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20-153 Management Partners, Advisory ServicesPage 1 of 9 Professional/Consulting Svcs Agreement PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Management Partners, Incorporated (“Contractor”), a Ohio corporation for Advisory Services, 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 December 31, 2023 “Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the Effective Date and shall be completed by December 31, 2023 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 $10,000 (“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. Page 2 of 9 Professional/Consulting Svcs Agreement 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, p ersonal 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. Page 3 of 9 Professional/Consulting Svcs 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. OMITTED 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 (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: Page 4 of 9 Professional/Consulting Svcs Agreement (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. 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 Cit y 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. Page 5 of 9 Professional/Consulting Svcs Agreement 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 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 Kristina Alfaro 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 Jan Perkins 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 Page 6 of 9 Professional/Consulting Svcs Agreement 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 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 Page 7 of 9 Professional/Consulting Svcs Agreement 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: To City of Cupertino Office of the City Manager 10300 Torre Avenue Cupertino, CA 95014 Attention: Kristina Alfaro Email: KristinaA@cupertino.org To Contractor: Management Partners 2107 N. First St. Suite 470 San Jose, CA 95131 Attention: Julie Mares Email: jmares@managementpartners.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. Page 8 of 9 Professional/Consulting Svcs Agreement 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Kristina Alfaro Name Jerry Newfarmer Title Director of Administrative Services Title President and CEO Date Date Tax I.D. No.: 31-1407585 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk DATE: Jerry Newfarmer Nov 16, 2020 Heather M. Minner Nov 19, 2020 Nov 19, 2020 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 To: Ms. Kristina Alfaro, Administrative Services Director City of Cupertino From: Jan Perkins, Vice President Subject: Ad Hoc Advisory Services Date: October 26, 2020 We understand the City of Cupertino is interested in advisory services from Senior Partner Rod Gould to be provided on an hourly basis, as needed. We will charge $240 per hour for Rod’s services. A contract in the amount of $10,000 is proposed which will provide just over 40 hours of consulting services. If this meets with your approval, please sign below for our records. We have received the City’s contract documents and will fill in the appropriate sections based on our understanding of the engagement. Please let me know if you have questions. Thank you. Accepted for the City of Cupertino By: __________________________________ Title: Director of Administrative Services Date: October 26, 2020 EXHIBIT A-C SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/5/2020 Liberty Mutual Insurance PO Box 188065 Fairfield, OH 45018 800-962-7132 800-845-3666 Ohio Security Insurance Company 24082 American Fire and Casualty Company 24066 Ohio Casualty Insurance Company 24074 A 1,000,000BKS578260573/1/2020 3/1/2021 1,000,000 3 15,000 3 1,000,000 2,000,000 2,000,000 B BAA57826057 3/1/2020 3/1/2021 1,000,000 3 C USO57826057 3/1/2020 3/1/2021 5,000,00033 5,000,000 3 0 A XWS57826057 3/1/2020 3/1/2021 3 1,000,000Y 1,000,000 1,000,000 A Employment Practices Liability BKS57826057 3/1/2020 3/1/2021 Kay Beattie BusinessService@LibertyMutual.com 3 Each Claim Aggregate Deductible $10,000 $10,000 $5,000 Management Partners Inc. 1730 Madison Rd Cincinnati OH 45206 58464752 3 3 33 3 Lessees or Contractors per form CG2010. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are is Primary and we will not ask for Contribution of the policy issued to the Additional Insured. Waiver of Subrogation Applies. City of Cupertino 10300 Torre Ave Cupertino CA 95014 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are listed as Additional Insured Owners, Additional Insured if required by written contract or written agreement subject to Auto Liability Blanket Additional Insured Provision. This Policy 30* Day Notice of Cancellation *10 Day Notice of Cancellation for Cancellation for Non-Payment of Premium. A.M. Best Company Rating: A 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 1 of 23 CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) 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 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). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. HAUSER 5905 E.Galbraith Rd,Ste 9000 Cincinnati OH 45236 513-745-9200 513-745-9219 mdavis@thehausergroup.com Continental Casualty Company 20443 MANAPAR-01 Management Partners,Inc. 1730 Madison Road Cincinnati OH 45206 934474635 A Professional Liability 10/27/2020 596801719 3/1/2020 3/1/2021 $2,000,000 Limit $10,000 Deductible City of Cupertino 10300 Torre Ave Cupertino CA 95014 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 Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 2 of 23 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 Liability, 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 following: 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 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 3 of 23 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. 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) W hile rented to you; or (2) W hile 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 systems; 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 1.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 “personal 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 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 4 of 23 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 advertising 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 exposures; 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 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. With respect to Paragraph 1.a. above, a person’s 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 1.b. above, a person’s 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 1.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 Conditions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 5 of 23 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 rendering 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 “occurrence” which caused the “bodily injury” or “property damage”, or the offense which caused the “personal and advertising injury”, involved the rendering of, or the failure to render, any professional 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 issued 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 Declarations. 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 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. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 6 of 23 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 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 of 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 employment 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 professional health care personnel to others, or if coverage for providing professional health care services is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 7 of 23 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’s” job responsibilities assigned by you, includes the direct supervision of other “employees” of yours. However, none of these “employees” are insureds for “bodily injury” or “personal and 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 intoxication 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. Representations: 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, sickness 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 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 8 of 23 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. Transfer 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 agreement. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 9 of 23 AC 85 43 06 18 © 2018 Liberty Mutual Insurance Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: COMMERCIAL AUTO AC 85 43 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA 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. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 2 EXTRA EXPENSE – BROADENED COVERAGE 10 GLASS REPAIR – WAIVER OF DEDUCTIBLE 16 HIRED AUTO COVERAGE TERRITORY 22 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 6 LOAN / LEASE GAP (Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE – ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE – VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON–CONTRIBUTORY – WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 21 SECTION II – LIABILITY COVERAGE is amended as follows: 1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: BAA57826057 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 10 of 23 Page 2 of 9 © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specifically to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply 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": e. 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 endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee’s" name, with your permission, while performing duties related 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": g. 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, written 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 written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 4. SUPPLEMENTARY PAYMENTS SECTION II – LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (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 earnings up to $500 a day because of time off from work. 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 11 of 23 AC 85 43 06 18 © 2018 Liberty Mutual Insurance Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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 if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. 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 b. Your "employee" hires or rents under a written contract or agreement in that "employee’s" 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" or any member of your "employee’s" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 12 of 23 Page 4 of 9 © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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 disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) 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 Extensions, Transportation Expenses of SECTION III – PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 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 requires the rental of a comparable or lesser 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". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available 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. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11.B. 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 13 of 23 AC 85 43 06 18 © 2018 Liberty Mutual Insurance Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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 following: 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 reimbursem ent by manufacturer’s warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. PHYSICAL DAMAGE DEDUCTIBLE – VEHICLE TRACKING SYSTEM SECTION III – PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III – PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclusions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 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: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". 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. 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 14 of 23 Page 6 of 9 © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 15. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) 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 abnormal 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. B. 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 – DEFINITIONS 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. 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 15 of 23 AC 85 43 06 18 © 2018 Liberty Mutual Insurance Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 16. 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. 17. 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. 18. 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: 19. 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. 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 16 of 23 Page 8 of 9 © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 20. 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. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insured's" name and address; and (c) The names and addresses of any injured persons and witnesses. 21. 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 in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 22. 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’s" 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. 23. PRIMARY AND NON–CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT The following is added to SECTION IV – BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 17 of 23 AC 85 43 06 18 © 2018 Liberty Mutual Insurance Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. SECTION V – DEFINITIONS is amended as follows: 24. BODILY INJURY REDEFINED Under SECTION V – DEFINITIONS, 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. 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 18 of 23 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "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. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers BKS57826057 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 19 of 23 Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 C. 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: 1. Required by the contract or agreement; or 2. 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 Declarations. 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 20 of 23 30 City of Cupertino 10300 Torre Ave Cupertino, CA 95014 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 21 of 23 195202of57826057003958290Ohio Security Insurance Company XWS (21)57826057 19291 Z 03/01/2020 03/01/2021 03/01/2020 03/01/2021 MANAGEMENT PARTNERS INC.WORRALL,JOSEPH CA Any person or organization for whom the named insured has agreed by written contract to furnish this waiver. For all California operations. Coverage Is Provided In: 9450 Seward Road,Fairfield,Ohio 45014 NCCI Co.No. Endorsement To report a claim,call your Agent or 1-800-366-6446 WC 99 06 50 A Page 1 of 2 POLICY NUMBER Policy Period: From:To Endorsement Period: From:To 12:01 am Standard Time at Insured’s Mailing Address Named Insured Agent DESCRIPTION OF CHANGE(S)STATE: 58464752 | 57826057 | 20-21 GL AU UMB WC OT | Kay Beattie | 11/5/2020 3:53:25 PM (PST) | Page 22 of 23 197202of57826057003958290250.00 See form WC990650A 0029 03/01/2020 XWS (21)57 82 60 57 MANAGEMENT PARTNERS INC. Ohio Security Insurance Company 19291 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 79 (Ed.01-13) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA WC 99 06 79 (Ed.01-13) Professional Consulting Svcs Agreement for Management Partners Final Audit Report 2020-11-19 Created:2020-11-12 By:Mariela Vargas (marielar@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAV9XEnsvCBnjQ5Q6PJJGyfrR0XuzY1NN2 "Professional Consulting Svcs Agreement for Management Part ners" History Document created by Mariela Vargas (marielar@cupertino.org) 2020-11-12 - 10:29:26 PM GMT- IP address: 47.7.62.217 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-11-12 - 10:32:13 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-11-12 - 11:01:58 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Jerry Newfarmer (jnewfarmer@managementpartners.com) for signature 2020-11-12 - 11:02:00 PM GMT Email viewed by Jerry Newfarmer (jnewfarmer@managementpartners.com) 2020-11-16 - 4:19:20 PM GMT- IP address: 74.128.145.141 Document e-signed by Jerry Newfarmer (jnewfarmer@managementpartners.com) Signature Date: 2020-11-16 - 4:25:22 PM GMT - Time Source: server- IP address: 74.128.145.141 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-11-16 - 4:25:24 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-11-19 - 6:37:47 PM GMT- IP address: 104.143.195.100 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-11-19 - 6:38:18 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2020-11-19 - 6:38:20 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2020-11-19 - 6:52:41 PM GMT- IP address: 198.135.177.41 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2020-11-19 - 6:53:27 PM GMT - Time Source: server- IP address: 198.135.177.41 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-11-19 - 6:53:28 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-11-19 - 7:19:02 PM GMT- IP address: 174.194.205.151 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-11-19 - 7:19:16 PM GMT - Time Source: server- IP address: 174.194.205.151 Agreement completed. 2020-11-19 - 7:19:16 PM GMT