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19-189 Raney Planning & Management, Inc., Preparation of IS-ND or MND for 21750 Rainbow Drive1 FIRST AMENDMENT TO AGREEMENT 19-189 BETWEEN THE CITY OF CUPERTINO AND RANEY PLANNING & MANAGEMENT, INC FOR PREPARATION OF IS/ND OR MND FOR 21750 RAINBOW DRIVE This First Amendment to Agreement 19-189 between the City of Cupertino and Raney Planning & Management, Inc, for reference dated 6/2/2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Raney Planning & Management, Inc., a Corporation (“Contractor”) whose address is 1501 Sports Drive, Suite A, Sacramento, CA 95834, and is made with reference to the following: RECITALS: A.On 10/18/2019, Agreement 19-189 (“Agreement”) was entered into by and between City and Contractor for preparation of IS/ND or MND for 21750 Rainbow Drive. B.City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1.Paragraph 2 of the Agreement is modified to read as follows: 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. Consultant further agrees to carry out its work in compliance with the City’s Shelter in Place and Social Distancing Guidelines Requirements, attached here and incorporated as Exhibit A-A. 2.Exhibit A-A attached hereto is added to the Agreement. 3.Paragraph 3 of the Agreement is modified to read as follows: TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on 6/30/2021 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on 11/15/2019 and shall be completed by 6/30/2021. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B-1. 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. 2 4. Exhibit B to the Agreement is replaced with Exhibit B-1, attached hereto. 5. Exhibit D to the Agreement is replaced with the revised Exhibit D, attached hereto. 6. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONTRACTOR By Title Date CITY OF CUPERTINO By Title Community Development Director Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk EXPENDITURE DISTRIBUTION PO #2020-340 100-71-701-701-702 Original $23,002 Amendment #1: $0 Total: $23,002 1249539.1 Cindy Gnos Heather M. Minner Kirsten Squarcia 6/5/20 Page 1 of 1 RANEY PLANNING & MANAGEMENT, INC. CONTRACT AMENDMENT 21750 RAINBOW DRIVE REQUEST No. 1 Date: June 2, 2020 Raney Planning & Management, Inc. (Raney) is proposing to amend the PROFESSIONAL/ CONSULTING SERVICES AGREEMENT between the CITY OF CUPERTINO and RANEY PLANNING & MANAGEMENT, INC., dated OCTOBER 18, 2019, for the 21750 Rainbow Drive project. The proposed contract amendment will allow Raney to extend the contract expiration date. Contract Extension The Professional/Consulting Services Agreement between the City of Cupertino and Raney Planning & Management for the 21750 Rainbow Drive project will expire on June 30, 2020. The City estimates the project will be completed by mid-summer 2020; however, Raney’s contract will expire before the project is complete. As requested by the City, Raney proposes to extend the Professional/Consulting Services Agreement between the City of Cupertino and Raney Planning & Management for the 21750 Rainbow Drive project until June 30, 2021 to allow Raney to complete the scope of work outlined in the contract to prepare an Initial Study/Mitigated Negative Declaration. EXHIBIT B-1 Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 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. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the 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 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 01 covering any auto (including owned, hired, and non-owned 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.  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. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: 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 and automobile liability policies. 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 of premiums. Waiver of Subrogation 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 Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. 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 during the 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 by Consultant. 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. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/29/2020 (209) 634-2929 (209) 634-2927 23043 Raney Planning & Management, Inc. 1501 Sports Dr Sacramento, CA 95834 19070 A 2,000,000 X BKS2059793007 5/1/2020 5/1/2021 500,000 15,000 2,000,000 4,000,000 4,000,000 1,000,000A BAS2059793007 5/1/2020 5/1/2021 B X UB-6P814262-20-42-G 5/1/2020 5/1/2021 1,000,000 1,000,000 1,000,000 C Professional Liab VNPL006023 5/1/2020 Agg/Each Claim Limit 2,000,000 Project Name: 21750 Rainbow Drive IS/MND. It is agreed that the The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are hereby named as Additional Insured with respect to the liability as their interest may appear per the attached form. Waiver of Subrogation applies to the workers compensation. 30 days in advance cancellation or 10 days in advance if due to non-payment City of Cupertino Attn: Abby Ayende 10300 Torre Avenue Cupertino, CA 95014 RANEYPLANN CASDA1 GDI Insurance Agency, Inc. info@gdiins.com Liberty Mutual Insurance Company Travelers Insurance Companies Gemini Insurance Company X 5/1/2021 X X X X FIRST Amendment - Raney Planning - Final Final Audit Report 2020-06-05 Created:2020-06-04 By:Abby Ayende (AbigailA@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAvGNnVh0VyjAiz3FCaPQfm87-64je__z0 "FIRST Amendment - Raney Planning - Final" History Document created by Abby Ayende (AbigailA@cupertino.org) 2020-06-04 - 5:23:42 PM GMT- IP address: 108.204.1.114 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-04 - 5:36:39 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-04 - 5:51:25 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Cindy Gnos (cindygnos@raneymanagement.com) for signature 2020-06-04 - 5:51:29 PM GMT Email viewed by Cindy Gnos (cindygnos@raneymanagement.com) 2020-06-04 - 6:03:31 PM GMT- IP address: 216.93.209.170 Document e-signed by Cindy Gnos (cindygnos@raneymanagement.com) Signature Date: 2020-06-04 - 6:13:41 PM GMT - Time Source: server- IP address: 216.93.209.170 Document emailed to Heather M. Minner (heatherm@cupertino.org) for signature 2020-06-04 - 6:13:44 PM GMT Email viewed by Heather M. Minner (heatherm@cupertino.org) 2020-06-05 - 9:18:02 PM GMT- IP address: 45.41.142.72 Document e-signed by Heather M. Minner (heatherm@cupertino.org) Signature Date: 2020-06-05 - 9:18:36 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2020-06-05 - 9:18:39 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2020-06-05 - 10:13:01 PM GMT- IP address: 104.47.46.254 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2020-06-05 - 10:13:09 PM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia 6/5/20 (kirstens@cupertino.org) for signature 2020-06-05 - 10:13:12 PM GMT Email viewed by Kirsten Squarcia 6/5/20 (kirstens@cupertino.org) 2020-06-05 - 10:24:07 PM GMT- IP address: 104.47.44.254 Document e-signed by Kirsten Squarcia 6/5/20 (kirstens@cupertino.org) Signature Date: 2020-06-05 - 10:24:31 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Cindy Gnos (cindygnos@raneymanagement.com), Kirsten Squarcia 6/5/20 (kirstens@cupertino.org), Araceli Alejandre (aracelia@cupertino.org), Heather M. Minner (heatherm@cupertino.org), and 3 more 2020-06-05 - 10:24:31 PM GMT CITY OF [I PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of October 18, 2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Raney Planning & Management, Inc. ("Contractor"), a corporation for Preparation of IS/ND or MND for 21750 Rainbow Drive 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 06/30/2020 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on 11/15/2019 and shall be completed by 6/30/2020 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit S. 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 $23,002 ("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. Project 21750 Rainbow Drive Page 1 of 8 Professional/Consulting Contracts Mersion:May 22,2018 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of 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. Project 21750 Rainbow Drive Page 2 of 8 Professional/Consulting Contracts Mersion:May 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 (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 Project 21750 Rainbow Drive Page 3 of 8 Professional/Consulting Contracts/Version: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. Project 21750 Rainbow Drive Page 4 of 8 Professional/Consulting Contracts Mersion:May 22,2018 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 Erick Serrano 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 Nick Pappani 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 Project 21750 Rainbow Drive 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. TERMINATION 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. Project 21750 Rainbow Drive Page 6 of 8 Professional/Consulting Contracts Version:May 22,2018 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/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: i To City of Cupertino To Contractor: Raney Planning&Management,Inc 10300 Torre Ave.,Cupertino CA 95014 1501 Sports Drive, Suite A Sacramento,CA 95834 Attention:Erick Serrano Attention: Nick Pappani j Email: ericks@cupertino.org Email:npappani@raneymanagement.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. Project 21750 Rainbow Drive Page 7 of 8 Professional/Consulting Contracts/Version: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. i IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO A Municipal Corporation By �611A)Atq� By — Name Name Benjamin Fu Title Title Director of Community Development Date It "5'/9 Date Tax I.D. No.: APPROVED AS TO FORM: v �4'A HEATHER M. MINNER Cupertino City Attorney ATTEST: GRACE SCHMIDT City Clerk Project 21750 Rainbow Drive Page 8 of 8 Professional/Consulting Contracts 1T,ersion:,4&av22,2018 Exhibit A. B. and C PROPOSAL TO PREPARE AN INITIAL STUDY / NEGATIVE DECLARATION OR MITIGATED NEGATIVE DECLARATION 21750 Rainbow Drive Cupertino, CA. October 15, 2019 Submitted to: Erick Serrano, Senior Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Office: (408) 777-3205 ericks@cupertino.org Submitted by: Raney Planning & Management, Inc. 1501 Sports Drive, Suite A Sacramento, CA 95834 Office: (916) 372-6100 Fax: (916) 419-6108 info@raneymanagement.com Contacts: Nick Pappani Vice President npappani@raneymanagement.com Jacob Byrne Senior Associate/Air Quality Technician jbyme@raneymanagement.com R A N E Y Ae�vU .�_ PLANNING & MANAGEMENT, INC. yeaAl/ able o ®Hens I. Project Understanding and Approach II. Technical Scope of Services III. Schedule 7 IV. Cost Proposal 8 Appendix A: Raney Resumes Appendix B: Live Oak Associates Scope of Work ,JC_ RANEY 20 i PLANNING&MANAGEMENT.INC. IV'UAIh pov I. Project Understanding and Approac r. Raney, a division of Raney Planning & Management, Inc., has prepared this proposal and scope of services to prepare an Initial Study (IS) Checklist and determine whether a Negative Declaration (ND) or a Mitigated Negative Declaration (MND) would be the appropriate CEQA document for 21750 Rainbow Drive (proposed project) in the City of Cupertino, CA. This proposal has been tailored based on the information provided to date, discussions with City staff, and our understanding of the proposed proj ect. PROJECT OVERVIEW Project Location The proposed project is located at 21750 Rainbow Drive in the City of Cupertino, CA. The 8-acre project site (APN 366-03-064) is developed with a 3,970-square foot (sf) single-family residential home and paved driveway. The site is bound by Regnart Road to the northwest, single-family homes to the northeast and east, Fremont Older Open Space to the south, and undeveloped rural land to the west, east, and south. Additionally, Regnart Creek is northwest of the project site. The City of Cupertino General Plan designates the site as Very Low Density Residential (Res VL %2) and the site is zoned Residential Hillside (RHS). Project Description The applicant is proposing to construct a new driveway on 0.51 acres of the site, northwest of the existing residence. The new 350-foot (ft) long, 12-ft wide access road will begin at the base of the home's existing driveway, wind down a relatively steep native hillside with numerous trees, and cross a narrow drainage before connecting to Regnart Road at the bottom of the hill. It is Raney's understanding that some of the grading for the project was completed prior to receiving the needed approval from City. As a result, all on-site work has ceased until the appropriate environmental review is completed and necessary permit obtained from the City. According to Table 19.40.050: Site Development Regulations of the City of Cupertino Municipal Code, a Hillside Exemption Permit is required for projects developing on slopes greater than or equal to 30 percent that exceed 500 sf for all grading, structures, and other development. The proposed project will require grading and other development that exceeds 500 sf; therefore, approval of a Hillside Exemption Permit will be required. APPROACH Raney proposes to prepare either an Initial Study/Negative Declaration (IS/ND) or an Initial Study/Mitigated Negative Declaration (IS/MND) to analyze the potential environmental effects associated with the proposed project. The IS/ND or MND will be prepared using the IS checklist contained in Appendix G of the CEQA Guidelines and the standard City of Cupertino format. Raney assumes that all of the impacts will be reduced to a less-than-significant level. If mitigation measures are not required to ensure impacts are less-than-significant, the appropriate CEQA document will be an ND. If during the course of the preparation of the IS for the proposed project Raney determines that mitigation will be necessary, the appropriate CEQA determination would be a MND, see Task 4 in Section II Technical Scope of Services for reference. Raney has included the task to prepare a Mitigation Monitoring and Reporting Program (MMRP) to show an accurate cost, should an NIND be required. Billing for this task will only occur if an MND is prepared. Raney will work closely with City staff in the preparation of the IS and determination of appropriate findings. The IS/ND or MND will provide a discussion of the impacts related to implementation of the proposed project. Z-h 0 1 AJC_ RAN EY PLANNING&MANAGEMENT.INC. I Raney anticipates that the key issue areas, which may require a more in-depth discussion in the IS, may include but not be limited to biological resources and geology & soils. Raney will utilize existing information for the project site and the City of Cupertino to the greatest extent feasible, including the City of Cupertino General Plan and General EIR, technical reports provided by the applicant team, and reports prepared by the Raney team, for evaluating the potential environmental impacts associated with the proposed project. Raney intends to work closely with the City of Cupertino throughout the development and processing of the IS/ND or MND. Raney will remain objective and rely on the City, as the lead agency, to make the ultimate determination on the conclusions and mitigation measures. The expectation of Raney is that we will serve as environmental consultants to the City, and will make ourselves available to assist the City to facilitate the process. Applicaw Provided Technical Reports Based upon our review of the project information submitted to date, Raney understands that the following technical studies have been prepared, or will be prepared by the applicant team, for use in the environmental analysis: • Arborist Report (August 21, 2019)prepared by Michael L. Bench; and • Geotechnical Report (July 27, 2019)prepared by GeoForensics, Inc. All technical studies will be peer reviewed by Raney prior to incorporating their material into the IS/ND or MND. It should be noted that Raney is proposing to conduct CEQA-level peer reviews of the provided reports in order to confirm their adequacy in meeting the requirement of CEQA. If it is determined that edits to the applicant reports are required, Raney would coordinate and transmit comments to City staff and assume the original report preparers would update their respective reports, as needed. Technical Reports to he prepared b'v Raney Rather than coordinating all of the necessary technical studies in-house, Raney believes it is more efficient and effective to team with the known technical experts who specialize in a particular field. In this way, Raney can organize a unique team of consultants for each project, who can bring their expertise "to the table" and provide the client with the most defensible documentation and reporting in the timeliest manner. Raney will utilize our extensive experience to professionally manage the technical sub-consultant to ensure that all of the pertinent environmental issues are addressed and that the technical report is produced on-budget and on-time. Raney proposes to sub-contract with Live Oak Associates for the preparation of a Biological Evaluation report. The required Air Quality and Greenhouse Gas (GHG) analysis for the project will be conducted in- house by Raney's Division Manager/Air Quality Specialist Rod Stinson, Assistant Division Manager/Air Quality Specialist, Angela DaRosa, and Senior Associate/Air Quality Technician Jacob Byrne. All air quality & GHG studies are prepared consistent with the regulations and requirements of CEQA, Assembly Bill (AB) 32, Senate Bill (SB) 32, the Bay Area Air Quality Management District (BAAQMD), and the CEQA Lead Agency. R AN EY 20 2 PLANNING&MANAGEMENT.INC. lCL1L1 oov- II. Technical Scope of Services The following scope of services identifies the key tasks and deliverables for preparation of the 21750 Rainbow Drive IS/ND or MND. Each task includes an approach and associated work products. Task 1 Project Initiation The objective of this task is to coordinate with City staff and the project team. Vice President Nick Pappani will serve as the Project Director and Senior Associate/Air Quality Technician Jacob Byrne will serve as the Project Manager. Raney will provide the following deliverables: • Participate in a kick-off meeting with City staff and applicant team, if required; • Review existing documentation for the project and identify key issues; • Establish communication protocols; • Perform a site visit, if necessary; and • Refine the scope, if necessary, with any revisions for the City to approve. Task. 2 Prepare Administrative Draft IS/ND or MND The objective of this task is to prepare the Administrative Draft version of the IS/ND or MND for review by City staff. The IS checklist will be prepared in the standard City of Cupertino format and will address all the issues identified in the Environmental Checklist, per Appendix G of the CEQA Guidelines. Raney will use the latest version of the Appendix G checklist. The following summarizes how Raney proposes to analyze the anticipated key issue area: Biological Resources The biological resources analysis will include a description of the potential effects to plant communities, wildlife, and wetlands including adverse effects on rare, endangered, candidate, sensitive, and special- status species from build-out of the proposed project. This section will be based on the applicant provided Arborist Report, as well as the Biological Evaluation report to be prepared by Live Oak Associates (Live Oak), under contract with Raney (please see Appendix B for a complete scope of work). Live Oak will conduct a field survey to identify habitats present onsite and determine if the site supports potentially suitable habitat for any special-status plant or animal species which are known to occur regionally. At this time, Live Oak will not conduct any species-specific surveys or arorist surveys. It should be noted that special attention will be given to the requirements around Regnart Creek, including setback requirements, due to its proximity to the proposed project. Live Oak will compile the results of the field survey in a Biological Evaluation report that will identify existing habitats onsite and discuss the suitability of the site to support habitat for special-status plant or animal species. Additionally, the report will identify potential impacts to biotic resources of the site and region, including special status species. Live Oak will evaluate whether any jurisdictional features are located on-site and whether they could be impacted by the project. Live Oak will evaluate the project's consistency with any applicable riparian setbacks and will address any applicable setbacks from on-site drainage. Live Oak will propose mitigation measures for any potential impacts and recommend additional surveys, if necessary. Raney will internally review the applicant prepared Arborist Report and RANEY 20 3 ALANNING&MANAGEMENT,INC. i the Biological Evaluation report prepared by Live Oak to ensure that all CEQA issues have been adequately and accurately addressed and will incorporate the results of both analyses into the biological resources section of the IS. Geology& Soils The geology and soils section will summarize the setting and describe the potential effects from soil erosion, earthquakes, liquefaction, and expansive soils, as well as identify any unique geological features within the project area. Specifically, Raney will address the proposed project's development on a steep, native hillside. Raney proposes to rely on the Geotechnical report prepared by Geoforensics under contract with the applicant. Raney will conduct a review of the report to ensure that the findings are adequate for CEQA purposes and that any recommended measures would fully mitigate any identified substantial adverse effects to people or structures. Raney will incorporate the geotechnical analysis into the geology and soils section of the IS. Remaining Issue Areas The remaining issue areas of the IS will be based upon information provided by the City and/or the applicant team, as well as pertinent City documents, including but not limited to the City of Cupertino General Plan and General Plan EIR, and any other pertinent information prepared for the project site and surrounding area, including the applicant-provided Geotechnical Report. With respect to air quality and GHG emissions, the technical analysis for the proposed project will be performed in-house by Raney's Air Quality staff, utilizing the California Emissions Estimator Model (CaIEEMod) software program, consistent with the regulations and requirements of CEQA, Assembly Bill (AB) 32, Senate Bill (SB) 32, the Bay Area Air Quality Management District (BAAQMD), and the City of Cupertino. Given the passage of AB 52, and the associated amendments to Public Resources Code 21080.3.1, lead agencies are required to consult with Native American tribes early in the CEQA process. If the City of Cupertino has received any letters from tribes requesting notice pursuant to AB 52/PRC 21080.3.1, then the City will need to notify the tribes in writing of the proposed project within 14 days from the start of the CEQA process. Raney assumes the City will handle all requirements and formal consultation pursuant to AB 52. If the City would like assistance, Raney is available upon request and would propose to amend the scope of work, schedule, and budget accordingly. Raney will provide the following deliverables: • One hard copy and one electronic of the Administrative Draft IS/ND or MND upon completion to the City. Task 3 Prepare Screencheck Draft IS/ND or MND and Public Review Draft IS/ND or MND for City Release to the Public The objective of this task is to edit the Administrative Draft IS/ND or MND based on the comments received from City staff and to prepare a Screencheck Draft IS/ND or MND in a "strikethrough", underline format. The City will then review the Screencheck Draft IS/ND or MND to provide any additional comments. Raney will revise the Screencheck Draft IS/ND or MND, based on City AitRANEY 20 4 - PLANNING&N1ANAGEMENT.INC. comments, to submit a Public Review Draft IS/ND or MND to the City for distribution. Raney assumes the City will publish the notice for the IS/ND or MND in the paper, post the IS/ND or MND online, and provide a copy of the notice and IS/ND or MND to the County Clerk. Raney will prepare a Notice of Intent (NOI) to Adopt a Negative Declaration or Mitigated Negative Declaration and a Notice of Completion (NOC). Raney will deliver one copy of the NOC, fifteen electronic copies of the IS/ND or MND and fifteen hard copies of State Clearinghouse Summary Form for Electronic Document Submittal (Form F) to the State Clearinghouse. It should be noted that the proposed project may not be of area wide or regional significance and require submittal to the State Clearinghouse. Raney will coordinate with City staff to make this determination. Raney will complete the following deliverables: • Submit one electronic version of the Screencheck Draft IS/ND or MND, to the City that incorporates City comments; • Revise the Screencheck Draft IS/ND or MND to reflect City comments and prepare a Public Review IS/ND or MND; • Submit one electronic version of the Public Review Draft IS/ND or MND to the City; • Prepare the Notice of Intent to Adopt a Negative Declaration or Mitigated Negative Declaration (NOI) and the Notice of Determination(NOD), should the project be approved. • Deliver one copy of the NOC, 15 electronic copies of the IS/ND or MND, and 15 hard copies of summary Form F to the State Clearinghouse, if needed. Task 4 Prepare Mitigation Monitoring & Reporting Program (optional) The objective of this task is to prepare a Mitigation Monitoring & Reporting Program (MMRP) for the City of Cupertino. Raney will incorporate existing monitoring mechanisms that are in place in order to assist the City of Cupertino in meeting the intent of CEQA. The MMRP will be prepared in table format to specify any mitigation measures, standards of success, parties responsible for implementing and monitoring, and timing. It should be noted that Raney would only bill for this task if it is determined that mitigation will be necessary for the project,resulting in the preparation of an MND. Raney will complete the following deliverables: • Prepare and submit one electronic copy of the draft MMRP in table format to the City; • Revise draft MMRP based on City comments; and • Prepare and submit one electronic final MMRP. �I Task 5 Response to Comments (if needed) The objective of this task is to provide a written response to any comments received during the public review period of the IS/ND or MND, if necessary. Although CEQA does not require written responses to comments on an IS/ND or MND, Raney suggests the written responses be included in the staff report to ensure the decision-makers have adequate information on which to base their decision on the project. For the purposes of this scope, Raney assumes that minimal comments will be received on the project. Raney will complete the following deliverables: RANEY 20 5 PLANNING&MANAGEMENT,INC. _ (XC 11 • Prepare written responses to comments received in coordination with the City; and • Produce an errata sheet should any comments necessitate changes to the IS/ND or MND text. Task b Project Management, Meetings, & Hearings The objective of this task is to ensure extensive coordination with City staff throughout the processing of the environmental document. For the purposes of this scope of work, Raney has assumed attendance at up to two public hearings. Raney would be available to attend additional hearings, if requested by the City, and would bill on a time-and-materials basis. Raney will provide the following deliverables: • Project Management by Vice President Nick Pappani, serving as Project Director, and Senior Associate/Air Quality Technician Jacob Byrne serving as Project Manager; • Project support from President Tim Raney, AICP, Senior Vice President Cindy Gnos, AICP, Division Manager/Air Quality Specialist Rod Stinson, and associate and administrative staff, • Regular phone and e-mail communication with City staff; • Attendance at up to two public hearings; and • Additional meetings and hearings can easily be accommodated upon request and would be billed on a time-and-materials basis following Raney's standard billing rates. RANEY 20 6 PLANNING&MANAGEMENT,1NC, I I�ECl�,a III. Schedule - AA The following tentative schedule is based on experience providing similar services. The schedule could be lengthened or shortened, depending on the needs of the applicant and the City of Cupertino. Factors that could lengthen or shorten the schedule include dates of receipt of project information, length of document reviews, changes in the project description, AB 52 requirements, and unanticipated issues arising from City staff or the project team. • 1 Milestones & Critical Path Timing Anticipated Date Notice to Proceed (NTP) and Receipt of Applicant TBD October 18, 2019 Provided Reports Receipt of Biological Evaluation Four weeks November 15, 2019 Administrative Draft IS/ND or MND to the City of Two weeks from Receipt December 2, 2019* Cupertino of Biological Report Receipt of City comments on Administrative Draft IS/ND or MND One week December 9, 2019 Submit Screencheck Draft IS/ND or MND to the One week December 16, 2019 City for review Receipt of City comments on the Screencheck Three days December 19, 2019 Draft IS/ND or MND Submit Public Review IS/ND or MND to the City Three days December 23, 2019 of Cupertino December 24, 2019 to Public Review Period(20 or 30 days) Twenty or thirty days January 13, 2020 or January 23, 2020** Final MMRP and Response to Comments (if necessary) to the City of Cupertino One week January 30, 2020 Public Hearing TBD February 2020 *Extended due to Holiday **May want to adjust due to Holidays RANEY 20 7 PLANNING&MANAGEMENT,INC. (Xa. , . IV. Cost Proposal The cost for completion of the 21750 Rainbow Drive IS/ND or MND is anticipated not to exceed $23,002 as shown in the following spreadsheet. The costs for completion of the IS/ND or MND are based on the estimates of time for each task, following Raney's standard billing rates. N m 0 N (0 U Y (00 U 0 N N N N 0 0 'p � a d L L Q Q Task 1 Project Initiation 4 4 1 $ 1,140 Task 2 Prepare Administrative Draft IS/MND 3 4 36 $ 4,940 Task 2.1 A /GHG Technical Ana Isis 4 14 $ 2,420 Prepare Screencheck Draft IS/MND and Public Review Task 3 IS/MND 21 4 8 $ 1,700 Task 4 JPrepare MMRP optional 1 2 $ 345 Task 5 Response to Comments if needed 2 4 $ 690 Task 6 Project Management, Meetings,and Hearings 16 10 $ 3,810 Total Hours 25 25 4 14 50 Hourly Rate $ 160 $ 125 $ 150 $ 130 $ 110 Total Labor $ 4,000 $ 3,125 $ 600 $ 1,820 $ 5,500 $ 15,045 Expenses $ 7,957 Copy in /Printin /Travel/Posta a/Etc. $ 1,060 Sub-Consultant: Live Oak Associates $ 6,174 10%administrative fee $ 723 Total Budget 1 $ 23,002 *Estimates only.Will be billed on time-and-material basis. The following assumptions were used in the calculations: • Raney's costs assume that the provided data from the applicant team is accurate and current and will be available for the preparation of the IS/ND or MND. • Raney will provide the City the number of copies of the documents as indicated in the technical scope of services. The cost for copying and printing is an estimate only and will be billed at cost. All other printing and distribution of the documents will be the responsibility of the applicant team. RANEY 20 g bv- _ PLANNING&MANAGEMENT.UVC. LyealL� • Should tribal consultation be required under AB 52, Raney will be available to assist the City as needed. Raney would propose to amend the scope of work, schedule, and budget accordingly. • Raney expects that all work will be completed within the budgeted time. If additional time is necessary beyond that which has been budgeted due to unanticipated circumstances those items may need to be renegotiated. • Factors that would increase the scope of work and estimated costs outlined in the proposal include: attendance at public meetings; printing of additional copies of reports; analysis of additional issues beyond those discussed in this proposal or a more detailed level of analysis than described in this proposal; additional reviews and edits beyond those included in this scope of work; changes in the project; and collection of data required beyond that described in this proposal. Raney would propose to renegotiate these items, if required, or charge on a time-and- materials basis. I I J4_ R A N E Y 20 9 PLAN &MAN PLANNING NG A �/l GEMENT.INC. I�,P.CI, Appendix A: Raney Resumes NICK PAPPANI Vice President EDUCATION B.S.,Wildlife Biology,cum laude California State University,Humboldt AFFILIATIONS The Wildlife Society,Western Section t= Urban Land Institute Mr.Pappani has been part of Raney Planning&Management's team since 2002.As current Vice President, Mr. Pappani is part of the management core of Raney, working directly with Senior Vice President Cindy Gnos and President Tim Raney to provide hands-on planning and CEQA services to a variety of clients. VICE PRESIDENT Raney Planning&Management, Inc. (September 2002—Present) Mr. Pappani focuses on client interaction and business marketing, given his network of satisfied clients within the industry. Mr. Pappani also manages the preparation of CEQA documents and regularly attends meetings with lead agency staff to identify and problem-solve environmental issues so that the EIR process can be streamlined and simplified to the greatest extent feasible. In addition, Mr. Pappani works with Division Manager Rod Stinson, in the day-to-day coordination of the Raney team and its efforts. Since his arrival at Raney, Mr. Pappani has been involved in the writing and managing of numerous environmental documents and has served as the project manager for over 500 CEQA and NEPA projects. In addition to his project management experience, Mr. Pappani has provided contract planning services for various jurisdictions during his time at Raney, including serving as an extension of lead agency staff in reviewing development and use permit applications,preparing staff reports and conditions of approval,and presenting before boards, commissions, councilinembers, and the general public. WILDLIFE TECHNICIAN Grand Canyon National Park, AZ OW'ay to August 1999 and 2000) Mr. Pappani utilized his field research skills obtained at Humboldt State University to collect pertinent wildlife data for the Park Service. In addition to conducting numerous field studies for special-status species and keeping detailed records of all collected data,Mr.Pappani was appointed as crew leader in the absence of the acting crew leader, which involved appointing tasks to other staff and managing their workload. FIELD TECHNICIAN LBJEnterprises, Eureka, C,4 (jWa.v to august 1998) Mr.Pappani conducted research for an environmental consulting firm located in Eureka,CA.Mr.Pappani's primary duties included conducting detailed plant and animal surveys throughout Six Rivers National Forest.The animal surveys focused on detecting the presence/absence of the Federally Threatened Marbled Murrelet within Six Rivers National Forest. i JACOB BYRNE Senior Associate/ Air Quality Technician EDUCATION B.S.,Environmental Science and Management University of California,Davis 1 Mr. Byrne graduated with honors from the University of California, Davis, with a Bachelor of Science degree in Environmental Science and Management. Mr. Byrne's educational experience allows him to assess each project with an interdisciplinary approach and focus on public engagement. As Senior Associate/Air Quality Technician with Raney, Mr. Byrne provides internal project management and prepares Raney's in-house air quality analyses. SENIOR ASSOCIATE/AIR QUALITY TECHNICIAN Raney Planning& Management, Inc. (2016—Present) While at Raney, Mr.Byrne has assisted in the preparation of multiple Initial Studies and EIRs, including, the Lincoln40 EIR, Placer County Sports and Event Center EIR, 19J Sustainable Communities Environmental Assessment, Lincoln Meadows EIR, and The Ranch EIR. Mr. Byrne worked closely with Raney Vice President, Nick Pappani on the Integrated Demand Management Program EIR in which he drafted both the IS and NOP, and participated in the kick-off and public meetings and hearings.Mr.Byrne worked closely with the project's biological consultants and drafted many chapters of the EIR. Mr. Byrne has also contributed to the preparation of NEPA Environmental Assessments, including for the Lofts at Normal Heights project, as well as the Brawley Adams Apartments project in the City of Brawley. As an Air Quality Technician, Mr. Byrne works closely with the Raney's in-house Air Quality Specialists to prepare air quality and greenhouse gas analyses for Initial Studies,EIRs,Air Quality Management Plans, Greenhouse Gas Reduction Plans, and Climate Action Plans. Mr. Byrne has contributed to the technical preparation of various air quality and greenhouse gas analyses,including the 3820 Chiles Road Health Risk Analysis for construction-related and highway health risks in the City of Davis, the air quality and greenhouse gas analysis for Adventist Health Office Project in the City of Roseville, the Air Quality Management Plan and Greenhouse Gas Reduction Plan for the City of Galt Industrial Park Expansion Annexation and Pre-Zone Project,as well as the Climate Action Plan for the City of Wheatland.Mr.Byrne is proficient in the use of current air quality models, including CalEEMod, CALINE4, and AERMOD. Senior Park Aide Portolia Redwoods and Castle Rock State Parks Warch to December 2015) Mr. Byrne utilized his understanding of resource management and public relations to manage daily and seasonal operations for Portola Redwoods State Park and Castle Rock State Park in the Santa Cruz Mountains of California.While working for the California Department of Parks and Recreation,Mr.Byrne worked to relate critical information related to the preservation of endangered species and fragile ecosystems to members of the public visiting the parks. Mr. Byrne managed seasonal staff as well as volunteers, while also performing analyses of visitation and fee data, modernizing park operations, and rotecting public safety. TIM RANEY, AICP President EDUCATION Graduate Studies,Agricultural Economics University of California,Davis B.S.,Agricultural and Managerial Economics University of California,Davis AFFILIATIONS American Institute of Certified Planners(AICP) American Planning Association(APA) Sacramento Metro Chamber Mr.Raney has nearly 30 years of local government,planning,and CEQA/NEPA experience, during which he has actively managed many of the region's most controversial projects. PRESIDENT Rajnev Planning&- Managemci7t, Inc. (April 1999—Present) As President of Raney, Mr. Raney provides a wide range of planning, management, and economic development services to public and private sector clients.Mr.Raney specializes in project coordination and management, CEQA processing and documentation, land use analysis, business district information, and public facilitation. With over twenty-five years of planning experience, he has developed a diverse and expanding network of clients, including developers, agency representatives, and state and local decision- makers. His diverse background enables him to advise his clients on effective strategies regarding government permitting processing, public involvement, and agency coordination. Mr. Raney provides quality client services, ensuring legally and procedurally accurate documentation while strictly adhering to all schedules and budgets. COMMUNITY DEVELOPMENT DIRECTOR City of F {reatland(2004—Present) As the Community Development Director for the City of Wheatland, Mr. Raney provides professional guidance and technical assistance to the City Manager,City Council,Planning Commission,and the public regarding immediate and long-range planning while working extensively with the development community, local business owners, and community residents. Mr. Raney monitors City growth and oversees implementation of the City's General Plan, processing of development applications, and makes recommendation to City Council regarding applications and development projects. Over the past 11 years, Mr. Raney has been instrumental in developing the City's Infrastructure Work Program, Community Vision,and Capital Improvement Program as well as developing and implementing the City's General Plan. COUNCILMEMBER/MAYOR Cin,of Citrus Heights, CA (1997—2002) Elected to serve on the first City Council, Mr. Raney was instrumental in creating the initial government structure of the City of Citrus Heights. While on City Council, Mr. Raney participated in the preparation and adoption of the City's first General Plan as well as developing a city staff to be responsible for its implementation. Mr. Raney served as Mayor of Citrus Heights in 2000 winning numerous awards for his exceptional leadership skills.This experience behind the dais has given Mr.Raney the ability to understand projects from a variety of perspectives,thereby allowing him to provide a unique skill set to Raney's clients. .rla qY �Sc� - CINDY GNOS,AICP Senior Vice President EDUCATION Graduate Studies,Public Policy Administration California State University,Sacramento B.S.,City and Regional Planning California Polytechnic State University,San Luis Obispo AFFILIATIONS American Institute of Certified Planners(AICP) American Planning Association(APA) Ms. Gnos brings to Raney Planning&Management a wide range of public sector planning,management, and economic development services. Ms. Gnos specializes in land use analysis, project coordination and management, public facilitation, and CEQA processing and documentation. With nearly twelve years of public sector planning experience, she has developed an understanding of the diverse aspects of planning and community development within local governments. Her background enables her to advise clients on effective strategies regarding government permit processing,public involvement,and agency coordination. SENIOR VICE PRESIDENT Raney Plaa7ning& Mcanagenient, Inc. (April 2000 Present) As the principal contact for most of Raney's projects,Ms. Gnos provides high-quality,uniquely personal services to Raney's clients. Serving as Project Director for many of Raney's projects, Ms. Gnos is exceptionally organized and skilled at providing project management services to Raney's clients. In addition to project management,Ms.Gnos is responsible for the quality and content of Raney's documents, thoroughly reviewing every document before sending it out for client review.Ms.Gnos provides the energy that keeps the Raney team running in top condition, thereby ensuring that its clients receive the very best of what Raney has to offer. SENIOR PLANNER City ofDiion, CA (Novernber 1994—llllarch 2000) Ms. Gnos served as a planner for the City of Dixon, overseeing the planning, environmental review, and development of numerous residential, commercial,and industrial projects. Ms. Gnos coordinated the City of Dixon's downtown revitalization efforts through the management of the creation of the Dixon Downtown Revitalization Plan, and through personal participation in special downtown events. She implemented the Downtown Facade Improvement Program using Redevelopment funds. Ms. Gnos also oversaw the Community Development Block Grant (CDBG) Program for the City of Dixon which included Planning/Technical Assistance Grants and a Business Revolving Loan Fund. Ms. Gnos served as the housing coordinator for implementation of the City's Housing Element, including the use of Redevelopment Funds and HOME funds in a first-time homebuyer program. ASSOCIATE PLANNER City of Sacratnento, CA (October 1988—Noveanber 1994) As a land use planner for the City of Sacramento, Ms. Gnos was responsible for processing development applications. This included pre-application meetings, environmental review, coordination with the City, developer, and neighborhoods, as well as reports and presentations to the Planning Commission and City Council. During her tenure at the City of Sacramento, she also chaired the Subdivision Review Committee. ROD STINSON 10 Division Manager/Air Quality Specialist EDUCATION y^ B.S.,Forestry and Natural Resources California Polytechnic State University,San Luis Obispo CERTIFICATIONS Certified in River Restoration and Natural Channel Design AFFILIATIONS Sacramento Metro EDGE Urban Land Institute Mr. Stinson brings to Raney Planning& Management, Inc. his technical writing and project management skills to every project. As Division Manager with Raney,Mr. Stinson assists Senior Vice President Cindy Gnos and President Tim Raney in the day-to-day management of the office,which includes overseeing the processing of various environmental and planning projects, management of office staff, and coordination with agency personnel and project applicants. In addition, Mr. Stinson serves as Raney's in-house Air Quality Specialist. DIVISION MANAGER/AIR QUALITY SPECIALIST Raney Planning&Managemnt, InC. (May 2005—Present) Since June 2010,Mr. Stinson has worked under the title Division Manager and is responsible for assisting Senior Vice President Cindy Gnos and company President Tim Raney in the day-to-day coordination of the Raney team and its efforts. Since arriving at Raney, Mr. Stinson has been involved in the writing and managing of numerous environmental and planning projects and has served as the project manager for over 300 CEQA and NEPA projects. In addition,Mr. Stinson has managed numerous special planning projects as well as provided environmental and land use planning services for various jurisdictions during his time at Raney, including extensive use of GIS in the analysis and presentation of data. Mr. Stinson also serves as Raney's in-house Air Quality Specialist, preparing air quality and greenhouse gas analyses for Initial Studies and Environmental Impact Reports as well as air quality and greenhouse gas studies and health risk assessments for various private-sector clients. Mr. Stinson trained under Donald Ballanti, Certified Consulting Meteorologist for several years and has prepared over thirty air quality analyses for various public and private sector projects. Through his work with various air districts in the region,Mr. Stinson has become a leading expert in preparing air quality and greenhouse gas analyses. Mr. Stinson is also actively involved in the Sacramento Metro Chamber as a recent graduate of the Leadership Class of 2012. As a part of the 2012 class project, Mr. Stinson participated in fundraising and outreach activities for the design and construction of the new Soil Born Farms outdoor classroom. ESTIMATOR/ENVIRONMENTAL SPECIALIST ThtlnderNlotintain Enterprises, Inc. (October 2003 to Hap 2005) Mr. Stinson began at Thunder Mountain Enterprises,Inc.preparing Stormwater Pollution Prevention Plans utilizing erosion and sediment control Best Management Practices. In this position Mr. Stinson was trained in AutoCAD and expanded his knowledge of hydrology and fluvial processes. After four months with the company Mr. Stinson was promoted to department head of the Estimating Department where he developed and managed procedures for the department. Mr. Stinson was tasked to develop new markets for the c mpany while maintaining their existing workflow market. In addition, Mr. Stinson set the budgets for e 2004 and 2005 fiscal years as well as secured over$600,000 of revenue in the first year of existence. As Estimator,Mr. Stinson performed sales, estimating,project management,and contract administration. yy I i Appendix B: Live Oak Associates 1{ x-. LIVE OAK ASSOCIHES INC. an Ecological Consulting Firm October 3, 2019 Zachary Dahla Raney Management 1501 Sports Drive, Suite A Sacramento, CA 95834 SUBJECT: Biological evaluation report for the project site located at 21750 Rainbow Drive in Cupertino, Santa Clara County, California. Dear Mr. Dahla: At your request, Live Oak Associates, Inc. (LOA)has prepared this scope and budget to conduct a field survey and biological evaluation report for the project site located at 21750 Rainbow Drive in Cupertino, Santa Clara County, California. The proposed project is to construct a new access roadway from the base of a residence winding down a steep native hillside to the northern area of their property. Regnart Creek is nearby the proposed project; therefore, special attention will be given to requirements around Regnart Creek, including setback requirements. We propose to conduct a suitable background review of available databases, conduct a single site survey to evaluate the habitats onsite, and write a biological evaluation report. We propose to complete this work for a time-and-materials cost not to exceed $6,174 (see attached budget). Following are the proposed tasks: Task 1. Background Review. LOA will review all available databases and sources of information relevant to the project vicinity will include aerial photographs of the project site, USGS topographic maps, U.S. Fish and Wildlife Service National Wetland Inventory Maps, the California Natural Diversity Database, other technical literature related to the biotic resources of the project vicinity, regional planning documents (e.g., City of Cupertino's policies, including required riparian setbacks, etc.), species data compiled by the California Native Plant Society, the National Audubon Society, or other public interest groups, and resource agency data (e.g., U.S. Fish and Wildlife Service and the California Department of Fish and Wildlife). Task 2. Site Survey. An LOA ecologist will conduct a single-day site visit of the site. This survey would be used to identify habitats present onsite and to determine if the site supports potentially suitable habitat San Jose:6840 Via Del Oro,Suite 220. San Jose,CA 95119 . Phone:(408)224-8300. Fax:(408)224-1411 Oakhurst:P.O.Box 2697. 33930 Sierra Way,Suite B . Oakhurst,CA 93644 . Phone:(559)642-4880 • (559)642-4883 Truckee:11050 Pioneer Trail,Suite 203. Truckee,CA 96161.Phone:(530)214-8947 www.loainc.com for any special-status plant or animal species which are known to occur regionally. Issues related to any special-status habitats or species would be identified. We are not proposing to conduct any species-specific surveys at this time. Should any further assessments of the site become necessary(e.g., species-specific surveys, wetland delineation, permitting, etc.)they would be covered under a separate scope and budget. Task 3. Report Preparation. The results of the field survey would be compiled in a Biological Evaluation report. This report would identify existing habitats on the site, discuss the suitability of the site to support habitat for special-status plant or animal species, identify potential impacts to biotic resources of the site and region,recommend additional surveys (if appropriate), and give guidance as to what typical mitigations would be for any project impacts. We would rely on CEQA criteria and special status species in the local area would be discussed. Meetings and Hearings. We have not allowed time for additional conference calls, meetings or hearings. Should our presence be required at any such engagements, our time would be invoiced on a time-and-charges basis using our current billing rates. We thank you for using our firm to provide you these services and look forward to working with you. If you have any questions or concerns regarding this proposal,please contact me at(408) 281-5889, at your convenience. Sincerely, Katrina Krakow Project Manager Staff Ecologist Proposal Acceptance Accepted By: Date: Printed Name: Title: I 2 LIVE 1hK:ISS0CI:ITES.INC. ♦a F1.Ili II Cl—,r,F m STANDARD TERMS AND CONDITIONS The following are LCA's standard contract terms and conditions, to be incorporated into the agreement by and between LIVE OAK ASSOCIATES, INC.(hereinafter referred to as"LOA") and Raney Management_ (hereinafter referred to as"Client"). APPLICABLE LAWS. Contractor is obligated by professional codes of ethics and applicable laws to report observed violations of federal,state, and local codes for protection of natural resources and the environment. ADDITIONAL SERVICES. Should Client, or any public body or inspector direct any modification or addition to the Services covered by this Contract, the payment for Services as set forth in Section 4 shall be adjusted accordingly. Client agrees to reimburse LOA for any additional hours for requested additional work not described in the Contract at an applicable hourly fee schedule rate. INDEPENDENT CONTRACTOR STATUS. It is understood by the parties that in performing the above-described Services, LOA shall act as an independent contractor with respect to Client. PAYMENT FOR SERVICES. In consideration for the Services to be performed by LOA under this Contract, Client agrees to pay to LOA for work performed upon receipt of monthly invoices. Monthly invoices will reflect work performed at the respective hourly rates of individuals providing Services on behalf of LOA. Payments are due upon receipt of monthly invoice. Accounts more than 30 days past due shall accrue interest at the rate of ten percent (10%) per annum. Additionally, accounts more than 30 days past due shall be subject to a service charge of eight percent (8%) per annum. In the event that collection is required on past due accounts or litigation is required to resolve a dispute arising under this Contract, it is further agreed that the prevailing party in any such action shall be entitled to receive reasonable attorney's fees in addition to costs. TERM. This Contract shall become effective on the date of its execution and shall continue in force and effect until the Services provided for herein have been fully and completely performed, unless otherwise terminated as set forth in Section 6 below. RIGHT TO STOP WORK. LOA shall have the right to stop performance of the Services until all payments due are received if any payment shall not be made, when due, to LOA under this Contract. Failure to make payment, within thirty (30) days of the date due, is a material breach of this Contract and shall entitle LOA to cease any further Services under the Contract. TERMINATION. If a party defaults by failing to substantially perform any provision, term or condition of this Contract, the other party may terminate this Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s)within such time period shall result in the automatic termination of this Contract. USE OF INFORMATION. Upon completion of the Project, LOA shall have the right to use relevant information gathered during the Project investigation on future projects. LOA shall have the right to use illustrations, charts, graphs, maps and other visual materials developed by LOA in connection with the Project, but will omit references to Client's name. LOA shall have the right to reference the Project and client's name when preparing literature, proposals and conducting interviews for obtaining future consulting jobs. LOA's reports shall be used by Client only in connection with the Project. OBLIGATIONS OF CLIENT. Client agrees to comply with all reasonable requests of LOA necessary for the performance of LOA's obligations under this Contract. Client agrees to furnish space on Client's property for use by LOA while performing the Services. 3 I'llc DAK ISsllriHEA.I.W. WARRANTY. LOA shall provide its Services and meet its obligations under this Contract in a timely and workmanlike manner, and shall provide a standard of care equal to, or superior to, care used by service providers similar to LOA on similar projects. INDEMNIFICATION. Client shall indemnify and hold LOA harmless from any liability, claims, demands, loss, damages or expense, including any reasonable attorney fees and costs, asserted against or suffered by LOA resulting from: (i) any breach by Client of this Agreement; (ii) any liability of the Client with respect to the Client's Property and/or Client's Project or otherwise; or (iii) the accuracy or breach of any of the representations, warranties or covenants made by Client. LOA shall indemnify and hold Client or its directors, officers, and employees harmless from any liability, claims, demands, loss,damages or expense, including any reasonable attorney fees and costs, asserted against or suffered by Client resulting from the acts, errors or omissions of LOA or its directors, officers, employees, and sub- consultants in performance of this Agreement, except for injuries and damages caused by the sole negligence of the Client. SUBCONTRACTORS. LOA may subcontract to other qualified personnel such portions of the work required by Client as LOA deems necessary. ASSIGNMENT. Neither party may assign or transfer its rights or obligations under this Contract without the prior written consent of the non-assigning party. MEDIATION. LOA and Client agree to mediate any dispute or claim arising between them out of this Contract, or any resulting transaction, before resorting to court action. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action. ATTORNEY'S FEES. If either party institutes a court action arising from this Contract or the performance of it, the prevailing party in such action or litigation shall, in addition to such other relief as the court may grant, be entitled to an award of reasonable costs and expenses of litigation, including expert witness fees and attorney fees. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of California. BINDING EFFECT. The terms and provisions of this Contract shall be binding and inure to the benefit of the successors and assigns of the parties hereto. DESCRIPTIVE HEADINGS. The descriptive headings used and inserted into this Contract are for convenience only and shall not be deemed to affect the meaning or construction of any provision herein. 4 IAIE,Illh 11SIII'LITES.I.lf. COUNTERPARTS. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Contract shall become effective upon the execution of a counterpart hereof by each of the parties hereto. NOTICES. All notices and communications hereunder shall be in writing and shall be deemed given and delivered personally when mailed by registered or certified mail, postage prepaid, addressed as follows if to LOA: Live Oak Associates, Inc. P.O. Box 2697 Oakhurst, CA 93644 and addressed as follows if to Client: Zachary Dahla Raney Management 1501 Sports Drive, Suite A Sacramento, CA 95834 S Lllls''IIIh:ISSllfla'E's.11C. b \ / � $ n 9 t ro \ / / / \ * \ \ o . \ ƒ 2 \ ? \ Cl q \ 2 r Q 4 » f \ / \ � / ƒ ¥ % 2 @ m § � % _ ■ � § t7' 3 D � � / 7gnQ0 0 w g ; 00col , I \ � o W \ \ n � w ; : ; § 22oc > _ _ i i - % t u / 7 % w m g Exhibit D 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. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the 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. i 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 01 covering any auto (including owned,hired, and non-owned 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. O 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: E.rh.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 j 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 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 Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. I 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. 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 i RANEYPLANN CASDA1 ,a►coRo9 CERTIFICATE OF LIABILITY INSURANCE DATE 11/512019 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 enppdorsement(s). NT CT PRODUCER CO-NANTACT GDI Insurance Agency,Inc. PHONE FAX (Arc,No,Ext):(209)634-2929 (AIC,No):(209)634-2927 MAIL ADDRESS:info@gdiins.com A INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Liberty Mutual Insurance Company 23043 INSURED INSURERB:Gemini Insurance Company Raney Planning&Management,Inc. INSURERC: 1501 Sports Dr INSURER D: Sacramento, CA 95834 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDDIYYYY MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR BKS2059793007 5/1/2019 5/1/2020 DAMAGETO RENTED 500,000 X PREMISES Ea occurrence $ MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 4,000,000 POLICY IA PELT LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO BAS2059793007 5/1/2019 5/1/2020 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS p BODILY INJURY Per accident $ AUTOS ONLY AUTOS 0 L (PeOr.cCdert�MAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE YIN X XWS59793007 5/1/2019 511l2020 1,000,000 L EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? NIA E. (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liabili NPL004667 5/112019 5/112020 Occ./Aggr. 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project Name: 21750 Rainbow Drive IS/MND.It is agreed that the The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are hereby named as Additional Insured with respect to the liability as their interest may appear per the attached form. Waiver of Subrogation applies to the workers compensation. 30 days in advance cancellation or 10 days in advance if due to non-payment 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. Attn:Abby Ayende 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 85 83 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PROD UCTSICOMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph 2. under Section 11 - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract or written agreement. Such person or organization is an additional insured but only with respect to liability for "bodily injury" or "property damage": 1. Caused by "your work" performed for that additional insured that is the subject of the written contract or written agreement; and 2. Included in the "products-completed operations hazard". However: a) The insurance afforded to such additional insured only applies to the extent permitted by law; and b) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the 'bodily injury" or"property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Conditions. B. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: 1. 'Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. 2. 'Bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b. Supervisory, inspection, architectural or engineering activities. © 2013 Liberty Mutual Insurance CG 85 83 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission . Page 1 of 2 C. With respect to the insurance afforded by this endorsement, exclusion I. Damage To Your Work of Paragraph 2. Exclusions under Section I - Coverage A -Bodily Injury And Property Damage Liability is replaced by the following: I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". D. With respect to the insurance afforded to these additional insureds, the following is added to Section II - Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: I. Required by contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declaration. whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. E. With respect to the insurance afforded by this endorsement, Section IV -Commercial General Liability Conditions is amended as follows: 1. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claims Or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. Paragraph 4. of Section IV -Commercial General Liability Conditions is amended as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. © 2013 Liberty Mutual Insurance CG 85 83 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission . Page 2 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 79 (Ed. 01-13) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement is $ 250.00 Schedule Person or Organization ALL PERSONS OR ORGANIZATIONS ANY Job Description REQUIRED BY WRITTEN CONTRACT PRIOR TO THE ACCIDENT OR LOSS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Endorsement No. 0007 Policy Effective 05/01/2019 Premium State Policy No. XWS (20) 59 79 30 07 Insured RANEY PLANNING & MANAGEMENT, INC. Insurance Company Ohio Security Insurance Company 19291 Countersigned by WC 99 06 79 (Ed. 01-13) © 20131-iberty Mutual Insurance Includes copyrighted material of WCIRBwith its permission. COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 ---- NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty NAutual Insurance CG 88 10 04 13 Includes copyrighted rnaterial of Insurance Services Office, Inc.,}vith its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other- valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY-ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days_ Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services office, Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through in. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is 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: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner- for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a, is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph i.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) 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 decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person[ or organization[S status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph i.b. above, a person® or organization[S status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph i.c. above, this insurance does not apply to any 'occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. 'Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications: or (2) Supervisory, inspection, architectural or engineering activities. 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 "occur- rence" 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 architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or- (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy_ 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured® policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured(S policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an 'occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits cf Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) 'Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee' who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee®" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services office, Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and C. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior 'occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an 'occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. 'Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 8 of 8 COMMERCIAL GENERAL LIABILITY CG 88 70 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSTRUCTION PROJECT(S) - GENERAL AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. A separate Construction Project General Aggregate Limit applies to each construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations . 2. The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Cov- erage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or C. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Construction Project General Aggregate Limit for that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Construction Project General Aggregate Limit for any other construction project. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Construction Project General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications timetables, the project will still be deemed to be the same construction project. or E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply. CG 88 70 12 08 Includes copyrighted material of ISO Properties, Inc.,with its permission. Page 1 of 1 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE- BROADENED COVERAGE 10 GLASS REPAIR-WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN 1 LEASE GAP 14 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTSCOVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 20 SECTION II -LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self-insured retention plan available to that organization; © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employees" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos. a. You hire, rent or borrow; or © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee®" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V- DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GWf) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of$50 per day and a maximum limit of$1,500 © 2013Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE,A. COVERAGE,is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or 'loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or 'loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If 'loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE,A. COVERAGE,we will pay for the expense of returning a stolen covered "auto' to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto' you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V- DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." 'Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturerCS warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: © 20131-iberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto' at the time of the 'loss' and such equipment is designed to be solely operated by use of the power from the "autoCsi" electrical system, in or upon the covered "auto' and physical damage coverages are provided for the covered "auto'; or If the 'loss' occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss' to a covered "auto' owned by or leased to you in any one "accident' is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto' is subject at the time of the "loss' less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the 'loss', b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, C. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a 'Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto', i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the 'loss'. An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss'. This adjustment is not applicable in Texas. S. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto' that incurred the loss serves as collateral, or lease written on the covered "auto' that incurred the loss. C. SECTION V-DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: 'Total loss' means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 5 of 7 15. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after Its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3_ Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation- © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured® responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V -DEFINITIONS is amended as follows_ 22. BODILY INJURY REDEFINED Under SECTION V-DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 7