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20-069 Guiliani & Kull, Inc., Surveying Services on Regnart Rd in Cupertino, CaliforniaPage 1 of 9 Professional/Consulting Contracts /Version: April 2020 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1.PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and (“Contractor”), a for , and is effective on the last date signed below (“Effective Date”). 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. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3.TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on and shall be completed by . The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ (“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. Giuliani & Kull, Inc California Corporation Surveying Services on Regnart Road in Cupertino, California June 20, 2021 the "Effective Date" June 20, 2021 20,000.00 Surveying Services on Regnart Road in Cupertino, California Page 2 of 9 Professional/Consulting Contracts /Version: April 2020 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. 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, if required by the Cupertino Municipal Code. 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 Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. Surveying Services on Regnart Road in Cupertino, California Page 3 of 9 Professional/Consulting Contracts /Version: April 2020 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 upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the 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. 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 Surveying Services on Regnart Road in Cupertino, California Page 4 of 9 Professional/Consulting Contracts /Version: April 2020 to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) 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 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. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. Surveying Services on Regnart Road in Cupertino, California Page 5 of 9 Professional/Consulting Contracts /Version: April 2020 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. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 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. 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. Surveying Services on Regnart Road in Cupertino, California Page 6 of 9 Professional/Consulting Contracts /Version: April 2020 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 Title 2 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 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 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 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 Surveying Services on Regnart Road in Cupertino, California Jonathan Ferrante Mark A Helton, PE, PLS Page 7 of 9 Professional/Consulting Contracts /Version: April 2020 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 any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 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 Surveying Services on Regnart Road in Cupertino, California Page 8 of 9 Professional/Consulting Contracts /Version: April 2020 force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25.SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26.NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Attention: Email: To Contractor: Attention: Email: 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. 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. 10300 Torre Ave., Cupertino CA 95014 Chad Mosley chadm@cupertino.org Giuliani & Kull, Inc 20431 Stevens Creek Blvd Suite 230, Cupertino, CA 95014 Mark Helton mhelton@gkengineers.com Surveying Services on Regnart Road in Cupertino, California Page 9 of 9 Professional/Consulting Contracts /Version: April 2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR By CITY OF CUPERTINO A Municipal Corporation By Name Title Date APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Name Date Title DATE: Tax I.D. No.: Mark A. Helton Mark A. Helton Jun 24, 2020 47-2455580 President Heather M. Minner Chad Mosley Assistant Director of Public Works Jun 24, 2020 Jun 24, 2020 Exhibit A 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/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: 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 COMPENSATIONAND EMPLOYERS' LIABILITY 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 5/14/2020 22306 Giuliani & Kull, Inc. - San Jose 4880 Stevens Creek Blvd., Suite 100 San Jose, CA 95129 41840 22179 22292 A 2,000,000 X X ODFD90008701 4/26/2020 4/26/2021 300,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000B X X AWFD900077-01 4/26/2020 4/26/2021 2,000,000A ODFD90008701 4/26/2020 4/26/2021 2,000,000 C X 25345702 4/26/2020 4/26/2021 1,000,000Y1,000,000 1,000,000 D Errors & Omissions LHFD91932701 4/26/2020 Liability 2,000,000 D Errors & Omissions LHFD91932701 4/26/2020 4/26/2021 Deductible 10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)RE: Surveying Services along Regnart Road The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insured's as respects to the General Liability per attached form #391-1006-08 16 and the Auto Liability per attached form #461-0479 12 12. Per project limits apply. Primary & Non-Contributory wording applies to the General Liability per attached form #391-1003-08 16 and the Auto Liability per attached form #461-0479 12 12. Waiver of Subrogation applies to the General Liability per attached form #391-1003-08 16 and the Auto Liability per attached form #461-0155 09/97 and the Worker's Compensation per attached form # City of Cupertino 10300 Torre Ave., Cupertino, CA 95014 GIUL&KU-02 LBORDELON Micheletti Alternative Insurance Solutions300 Banner Ct. Suite 1Modesto, CA 95356 Linda Bordelon, CISR Elite linda@michelettiins.com Massachusetts Bay Insurance Company Allmerica Financial Benefit Republic Indemnity Company of America Hanover Insurance Company X 4/26/2021 X X X X X X X X A, XV A, XV A, X A, XV 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract, Agreement or Permit Included 1 2.Additional Insured ±Broad Form Vendors Included 2 3.Alienated Premises Included 3 4.Broad Form Property Damage ±Borrowed Equipment, Customers Goods and Use of Elevators Included 3 5.,QFLGHQWDO 0DOSUDFWLFH (PSOR\HG 1XUVHV (07¶V DQG 3DUDPHGLFV Included 3 6.Personal and Advertising Injury ±Broad Form Included 4 7.Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8.Unintentional Failure to Disclose Hazards Included 6 9.Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II ± LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II ± LIABILITY, C. Who Is An Insured : Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability IRU ³ERGLO\ LQMXU\´ ³SURSHUW\ GDPDJH´ RU ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ FDXVHG LQ whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2)Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply LI WKH ³ERGLO\ LQMXU\´ ³SURSHUW\ GDPDJH´ RU ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ LV RWKHUZLVH H[FOXGHG from coverage under this Coverage Part, including any endorsements thereto. Policy #ODFD90008701 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 2 of 6 c.This provision does not apply: (1)Unless the written contract or written agreement was executed or permit was LVVXHG SULRU WR WKH ERGLO\ LQMXU\´ ³SURSHUW\ damage", or "personal injury and advertising injury". (2)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires; or (b),I WKH ³ERGLO\ LQMXU\´ ³SURSHUW\ GDPDJH´ ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ DULVHV RXW RI VROH QHJOLJHQFH RI the lessor (4)To any: (a)Owners or other interests from whom land has been leased if the ³RFFXUUHQFH´ WDNHV SODFH RU WKH offense is committed after the lease for the land expires; or (b)Managers or lessors of premises if: (i)The ³occurrence´takes place or the offense is committed after you cease to be a tenant in that premises; or (ii)The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5)7R ³ERGLO\ LQMXU\´ ³SURSHUW\ GDPDJH´ RU ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ DULVLQJ out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the ³RFFXUUHQFH´ ZKLFK FDXVHG WKH ³ERGLO\ LQMXU\´ RU ³SURSHUW\ GDPDJH´ RU WKH RIIHQVH ZKLFK FDXVHG WKH ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ LQYROYHG WKH UHQGHULQJ of or failure to render any professional services by or for you. d.With respect to the insurance afforded to these additional insureds, the following is added to SECTION II ±LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract, agreement or permit described in Paragraph a.;or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e.All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured ±Broad Form Vendors The following is added to SECTION II ± LIABILITY, C. Who Is An Insured : Additional Insured ±Broad Form Vendors a.Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for ³ERGLO\ LQMXU\´ RU ³SURSHUW\ GDPDJH´ DULVLQJ RXW RI ³\RXU SURGXFWV´ ZKLFK DUH GLVWULEXWHG RU VROG LQ WKH UHJXODU FRXUVH RI WKH YHQGRU¶V EXVLQHVV b.The insurance afforded to such vendor described above: (1)Only applies to the extent permitted by law; (2)Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3)Will not be broader than coverage provided to any other insured; and (4)DoeV QRW DSSO\ LI WKH ³ERGLO\ LQMXU\´ ³SURSHUW\ GDPDJH´ RU ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ LV RWKHUZLVH H[FOXGHG from coverage under this Coverage Part, including any endorsements thereto c.With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1)³%RGLO\ LQMXU\´ RU ³SURSHUW\ GDPDJH´ IRU which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2)Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 3 of 6 (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8)³%RGLO\ LQMXU\ RU SURSHUW\ GDPDJH arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above;or (b)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9)³%RGLO\ LQMXU\´ RU ³SURSHUW\ GDPDJH´ DULVLQJ RXW RI DQ ³RFFXUUHQFH´ WKDW WRRN place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d.With respect to the insurance afforded to these vendors, the following is added to SECTION II ±LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.;or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II ±LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if WKH ³SURSHUW\ GDPDJH´ DULVHV RXW RI DQ\ SDUW RI those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage ±Borrowed Equipment, Customers Goods, Use of Elevators a.The following is added to SECTION II ± LIABILITY,B. Exclusions, 1. Applicable To Business Liability Coverage,k. Damage to Property: Paragraph (4)GRHV QRW DSSO\ WR ³SURSHUW\ GDPDJH´ WR ERUURZHG HTXLSPHQW ZKLOH DW D jobsite and not being used to perform operations. Paragraph (3), (4)and (6)do not apply to ³SURSHUW\ GDPDJH´ WR ³FXVWRPHUV JRRGV´ ZKLOH on your premises nor to the use of elevators. b.For the purposes of this endorsement, the following definition is added to SECTION II ± LIABILITY,F. Liability and Medical Expenses Definitions: 1.³CXVWRPHUV JRRGV´ PHDQV SURSHUW\ RI your customer on your premises for the purpose of being: a.W orked on; or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice ±Employed Nurses, (07¶V DQG 3DUDPHGLFV SECTION II ±LIABILITY,C. Who Is An Insured, paragraph 2.a.(1)(d)does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 4 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury ±Broad Form a. SECTION II ±LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to ³3HUVRQDO DQG $GYHUWLVLQJ ,QMXU\´, paragraph e.is deleted. b. SECTION II ±LIABILITY, F. Liability and Medical Expenses Definitions, 14."Personal and advertising injury", paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. c.The following is added to SECTION II ± LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": ³'LVFULPLQDWLRQ´ XQOHVV LQVXUDQFH WKHUHRI LV prohibited by law) that results in injury to the feelings or reputation of a natural person, but RQO\ LI VXFK ³GLVFULPLQDWLRQ´ LV (1)Not done intentionally by or at the direction of: (a)The insured; (b)Any officer of the corporation, director, stockholder, partner or member of the insured; and (2)Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d.For purposes of this endorsement, the following definition is added to SECTION II ± LIABILITY, F. Liability and Medical Expenses Definitions: 1.³'LVFULPLQDWLRQ´ PHDQV WKH XQODZIXO treatment of individuals based upon race, color, ethnic origin, gender, religion, age, RU VH[XDO SUHIHUHQFH ³'LVFULPLQDWLRQ´ does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e.This coverage does not apply if liability FRYHUDJH IRU ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II ±LIABILITY,B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)³<RXU SURGXFW´ (2)³<RXU ZRUN´ RU (3)³,PSDLUHG SURSHUW\´ If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not DSSO\ WR ³SURGXFW UHFDOO H[SHQVHV´ WKDW \RX LQFXU IRU WKH ³FRYHUHG UHFDOO´ RI ³\RXU SURGXFW´ However, the exception to the exclusion GRHV QRW DSSO\ WR ³SURGuct recall H[SHQVHV´ UHVXOWLQJ IURP (4)Failure of any products to accomplish their intended purpose; (5)Breach of warranties of fitness, quality, durability or performance; (6)Loss of customer approval, or any cost incurred to regain customer approval; (7)5HGLVWULEXWLRQ RU UHSODFHPHQW RI ³\RXU SURGXFW´ ZKLFK KDV EHHQ UHFDOOHG E\ like products or substitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)5HFDOO RI ³\RXU SURGXFWV´ WKDW KDYH QR known or suspected defect solely because a known or suspected defect LQ DQRWKHU RI ³\RXU SURGXFWV´ KDV EHHQ found. b.The following is added to SECTION II ± LIABILITY,C. Who Is An Insured, paragraph 3.b.: ³3URGXFW UHFDOO H[SHQVH´ DULVLQJ RXW RI DQ\ withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 5 of 6 c.The following is added to SECTION II ± LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)³&RYHUHG 5HFDOOV LQLWLDWHG RU (3)1XPEHU RI ³\RXU SURGXFWV´ ZLWKGUDZQ. b.The Product Recall Expense Aggregate Limit is the most that we will reimburse \RX IRU WKH VXP RI DOO ³SURGXFW UHFDOO H[SHQVHV´ LQFXUUHG IRU DOO ³covered recalls´ initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.$OO ³SURGXFW UHFDOO H[SHQVHV´ LQ FRQQHFWLRQ with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and FRQVLGHUHG RQH ³RFFXUUHQFH´ e.$Q\ DPRXQW UHLPEXUVHG IRU ³SURGXFW UHFDOO H[SHQVHV´ LQ FRQQHFWLRQ ZLWh any one ³RFFXUUHQFH´ ZLOO UHGXFH WKH DPRXQW RI WKH Product Recall Expense Aggregate Limit DYDLODEOH IRU UHLPEXUVHPHQW RI ³SURGXFW UHFDOO H[SHQVHV´ LQ FRQQHFWLRQ ZLWK DQ\ other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement RI ³SURGXFW UHFDOO H[SHQVHV´ WR DQ DPRXQW that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of ³SURGXFW UHFDOO H[SHQVHV´ LQ FRQQection with any other defect or deficiency. g.Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II ± LIABILITY,E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated ³FRYHUHG UHFDOO´ WKDW PD\ UHVXOW LQ ³SURGXFW UHFDOO H[SHQVH´ (1)Give us prompt notice of any discovery or QRWLILFDWLRQ WKDW ³\RXU SURGXFW´ PXVW EH withdrawn or recalled. Include a GHVFULSWLRQ RI ³\RXU SURGXFW´ DQG WKH reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement, the following definitions are added to SECTION II ±LIABILITY,F. Liability and Medical Expenses Definitions: 1.³&RYHUHG UHFDOO´ PHDQV D UHFDOO PDGH necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, RU GDQJHURXV FRQGLWLRQ LQ ³\RXU SURGXFW´ KDV UHVXOWHG RU ZLOO UHVXOW LQ ³ERGLO\ LQMXU\´ RU ³SURSHUW\ GDPDJH´ 2.³3URGXFW UHFDOO H[SHQVH V ´ PHDQV a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 6 of 6 (2)Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3)Remuneration paid to your regular ³HPSOR\HHV´ IRU QHFHVVDU\ overtime; (4)Hiring additional persons, other WKDQ \RXU UHJXODU ³HPSOR\HHV´ (5)Expenses incurred by ³HPSOR\HHV´ LQFOXGLQJ transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; (7)'LVSRVDO RI ³\RXU SURGXFW´ EXW only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are UHTXLUHG WR DYRLG ³ERGLO\ LQMXU\´ RU ³SURSHUW\ GDPDJH´ DV D UHVXOW RI such disposal, you incur exclusively for the purpose RI UHFDOOLQJ ³\RXU SURGXFW´;and b.Your lost profit resulting from such ³FRYHUHG UHFDOO´ f.This Product Recall Expense Coverage does not apply: (1),I WKH ³SURGXFWV ±completed operations KD]DUG´ LV H[FOXGHG IURP FRYHUDJH XQder this Coverage Part including any endorsement thereto; or (2)7R ³SURGXFW UHFDOO H[SHQVH´ DULVLQJ RXW RI DQ\ RI ³\RXU SURGXFWV´ WKDW DUH RWKHUZLVH excluded from coverage under this Coverage Part including endorsements thereto. 8. Unintentional Failure to Disclose Hazards The following is added to SECTION II ± LIABILITY,E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION II ± LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice RI DQ ³RFFXUUHQFH´ RIIHQVH FODLP RU ³VXLW´ VROHO\ due to your reasonable and documented belief WKDW WKH ³ERGLO\ LQMXU\´,³SURSHUW\ GDPDJH´or ³SHUVRQDO DQG DGYHUWLVLQJ LQMXU\´ is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 461-0479 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED ±PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A.The following is added to SECTION IV ± BUSINESS AUTO CONDITIONS,Paragraph B. General Conditions,subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional ³insured´under SECTION II ± LIABILITY COVERAGE,Paragraph A.1. Who Is An Insured is primary and non-contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional ³insured´as a Named Insured. We will not seek contribution from any other insurance available to the additional ³insured´except: (1)For the sole negligence of the additional ³insured´;or (2)For negligence arising out of the ownership, maintenance or use of DQ\ ³DXWR´ QRW RZQHG by the additional ³insured´or by you, unless WKDW ³DXWR´ LV D ³WUDLOHU´ FRQQHFWHG WR DQ ³DXWR´ owned by the additional ³insured´or by you; or (3)When the additional ³insured´is also an additional ³insured´under another liability policy. B.This endorsement will apply only if WKH ³DFFLGHQW´ occurs: 1.During the policy period; 2.Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3.Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional ³insured´. C.Coverage provided WR DQ DGGLWLRQDO ³LQVXUHG´ will not be broader than coverage provided to any other ³insured´under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 Policy #ODFD90008701 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ±PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A.The following is added to SECTION II ± LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional ³insured´ under this Coverage Part, such person or organization LV DQ ³LQVXUHG´;but only to the extent that such person or organization qualifies as an ³insured´under paragraph A.1.c.of this Section. If you agree in a written contract, written agreement or written permit that a person or organization bH DGGHG DV DQ DGGLWLRQDO ³LQVXUHG´ under this Coverage Part, the most we will pay on EHKDOI RI VXFK DGGLWLRQDO ³LQVXUHG´ LV WKH OHVVHU RI (1)The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2)The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B.The following is added to SECTION IV ± BUSINESS AUTO CONDITIONS,Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional ³insured´under SECTION II ± LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional ³insured´as a Named Insured. W e will not seek contribution from any other insurance available to the additional ³insured´except: (1)For the sole negligence of the additional ³insured´;or (2)For negligence arising out of the ownership, maintenance or use of DQ\ ³DXWR´ QRW RZQHG by the additional ³insured´or by you, unless WKDW ³DXWR´ LV D ³WUDLOHU´ FRQQHFWHG WR DQ ³DXWR´ owned by the additional ³insured´or by you; or (3)When the additional ³insured´is also an additional ³insured´under another liability policy. C.This endorsement will apply only if WKH ³DFFLGHQW´ occurs: 1.During the policy period; 2.Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3.Prior to the expiration of the period of time that the written contract,written agreement or written permit requires such insurance to be provided to the additional ³insured´. D.Coverage provided WR DQ DGGLWLRQDO ³LQVXUHG´ will not be broader than coverage provided to any other ³insured´under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 Policy #AWFD900077-01 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WC 00 03 13 (Ed. 04-84) Schedule Producer Copy State Person or Organization Job Description California City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 All California operations performed by the Named Insured on behalf of the Certificate Holder The premium charge for this endorsement shall be $100. This charge will be billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company Number 19739 Insured Giuliani & Kull, Inc. - San Jose Policy Number 253457-01 Endorsement Number 10 Endorsement Effective April 26, 2019 Printed On December 20, 2019 Countersigned by : Giuliani & Kull Agreement for Surveying Services on Regnart Rd, Cupertino CA Final Audit Report 2020-06-24 Created:2020-06-23 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAXNn1dfkxtA18xzpGMyPgRfh04Rs1-HL9 "Giuliani & Kull Agreement for Surveying Services on Regnart R d, Cupertino CA" History Document created by Julia Kinst (juliak@cupertino.org) 2020-06-23 - 11:17:16 PM GMT- IP address: 64.178.242.16 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2020-06-23 - 11:17:24 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2020-06-23 - 11:17:47 PM GMT - Time Source: server- IP address: 64.178.242.16 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-23 - 11:17:49 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-23 - 11:40:12 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Mark A. Helton (mhelton@gkengineers.com) for signature 2020-06-23 - 11:40:14 PM GMT Email viewed by Mark A. Helton (mhelton@gkengineers.com) 2020-06-24 - 6:24:33 PM GMT- IP address: 99.0.86.183 Document e-signed by Mark A. Helton (mhelton@gkengineers.com) Signature Date: 2020-06-24 - 6:31:54 PM GMT - Time Source: server- IP address: 99.0.86.183 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-06-24 - 6:31:56 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-06-24 - 9:16:46 PM GMT- IP address: 45.41.142.104 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-06-24 - 9:17:18 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2020-06-24 - 9:17:20 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2020-06-24 - 10:17:30 PM GMT- IP address: 104.47.44.254 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2020-06-24 - 10:18:00 PM GMT - Time Source: server- IP address: 67.164.60.41 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-06-24 - 10:18:02 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-06-24 - 10:19:35 PM GMT- IP address: 104.47.45.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-06-24 - 10:19:47 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Heather M. Minner (minner@smwlaw.com), Kirsten Squarcia (kirstens@cupertino.org), Mark A. Helton (mhelton@gkengineers.com), Chad Mosley (chadm@cupertino.org), and 3 more 2020-06-24 - 10:19:47 PM GMT