherie Walkowiak as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Pat Hines as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be Program Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program Page 5 of 8 Professional/Consulting Contracts Version:May 22,2018 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%) of the total time expended to date in the performance of the Services. 16. TERNIINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the 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. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint,or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto,the text of the main Agreement shall prevail. Program Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program Page 6 of 8 Professional/Consulting Contracts/Version:Nfay 22,2018 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or 1 omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, 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 terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date 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: 10300 Torre Ave.,Cupertino CA 95014 Safe Moves 15500 Erwin St#2451,Van Nuys,CA 91411 Attention: Cherie Walkowiak Attention: Pat Hines,President Email: cheriew@cupertino.org Email: phinesafety@aol.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. Program Bicycle and Pedestrian Education for City of Cupertino Safe Routes to School Program Page 7 of 8 Professional/Consulting Contracts Mersion:May 22,2018 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO A Municipal Corporation By B Name Pat Hines Name Roger Lee Title President Title Director of Public Works Date (y�( [/ Date ��Z"' ' Tax I.D. No.: `I APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: GRACE SCHMIDT City Clerk Program Sicycie and Pedestrian Education for City of Cupertino Sate Routes to School Program Page 8 of 8 ProfesstonaliConsulnng Contracts l ersion:,flay 22,2018 EXHIBIT Ales A Scope ol Work for the City oi cuperlino's Bike & Pedestrian Safety Education d e Sunmiuea by safe moves Contents KNOWLEDGE, EXPERIENCE AND EXPERTISE. . . . . . . ... . .. . . .. . . . . . . . .. . .. . . . . . . . . . . . . .. . . . . . . . . . . . . . . 3 PROPOSED WORK PLAN .. .. . . . ... . . . . . . . . . . . . . . . . .. . . . . . . . . . .. . . . . .. .. .. . . . . ... . . .. . .. .. . . . . . . .. .. 5 FEESCHEDULE . . . . . . . . .. ... . .... . . . . . . . . . . .. .... ... .... . ... .... ..... ....... . ... . . .. . . . . . . . . . .. . . . 12 ,may ,'S UPI M teem dam.<.• � '� r 71 4Q`5 UP' 1 �p5 2 KNOWLEDGE, EXPERIENCE AND EXPERTISE Safe Moves,established in 1983, is a non-profit 501 Transportation Departments (c) (3) organization dedicated to reducing bicycle City of San Leandro and pedestrian deaths and injuries while promoting bicycling and walking for better health and the City of Los Angeles reduction of gas emissions.Safe Moves improves City of Fremont the quality of life for children,their families and the City of Menlo Park general public by making school environments City of Long Beach and communities more walkable and bikeable.Safe Moves is considered one of the leading authorities on City of Pasadena bicycle safety, pedestrian safety and Safe Routes to City of San Diego School programs in the country and has won many City of Los Altos national awards from the United States Department of Transportation, National Highway Administration, City of Palo Alto Department of Health Services,California Office City of Sunnyvale of Traffic Safety and the Association of Bicycle and City of Santa Clara Pedestrian Safety Professionals. City of Fremont Safe Moves Programs have been featured in the City of Stockton national press including "Dateline',"The Today Show", "Good Morning America",and "20/20". Public Health Departments Safe Moves has over 34 years of experience working County of Los Angeles Public Health Department with the following school districts,governmental California Department of Health departments, law enforcement and city councils on San Joaquin Healthy Coalition traffic safety education and Safe Routes to School Programs. County of San Bernardino Public Health Department Public Works/Transportation rdZ11 •• Departments I County of Los Angeles Department of Public Works City of Los Angeles Department of Public Works f '� City of Mountain View Department of Public Works City of Stockton Department of Public Works City of Irvine Department of Public Works f 3 County of Riverside/Desert Region Department of School Districts Public Health San Bernardino County County of Monterey Department of Public Health Riverside County Law Enforcement Agencies Alameda County Los Angeles Police Department Los Angeles County Los Angeles Unified School District School Police Los Angeles Unified School District California Highway Patrol Fremont USD Los Altos Police Department Palo Alto USD Mountain View Police Department Mountain View Whisman School District Milpitas Police Department Burbank USD Stockton Police Department Long Beach USD Long Beach Police Department Stockton USD Gardena Police Department San Leandro USD San Diego Police Department San Diego USD Los Angeles County Sheriff's Department Los Altos USD Palto Alto USD Santa Clara USD i MU Nt r I' r r � F t s _.W 4 r _ } L= -p 11 P { n. iL Safe Moves Office Locations PROPOSED WORK PLAN - - - -------------------------------- Main Office: Approach Los Angeles The health and safety of children is of the utmost importance to parents,schools and city governments. 15500 Erwin Street,#2451 Growing children play more independently,and may Van Nuys,CA 91411 even go to school by themselves or with friends. (818) 786-4614 Walking is a great form of exercise and helps children get more physical activity, but it can be dangerous if Alameda County they don't follow proper road safety. 2000 Doolittle Street Vehicles pose one of the largest threats to children. San Leandro,CA Due to limited developmental skills,elementary-aged (408) 374-8991 children are at high risk for crashes between moving vehicles and pedestrians.Young children around this Costa Mesa age: 3080 Bristol Str.,#540 Have a narrow field of vision,especially when compared to adults. Costa Mesa,CA 92626 ! • Have a more difficult time determining where (714) 850-1079 sounds are coming from. f • Are unable to accurately judge how fast or far away j a moving vehicle may be. i 5 Ii • Are unable to understand that moving vehicles Safe Moves programs are designed from over 34 require a certain amount of time and space to stop. years of experience and with the input of childhood • Have a false sense of security when it comes to development experts resulting in a comprehensive their abilities. bicycle and pedestrian education program that is • Tend to focus on a single item, like a toy or a friend, effective.Safe Moves programs include a series of making them easily distracted. hands-on lesson plans uniquely designed for each • Can be easily obscured by bushes, parked cars and age group and grade level designed to teach the way other objects. children learn. • Tend to imitate behavior,even if it's inappropriate. Safe Moves philosophy of teaching bicycle and Even though safety is important, pedestrian education walking as a safe, healthy and effective method of should involve a lot more than just safety.An important transportation is "learn by doing".Safe Moves believes element of a successful pedestrian education program students learn best—and develop key problem is promotion and encouragement. Focusing solely on solving and critical thinking skills— by actively the dangers tends to discourage parents allowing their experiencing learning. Unlike rote memorization of j children to walk to school when it is age appropriate. traffic laws and rules,a hands-on approach teaches The best kinds of pedestrian education highlights students to identify problems determine the correct the benefits,such as exercise, pleasure,and healthy behavior and, ultimately,to arrive at important transportation while providing children and their conclusions about the safe choices to make as parents with the knowledge and tools they need to be pedestrians walking with an adult and then as they safer pedestrians. mature to be able to walk with friends. Safe Moves strategy for accomplishing the goals of the Task 1: Project Management&Coordination Cupertino Pedestrian Education Program is as follows: • increase the number of children and their parents Start-Up:Planning Meeting Review walking to and from school Safe Moves will coordinate with the City to finalize the • motivate parents to support their children's effort to scope of work, education objectives, project budget walk to school and samples of printed material. • improve traffic safety skills and knowledge of children,teachers and parents. Safe Moves will use a multifaceted approach to accomplish the goals i and objectives of the Program. Program implementation will - utilize proven strategies based on � .�� experiential educational principles to conduct a successful Program. -- Safe Moves uses educational strategies based experiential learning principals. For example,Students will learn more about traffic safety by participating in an interactive ! program walking in a traffic simulated ' environment like"Safe Moves City" than by reading about traffic safety in a brochure or watching a video. - -- 6 i Safe Moves will maintain an on-going - ar communication protocol with City Staff with meetings, monthly reports --- &invoices,email updates outlining the Q" p 9 following information: I • Program Schedules (dates,times, locations and of students • Status Report of Programs Conducted � - • Invoices& Program ' Documentation ; fi • Copies of School Program , Certification Forms ;� : �� r Task 2: Coordination with Schools �ti r Safe Moves has extensive experience working with school principals and teachers in providing programs that do not of each workshop verified.A portion of the form will conflict with the required instructional time.Our request feedback on the program as well as a name, ability to provide programs that are flexible with date,title and signature of school official verifying the bell schedules,class sizes,availability of space and information provided. required instructional time has made our programs"accommodating",easy implemented and conducted A schedule will be prepared for each school and will during the school day.We provide information to the include the following information: school school principals and staff that explain the program . School name simply with the goal to motivate the school principals to become an active partner in making the program • Principal name or contact successful.All of our programs are turnkey in operation. • Address We do not require any volunteers nor material and/or Schedule equipment from the schools. Number of students • Start time i The educational programs will be conducted in English Language needs j and Spanish to accommodate the needs of each Confirmation of any special needs or requests school. In addition, if other languages are spoken,Safe indicated by the principal or contact Moves will work with each individual school to arrange Assembly and Ped Skills Equipment Loading & for the appropriate translation.All the literature and unloading directions visual aids will be in English and Spanish. If there are special language needs for printed material,Safe Moves Task Pedestrian Assemblies and Classroom will work with the school to provide the appropriate Presentation tation materials for students. In the U.S. motor vehicle collisions are the leading cause Safe Moves will implement a tracking protocol to of death for people ages 5 to 17.Amongst children record and evaluate the success of the educational ages 5—7,one fifth of these deaths are pedestrians. First and Second graders are more vulnerable to traffic programs.All educational programs will be evaluated for the following reasons. i and certified by each school contact with a Program Certification Form with all information such as school, number of students,grade levels and start/end time 7 They are physically smaller. Task 4: Walking Field Trips • It is difficult for motorists to see children. • Children have difficulty seeing around large objects Walking field trips are a great way to educate students about their communities.Walking to They are still developing. nearby destinations of interest provides exercise and • Children have difficulty gauging speed and stimulation for students and saves money.Walking field distance of moving objects. trips help children build confidence, independence, • Children may lack impulse control and/or a sense of and increase traffic safety skills. Field trips are often to danger. specific destinations,but walking field trips can also be focused on observing surroundings and learning Studies have demonstrated that skill-building activities how to access places in the neighborhoods such as the are the most effective way to promote student library or a park. retention of pedestrian safety. The Pedestrian Assemblies are interactive, engaging The goals of Walking Field Trips are: and fun assembly-style program, presented in an Awareness: Walking field trips can raise awareness indoor setting. Portions of the virtual city are set up about the benefits of driving less, in terms of the cost in the auditorium, multi-purpose room or cafeteria. and the environment. Our trained instructors review traffic signs and signals, pedestrian safety practices,the importance of walking Health: Walking field trips promote sustainable and with an adults or responsible brother or sister and healthy lifestyles. potential dangers. Lesson plans for the Pedestrian Neighborhood Pride: Walking field trips help Assembly are designed to be age-appropriate and students build confidence, independence,and administered by trained safety instructors. At different knowledge of their neighborhoods. times during the assembly individual students are selected at random to demonstrate safe behaviors. Safe Moves will assist in choosing a fun and easy place Sessions are 30-40 minutes in length. to go. Libraries, police and fire departments and parks I are all good places.Other ideas are local businesses and Assembly equipment will feature: community centers or local landmarks. It is important • Traffic signs and signals that a reasonable distance is selected depending on • Traffics signs costumes for children to wear the students'ages and abilities. For the youngest • Cars simulating driver behaviors students,a half mile or so may be the maximum • Mini-version of"Safe Moves City"to simulate an distance given their walking speed and stamina. For intersection and crosswalk older students,a mile or less is feasible,as it will take Deliverables: Four(4) Assembly Presentations about 25 minutes to walk a mile as a group. If the j Three (3)Classroom Presentations purpose of the field trip is the walk itself,the distances may be increased, particularly if breaks are taken for instruction and discussion. If the destination - is further than a mile and a half,other transportation modes should be considered. j The quality of sidewalks and intersections are important considerations for your walking field trip.A route that avoids crossing big and busy 8 streets without traffic signals will make the experience field trip with the students,Safe Moves and school staff more fun for everyone,even if it is a little longer. will travel the route on foot to confirm that the streets • A reasonable walking path for the whole trip meet safety requirements. i —There should be a sidewalk or recreational path for the entire length of the trip. Paths that are wide As is the case with any field trip, recruiting chaperones enough so that students can walk side-by-side and collecting permission slips will need to be taken away from traffic are more comfortable.The walk is care of well before the field trip. meant to be leisurely and comfortable for all ages Chaperones—Safe Moves will assist school staff and abilities. in recruiting chaperones.A flyer that generates • Safe crossings— Intersections without excitement and attracts volunteers can be distributed traffic lights or stop signs should be avoided if that informs about the distance they will be required intersections with signals and marked crosswalks to walk and be made aware of mobility demands. are nearby. Intersections that have four-way The standard is one chaperone for every ten students. stop signs are also fine choices for crossing.An The age, maturity and ability of the students should intersection with stop signs in two directions is be considered to determine if more chaperones are usually comfortable if you are walking on streets needed. without much traffic. Permission Slips—Often schools will have parents • Universal access— Ensure that the route is or guardians sign standard permission slips at the accessible to students of all abilities. Crossings beginning of the year that provide information on should have curb cuts that are navigable by emergency contacts,food allergies, special needs,and wheelchairs,crutches,and other mobility devices. permission to give medical aid or treatment.Copies of Routes with sidewalks uplifted by big tree roots are these should be included the field trip packet to carry not appropriate. Finally,the destination should also the day of the trip in case of an emergency. have ramps that meet ADA standards. In general, A supply kit of safety tools for walking field trips will sidewalks, in good condition,should be in place along the whole route. make event logistics easier.Safe Moves will assist the • Kid-friendly land uses along the routes— school in securing this equipment. i Think about the types of buildings that are along Walkie-talkies—Giving each chaperone and teacher the route.Try to avoid passing inappropriate places a walkie-talkie allows everyone to communicate and such as adult entertainment venues, liquor stores, notify each other if the group becomes separated. or places where many cars cross the sidewalk,such Flags— Brightly colored flags can be used by as fast food establishments or parking garages. chaperones to alert drivers when students are.crossing • Nuisance,violence or criminal activity in the the street.Volunteers holding flags will draw the area— If you cannot find a route that avoids high attention of drivers and help the children be seen crime or gang areas, it may be a better choice to earlier. However, under no circumstances should the i drive or ride a bus to the destination. volunteers use the flags in an attempt to get drivers to • Using transit—Pair transit with walking to get to stop. a place further away. Staff and students can follow High visibility vests for chaperones—As an I walking field trip planning and safety principles option,chaperones may be provided with neon and during the walking portions of the trip and then reflective vests to increase visibility of the group. take Metro. Using the safety considerations above,Safe Moves will Safe Moves will hold a briefing ahead of the walk with assist to create a route that uses the preferred crossing the children and chaperones to review the walking locations as a start. In advance of doing the walking route and crossing procedures, below.Safe Moves will provide Walking Safety Tips as a resource and discuss safety in the assemblies. 9 • The class should try to stay together as much as Task 5: Pedestrian Rodeo possible, but should use caution when crossing streets. It is not a race. Each chaperone's group Safe Moves will conduct interactive pedestrian should cross the street together. education allowing children to experience traffic • Children should be assigned or choose buddies situations as pedestrians in a traffic simulation course before the trip starts. Buddies should walk called "Safe Moves City."By using a realistic traffic together at all times,to ensure that each student course,the ability of students to recognize and avoid is accounted for by a friend as well as a chaperone. traffic hazards is improved."Safe Moves City" is a Adults should frequently count their groups,and miniature city featuring: can assign fun ways to count off that include Sidewalks numbers,spelling words,or saying fun rhymes so Streets that each child participates in the count off. • Intersections • Crossings are a key opportunity to reinforce student • Houses with garages learning about how to look left, right,and left and Apartment buildings wait for cars to come to a complete stop before • Schools crossing. • Alleyways • At a stop light,the group should cross the street Parking lots at the beginning of the walk sign,after all the Business district with stores cars have come to a stop.Once a flashing hand Cars or countdown has begun,groups should not Railroad tracks leave the sidewalk to begin to cross the street. • Traffic signs&signals Sometimes the groups in front become separated The main educational focus for this age group from the groups in back.When this happens,the is walking near traffic,crossing streets,crossing groups ahead can simply wait until the rest of the intersections, parking lot safety and walking with class can cross safely to rejoin them. an adult. Lessons plans are age-appropriate and • At a stop sign,the chaperone should wait on the administered by trained safety instructors. Lesson plans sidewalk until a car has fully stopped at a stop sign and traffic situations accommodate their"real life traffic before entering the intersection with the group. challenges"and include the following: The chaperone should start with the first children, Safe places to walk and then wait in the middle until all their students Unsafe places to walk have crossed into the far lane of the street and onto Explanation of traffic signs and signals the sidewalk. Explanation of driver behaviors • At uncontrolled intersections,the chaperone should wait for a long gap in traffic,start with the Deliverables: One(1) Pedestrian Education Rodeo first children and wait in the middle until all of their students have crossed into the far lane of the street and onto the sidewalk. Deliverables: Five (5) Walking Field Trips i i I ----- 10 i Task 6: Bicycle Rodeo Safe Moves City •Safe Moves will conduct interactive bicycle safety Sidewalk rodeo allowing children to experience traffic situations Residential Neighborhood as bicyclists in a traffic simulation course called "Safe Business District Moves City." By using a realistic traffic course,the ability Railroad tracks of children to recognize and avoid traffic hazards Railroad signs and signals is improved. "Safe Moves City"is a miniature city Stop Signs featuring: • Traffic Lights • Sidewalks Crosswalk Signs • Streets Bike Lane Signs • Intersections Bike Lanes • Houses with garages • Cars • Apartment buildings Loaner bicycles and helmets • Schools • Alleyways Bike Obstacle Course • Parking lots 2 raised ramps • Business district with stores 2 braking/avoidance board • Cars 1 tilt boards • Railroad tracks • Traffic signs&signals Set-Up/Registration/General • One (])Table Lessons plans are age-appropriate and administered Chairs by trained safety instructors. Lesson plans and One (1)Traffic Sign Costume Character for photos traffic situations accommodate their"real life traffic • Certification of Additional Insured challenges"and include the following: • Safe places to ride Staff • Unsafe places to ride • Two (2) Safe Moves Staff I • Explanation of traffic signs and signals Deliverable: One (1) Bike Rodeo • Explanation of driver behaviors Safe Moves will provide the following: I i i � I I 11 '; i I EXHIBITB:Schedule of Performance Safe Moves to deliver Bike and Pedestrian Education for the City of Cupertino's Safe Routes to School Program for School Year 2019-20 in accordance with schedule below. School Format Date(s) Time Dates Confirmed Faria Assembly for 1st graders Thursday,September 26,2019 11:15am-12pm Faria Assembly for 2nd graders Thursday,September 26,2019 12:50pm-1:35 pm Faria Ped skills in conjunction with walking field trip to fire station Thursday,October 10,2019 9am-11am Faria Ped skills in conjunction with walking field trip to fire station Friday,October 11,2019 9am-11am Faria Ped skills in conjunction with walking field trip to fire station Wednesday,October 16,2019 9am-11am Faria Ped skills in conjunction with walking field trip to fire station Thursday,October 17,2019 9am-11am Faria Ped skills in conjunction with walking field trip to fire station Friday,October 18,2019 9am-11am Sedgwick Assembly Wednesday,August 21,2019 9:15-10am City Hall Bike Rodeo at Cupertino Fall Fest Saturday,September 28,2019 9am-1pm Dates Needed Eaton Assembly TBD Stevens Creek Classroom presentation TBD Stevens Creek Classroom presentation TBD Stevens Creek Classroom presentation TBD Stevens Creek Ped rodeo with Corey from Sheriff's Dept TBD EXHIBIT C: FEE SCHEDULE Location Format Grade . of Programs Faria ES Assembly 1 &2 2 $450.00 Faria ES Walking Field Trip 1 1 $750.00 Faria ES Walking Field Trip 1 1 $750.00 Faria ES Walking Field Trip 1 1 $750.00 Faria ES Walking Field Trip 1 1 $750.00 Faria ES Walking Field Trip 1 1 $750.00 Sedgwick ES Assembly 2 1 $450.00 Eaton ES Assembly 2 1 $450.00 Stevens Creek ES Classroom Presentation 2 3 $450.00 Stevens Creek ES Rodeo TBD 1 $1,000.00 City Hall Bike Fest/Community Rodeo Open 1 $2,000.00 Total $8,550.00 12 EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. i INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for tk premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this X project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. / 2. Automobile Liability: ISO CA 00 O1 covering any auto (including owned,hired, and non-owned V autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation:As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. D Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five (5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: I I Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb.2018 1 ✓Additional Insured Status The City of Cupertino, its City Council,officers, officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. /Waiver of Subrogation V Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. _ / Acceptability of Insurers V Insurers must be licensed to do business in California with an A.M.Best Rating of A-VII, orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all Subconsultants maintain insurance that meet the requirements of this Contract,including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. 1 Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances,with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb.2018 2 SAFEMOV-01 CLARICEARENA '4�o�zo CERTIFICATE OF LIABILITY INSURANCE DAT 8/8/2 D/YYYY) 818/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Melonie Harbo NAME: NFP Property&Casualty Services,Inc. PHONE FAx 2450 Tapo Street (A/C,No,Ext): (A/C,No):(805)579-1916 Simi Valle CA 93063 E-MAIL Melonie.Harbo of com Y ADDRESS: p• INSURERS AFFORDING COVERAG NAIC# INSURER A:NOVA Casualty Company 42552 INSURED INSURER B:California Automobile Insurance Company 38342 Safe Moves,Inc. INSURER C:State Comp Insurance Fund of CA 35076 ►.� 15500 Erwin Street#2451 INSURER D:Lloyds of London A1122J Van Nuys,CA 91411 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LTR IN SD WVD MM DD/YYYY) (MM1DDfYYYY1 LIMITS A X COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE $ CLAIMS-MADE X OCCUR CF1-ML-10000513-02 2/23/2019 2/23/2020 AMMAGEIS, Er 1,000,000 X X PREMISES Ea or $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 11 POLICY PEt° FLOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: $ IS AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO BA040000040500 1/5/2019 1/5/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY L $ AUUTOS ONLYY Perr accidentDAMAGE $ �. A X UMBRELLA LIAB X OCCUR $ 1,000,000 CH OCCURRENCE EXCESS LIAB CLAIMS-MADE CF1-UM-10000093-02 2/23/2019 2/23/2020 AGGREGATE $ DED I X I RETENTION$ 10,000 $ 1,000,000 C WRKERS AND EMPLOYERS'LIABIILIITY /ATONX STATUTE OERH ANYPROPRIETOR/PARTNER/EXECUTIVE YIN X 9017211-2019 ✓ 7/1/2019 7/1/2020 V 00;000 OFFICER/MEMBER EXCLUDED? NIA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I $ 1,000,000 D E&O/Professional Lia CR-163707 10/3/2018 10/3/2019 Each Occurrence 1,000,000 A Abuse&Molesation CF1-ML-10000513-02 2/2312019 2/23/2020 Aggregate Limit 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) A written contract or agreement is required per all forms attached. The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as Additional Insured with Primary& Non-Contributory Wording and Waiver of Subrogation per attached policy form#CG20380413 and AGL09340716 regarding General Liability.Waiver of Subrogation applies per attached policy form#SCIF102174-2018 regarding General Liability.30 Day Notice of Cancellation applies regarding General Liability and Workers'Compensation. "THIS CERTIFICATE CANCELS AND SUPERSEDES THE PREVIOUSLY ISSUED CERTIFICATE" CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y p ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:SAFEMOV-01 CLARICEARENA LOC#: 1 AC"R ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED NFP Property&Casualty Services, Inc. 15500 Moves, Street#2451 POLICY NUMBER Van Nuys CA 91411 EE PAGE 1 Los Angeies CARRIER NAIC CODE EE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance CONTRACTUAL INSURANCE REQUIREMENTS The attached Certificate of Insurance is provided as part of our service to our client,the Insured. If special endorsements have been provided,they also are indicated attached.You may find that these documents do not comply with all the terms and conditions of the underlying contract between the Certificate Holder and the Insured due to the insurance company's insuring conditions, limitations,exclusions and other terms. If you have any questions, please contact the undersigned. INSURANCE WEST/NFP P&C CA LICENSE#OF15715 2450 TAPO ST SIMI VALLEY,CA 93063 TELEPHONE:(805)579-1900 FAX:(805)579-1916 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CF1-ML-10000513-02 COMMERCIAL GENERAL LIABILITY CG 20 38 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured: additional insureds, the following additional 1. Any person or organization for whom you are exclusions apply: performing operations when you and such This insurance does not apply to: person or organization have agreed in writing 1. "Bodily injury", "property damage" or "personal in a contract or agreement th&ft-Wh1M�A-Q�r and advertising injury" arising out of the organization be added as an additional insured rendering of, or the failure to render, any on your policy;and professional architectural, engineering or 2. Any other person or organization you are surveying services, including: required to add as an additional insured under a. The preparing, approving, or failing to the contract or agreement described in prepare or approve, maps, shop drawings, Paragraph 1. above. opinions, reports, surveys, field orders, Such person(s) or organization(s) is an additional change orders or drawings and insured only with respect to liability for "bodily specifications; or injury", "property damage" or "personal and b. Supervisory, inspection, architectural or advertising injury"caused, in whole or in part, by: engineering activities. a. Your acts or omissions; or This exclusion applies even if the claims against b. The acts or omissions of those acting on any insured allege negligence or other wrongdoing your behalf; in the supervision, hiring, employment, training or in the performance of your ongoing operations for monitoring of others by that insured, if the the additional insured. "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused However, the insurance afforded to such the "personal and advertising injury", involved the additional insured described above: rendering of, or the failure to render, any a. Only applies to the extent permitted by law; professional architectural, engineering or and surveying services. b. Will not be broader than that which you are 2• "Bodily injury" or "property damage" occurring required by the contract or agreement to after: provide for such additional insured. a. All work, including materials, parts or A person's or organization's status as an equipment furnished in connection with additional insured under this endorsement ends such work, on the project (other than when your operations for the person or service, maintenance or repairs) to be organization described in Paragraph 1. above are performed by or on behalf of the additional completed. insured(s) at the location of the covered operations has been completed; or CG 20 38 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 INSURED CF1-ML-10000513-02 b. That portion of 'your work" out of which the 2. Available under the applicable Limits of injury or damage arises has been put to its Insurance shown in the Declarations; intended use by any person or organization whichever is less. other than another contractor or subcontractor engaged in performing This endorsement shall not increase the applicable operations for a principal as a part of the Limits of Insurance shown in the same project. Declarations. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III —Lints Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.;or Page 2 of 2 C Insurance Services Office, Inc., 2012 CG 20 38 0413 INSURED CF1-ML-10000513-02 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SOCIAL SERVICES - GENERAL LIABILITY EXTRA ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to SECTION I— COVERAGES, COVERAGE A- BODILY INJURY AND PROPERTY DAMAGE LIABILITY: SPECIAL EVENTS 1. This endorsement includes coverage for the following: a. All indoor events with less than 2,500 attendees that are less than 24 hours in duration; and b. All outdoor events with less than 2,500 attendees that are less than 24 hours in duration. 2. This provision does not apply to the following events: a. Any event that exceeds either the number of attendees or duration of time as set forth in Paragraph 1. above; b. Any carnival, circus, fair or parade; or c. Any athletic, sports or motor vehicle event including but not limited to contests, demonstrations, exhibitions, races, rallies, tournaments, or competitive activities. B. SECTION I — COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended as follows: 1. EXPECTED OR INTENDED INJURY EXTENSION Paragraph a. Expected Or Intended Injury is deleted and replaced by the following: a. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. 2. NON OWNED AIRCRAFT CHARTERED WITH CREW EXTENSION Paragraph g. Aircraft, Auto Or Watercraft is amended to add an exception provision to the exclusion as follows: a. This exclusion does not apply to aircraft chartered with crew to any insured. b. This exception provision does not apply if the chartered aircraft is owned by any insured. c. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess, or contingent. 3. NON OWNED WATERCRAFT EXTENSION Subparagraph (2)of g. Aircraft, Auto Or Watercraft is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 60 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured for aircraft, auto or watercraft whether primary, excess, or contingent. 4. PROPERTY SOLD OR ABANDONED BY YOU Subparagraph (2) of j. Damage To Property is deleted and replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises, and occurred from hazards that were known by you or should have reasonably been known by you at the time the property was sold, given away or abandoned. 5. DAMAGE TO PREMISES RENTED TO YOU a. The last Paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c. through n. do not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, when the damage is caused by fire, lightning, explosion, smoke, water or leaks from automatic fire protective systems. A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. AGL09340716 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 7 with its permission. INSURED cF(L-10000513-02 COMMERCIAL GENERAL LIABILITY b. Paragraph 6. of SECTION III—LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, lightning, explosion, smoke, water or leaks from automatic fire protective systems. The Damage To Premises Rented To You limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire, lightning, explosion, smoke, water or leaks from automatic fire protective systems, or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: (1) $1,000,000; or (2) The amount shown on the Declarations for Damage To Premises Rented To You. 6. INVITEE PROPERTY DAMAGE LEGAL LIABILITY a. The following is added to subparagraph (4) of j. Damage To Property: However, this exclusion does not apply to "property damage" to your "invitee's" personal property in your care, custody or control caused by fire, lightning, explosion, smoke, water, leaks from automatic fire protective systems; or vandalism or malicious mischief: (a) On premises you own or rent or on ways next to premises you own or rent; and (b) Arising out of your operations. For the purposes of this endorsement, personal property does not include any of the following: (a) Accounts, bills, currency, food stamps or other evidences of debt; deeds, money, notes, or securities; (b) Contraband, or property in the course of illegal transportation or trade; or (c) Blueprints, documents, drawings, manuscripts, records or valuable papers. b. The following is added to SECTION III— LIMITS OF INSURANCE: Subject to Paragraph 5. above, the most we will pay under Coverage A for the sum of all damages sustained by all "invitees" because of "property damage" to personal property of such "invitees" in your care, custody or control is$15,000. 7. Paragraph 2. Exclusions is amended to add the following exclusion: Willful Violation Of A Penal Code Or Statute "Bodily injury", "incidental medical malpractice liability" or "property damage" arising out of the willful violation of a penal code, statute or regulation relating to the sale or distribution of pharmaceuticals by or with the knowledge or consent of the insured. C. SECTION I — COVERAGES, COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended as follows: 1. Subparagraph a. Knowing Violation Of Rights Of Another is amended to add the following: This exclusion does not apply to"personal and advertising injury" caused by malicious prosecution. 2. Subparagraph e. Contractual Liability is deleted and replaced by the following: e. Advertising injury for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. This provision does not apply if COVERAGE B- PERSONAL AND ADVERTISING INJURY LIABILITY is excluded by endorsement. D. SUPPLEMENTARY PAYMENTS—COVERAGES A AND B, Paragraph 1. is amended as follows: 1. The limit in subparagraph b. is increased to $2,500. 2. The limit in subparagraph d. is increased to $500 a day. E. ADDITIONAL INSUREDS 1. SECTION II - WHO IS AN INSURED is amended to include, as an additional insured, any person(s) or organization(s) for whom a written contract or written agreement between you and such person(s) or organization(s) exists and requires such person(s) or organizations(s) to be added as an additional insured to your Policy, but only for liability arising out of "bodily injury," "property damage" or "personal and advertising injury". a. This endorsement applies only if the written contract or written agreement is: (1) Currently in effect or becomes effective during the term of this Policy; and (2) Executed prior to the"bodily injury", "property damage", or"personal and advertising injury". AGL09340716 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 7 with its permission. INSURED CFI-ML-10000513-02 COMMERCIAL GENERAL LIABILITY b. The insurance afforded to such additional insured only: (1) Applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. The insurance provided to the additional insured by this endorsement applies as follows: a. The person(s) or organization(s) is an additional insured but only for liability caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises owned by or rented to you; or (2) In the performance of your ongoing operations. b. If the additional insured is an architect, engineer or surveyor, 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 including: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or the failure to render any professional services by or for you. c. If the additional insured is a lessor of equipment, this insurance only applies to liability caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such additional insured and does not apply to any"occurrence"which takes place after the equipment lease expires. d. If the additional insured is a state or governmental agency or political subdivision and has issued a permit in connection with premises you own, rent or control, this insurance applies only with respect to the following hazards for which the state or political subdivision has issued such permit: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decoration and similar exposures; (2) The construction, erection or removal of elevators; or (3) The ownership, maintenance, or use of any elevators covered by this insurance. e. If the additional insured is a state or governmental agency or political subdivision that has issued a permit or authorization with respect to operations performed by you or on your behalf, then this insurance does not apply to: (1) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (2) 'Bodily injury"or"property damage" included within the"products-completed operations hazard". f. If the additional insured is a manager or lessor of insured premises, that person or organization is an additional insured only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: (1) Any"occurrence"that takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of insured premises. g. If the additional insured is grantor of franchise, that person(s) or organization(s) is only an additional insured with respect to liability as grantor of a franchise to you. h. If the additional insured is an owner or other interest from whom land has been leased, that person(s) or organization(s) is only an additional insured with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you. This insurance does not apply to: (1) Any"occurrence"that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of the owner or other interest from whom land has been leased. L If the additional insured is a mortgagee, assignee, or receiver, that person(s)or organization(s) is only an additional insured with respect to their liability as such and arising out of the ownership, maintenance or use of the premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for that mortgagee, assignee or receiver. AGL09340716 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission. INSURED CLCFl-ML- 00051013-02 COMMERCIAL GENERAL LIABILITY �. f the additional insured is a controlling interest, that person(s) or organization(s) is an additional insured but only for their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy those premises. (3) Their requirements for certain performance placed upon you, as a non-profit organization, in consideration for funding or financial contributions you receive from them; or As respects Paragraph j.(2) above, this insurance does not apply to: (1) Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; or (2) Any"occurrence"which takes place after you cease to be a tenant in that premises. k. If the additional insured is a vendor, that person(s) or organization(s) is only an additional insured 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, but only if this Policy provides coverage for"bodily injury" or"property damage" included within the"products-completed operations hazard". (1) This insurance afforded to the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked under the instructions of the manufacturer for the sole purpose of inspection, demonstration, testing or the substitution of parts and then repackaged in the original container; (e) Any failure by the vendor to make 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"your products"; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of"your products' (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in subparagraphs (d) or(f); or (ii) 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"your products". (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. I. If the additional insured is a member or volunteer this insurance only applies with respect to their liability for your activities or activities they perform on your behalf. m. If the additional insured is a trustee or member of the Board of Governors this insurance only applies with respect to their duties as such. 3. With respect to the insurance afforded to an additional insured as provided in Paragraphs E.I. and E.2. above, 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. 4. With respect to the insurance afforded to an additional insured as provided in Paragraphs EA. and E.2. above, this insurance shall not increase the applicable Limits of Insurance shown in the Declarations. 5. If an Additional Insured endorsement is attached to this Policy that specifically names a person or organization as an insured, then the above subsection E. ADDITIONAL INSUREDS does not apply to such person(s)or organization(s). 6. Paragraph 4. Other Insurance SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include: For the purposes of the coverage provided by this endorsement, regardless of whether other insurance is available to an additional insured on a primary basis, this insurance will be primary and noncontributory if AGL09340716 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 7 with its permission. INSURED �F1-ML-10000513-02 COMMERCIAL GENERAL LIABILITY a written contract between you and the additional insured specifically requires that this insurance be primary and noncontributory. F. SECTION II -WHO IS AN INSURED is amended as follows: 1. BROADENED NAMED INSURED Paragraph 3. is deleted and replaced by the following: 3. Any business entity organized under the laws of the United States of America (including any state thereof, its territories or possessions), or Canada (including any province thereof) will qualify as a Named Insured if there is no similar insurance available to that business entity, provided that one or more Named Insureds shown in the Declarations have, at the inception of the policy period, an ownership interest in such business entity of more than 50%. However, if a Named Insured has an ownership interest in a business entity of more than 50%, the business entity will not be a Named Insured if such business entity is an insured under any other liability policy or would be an insured under such policy but for its termination or the exhaustion of its Limit of Insurance. 2. CO-EMPLOYEE COVERAGE AND CO-VOLUNTEER WORKERS Subparagraphs (a), (b) and (c) under Paragraph 2.a.(1) do not apply to "bodily injury"for which insurance is provided as follows: a. Your"employees" are insureds with respect to "bodily injury" to a co-"employee" in the course of the co-"employee's" employment by you, or to your"volunteer workers" while performing duties related to the conduct of your business, provided that this coverage for your"employees" does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. b. Your "volunteer workers" are insureds with respect to "bodily injury" to a co"volunteer worker" while performing duties related to the conduct of your business, or to your"employees" in the course of the "employees" employment by you, provided that this coverage for your "volunteer workers" does not apply while performing duties unrelated to the conduct of your business. 3. INCIDENTAL MEDICAL MALPRACTICE—EMPLOYED NURSES, EMT'S AND PARAMEDICS a. Paragraph 2.a.(1)(d) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only: (1) While performing the services described in the definition of"incidental medical malpractice injury"; and (2) When acting within the scope of their employment by you. Any "employees" rendering "Good Samaritan Services" will be deemed to be acting within the scope of their employment by you. b. For the purposes of determining the applicable Limits of Insurance, any act or omission, together with all related acts or omissions in the furnishing of services for an "incidental medical malpractice injury"to any one person, will be considered one "occurrence". c. This provision as provided in Paragraph 3.a. and 3.b. does not apply if: (1) You are in the business or occupation of providing any of the services described in "incidental medical malpractice injury"; or (2) An endorsement is attached to this Policy that specifically provides liability coverage for registered or licensed practical nurses. d. The insurance provided by Paragraph 3.a. and 3.b. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this Policy. 4. LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIP OR JOINT VENTURE a. The last Paragraph of SECTION II—WHO IS AN INSURED is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, limited liability company or trust that is not shown as a Named Insured in the Declarations. This subparagraph does not apply to your liability with respect to your conduct of the business of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. b. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4.b. Excess Insurance is amended to add the following: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, which is available to you for your liability with respect to your conduct of the business of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations and which is issued to such partnership or joint venture. AGL09340716 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission. INSURED �CN-ML-10000513-0 COMMERCIAL GENERAL LIABILITY G. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS are amended as follows: 1. KNOWLEDGE AND NOTICE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The notification requirements of Paragraphs 2.a. and 2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit apply only when the"occurrence", offense, claim or"suit' is known to: a. You, if you are an individual; b. A partner or member, if you are a partnership or joint venture; c. An officer or director, if you are an entity other than a partnership, joint venture or limited liability company; d. A member or manager, if you are a limited liability company; or e. An insurance manager, risk manager or other"employee" you designate prior to loss to give notice to us. Knowledge of an "occurrence", offense, claim, or "suit' by your agent, servant or "employee" shall not in and of itself constitute knowledge by you unless an individual in one of the positions listed above has actual knowledge. 2. FAILURE TO DISCLOSE HAZARDS The following is added to Paragraph 6. Representations: If you unintentionally failed to disclose all hazards or prior "occurrences" existing at the inception of this Policy, but reported such error or omission to us as soon as practicable after discovery, we will not deny coverage under this Coverage Part because of such failure. This provision does not affect our right to collect any additional premium or exercise our right of cancellation or non-renewal. 3. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Paragraph 8. Transfer Of Rights of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization when such waiver is required by a written contract that you have agreed to prior to any "occurrence", "suit' or the offense which caused the"bodily injury", "property damage" or"personal and advertising injury", provided that the "occurrence", "suit' or the offense which caused the "bodily injury", "property damage" or "personal and advertising injury" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. H. SECTION V—DEFINITIONS is amended as follows: 1. BODILY INJURY The definition of"bodily injury" in Paragraph 3. is deleted and replaced by the following: "Bodily injury" means bodily injury, "incidental medical malpractice injury", mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. 2. PERSONAL AND ADVERTISING INJURY If COVERAGE B— PERSONAL AND ADVERTISING INJURY LIABILITY is not otherwise excluded from this Policy, the definition in Paragraph 14.b. is deleted and replaced by the following: b. Malicious prosecution or abuse of process; The following is added: "Personal and advertising injury" also means "discrimination" or humiliation that results in injury to a natural person or their reputation, but only if such discrimination or humiliation is: (a) Not done intentionally by or at the direction of, or with the knowledge or consent of: i. Any insured; or ii. Any executive officer, director, stockholder, partner or member of any insured organization; (b) Not directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment, of any person or persons by any insured; (c) Not prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling; (d) Not arising out of any"advertisement' by the insured. 3. INSURED CONTRACT a. Subparagraph a. of the definition of"insured contract' is deleted and replaced by the following: a. A contract for a lease of premises. b. Subparagraph f. of the definition of"insured contract' is deleted and replaced by the following: AGL09340716 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 7 with its permission. INSURED (Cf4- L-10000513-02 COMMERCIAL GENERAL LIABILITY That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" "property damage" or "personal and advertising injury" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 4. PRODUCTS-COMPLETED OPERATIONS HAZARD The definition of "products-completed operations hazard" in Paragraph 16. is amended to add the following: Includes all "bodily injury" and "property damage" arising out of your "designated products" on premises you own or rent; on premises used by you for a special event related to your business; or on connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad, next to any such premises you own or rent, or use for a special event. For the purpose of this definition, "designated products" means apparel, buttons, CD's, DVD's, posters, stickers, tapes and other similar products used to promote a special event related to your business. The following definitions are added: 5. "Discrimination" means: a. Unfair treatment of a natural person or organization including but not limited to discrimination based upon race, color, ethnic or national origin, religion, age, gender, marital status, sexual orientation or preference, pregnancy, physical disability or impairment, or mental disability or impairment; or b. Any act or conduct that would be considered "discrimination" under any applicable federal, state, or local statute, ordinance or law. 6. "Good Samaritan services" means those medical services rendered or provided in an emergency and for which no remuneration is requested or paid. 7. "Incidental medical malpractice injury" means "bodily injury", mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render, the following services: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or c. First aid. 8. "Invitee" means any of your clients, customers, guests, members, patrons, supporters, and "volunteer workers"; however, it does not include any person who is your "employee", "temporary worker" or independent contractor. All other terms and conditions of the policy remain unchanged. AGL09340716 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission. INSURED ENDORSEMENT AGREEMENT STATE WAIVER OF SUBROGATION "INSURANCr BLANKET BASIS ('9017211-19 FUND --REbT- WAL, NA HOME OFFICE 2-80-34-74 SAN FRANCISCO EFFECTIVE JULY 1 , 2019 AT 12 . 01 A.M. PAGE 1 OF 1 ALL EFFECTIVE DATES ARE AND EXPIRING JULY 1 , 2020 AT 12 . 01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME SAFE MOVES, INC. 15500 ERWIN ST STE 2451 VAN NUYS, CA 91411 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAANFRFRANCISCO: JULY 2 , 2019 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO 2572 SCIF FORM 10217 (REV.4-2018) OLD DP 217 ARCH' INTERMEDIARIES CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: SML Safeguard Wording-623AFBO020 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: 1st 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 ac beazley.com (860)677 3765 (phone) (860)679 0247(fax) Retroactive Date: 15t July 2018 Pending or Prior Litigation Date: 1st July 2018 I I Service of Suit: Foley&Lardner LLP, 555 California Street, Suite 1700, San Francisco,CA 94104- j I Choice of Law: - I New York Conditions: i Application Dated: TBA j California Surplus Lines Notice 1-LMA9098A California Complaints Clause—LMA9136 Small Additional or Return Premiums Clause(U.S.A.)—NMA 1168 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 Beazley 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: 1)Re-signed and dated renewal application—to be dated within 30 days of inception 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 ICs Exposure Units—97,000 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 i Security: 100%Lloyd's(Information about Lloyds) i I