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20-023 Second AmendmentSECOND AMENDMENT TO AGREEMENT 20-023 BETWEEN THE CITY OF CUPERTINO AND SDI PRESENCE LLC FOR IT STRATEGIC PLANNING SERVICES This Second Amendment (the “Amendment”) is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City"), and SDI Presence LLC, a Delaware Limited Liability Company, whose address is 200 E. Randolph Street, Suite 3550, Chicago, IL 60601 (“Contractor”). The Amendment is dated 12/01/2020 for reference. RECITALS: A. On 2/5/2020, Agreement 20-023 (“Original Agreement”) was entered into by and between City and Contractor for IT Strategic Planning. B. On 4/23/2020, City and Contractor entered into a First amendment to the Original Agreement. C. Together, the Original Agreement and the First Amendment are hereafter referred to as the “Agreement.” D. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. PERFORMANCE. Paragraph 3.1 of the Agreement is modified to read as follows: "This Agreement begins on the effective date and ends on 12/31/2021 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on 2/5/2020 and shall be completed by 12/31/2021. 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." 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. 3. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONTRACTOR By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk CFO Dec 3, 2020 Heather M. Minner Dec 3, 2020 CTO Dec 3, 2020 EXPENDITURE DISTRIBUTION PO #2020-412 610-30-300 700-702 Original $50,000 Amendment #1: 0 Amendment #2: 0 Total: $50,000 Exh. D-Insurance Requirements for Design Professionals & Consultants 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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 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. 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PLEASE READ IT CAREFULLY. CG 20 37 12 19 © Insurance Services Office, Inc.,2018 Page 1 of 2 ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Location Building 1 1 AS REQUIRED BY WRITTEN CONTRACT, PERMIT OR AGREEMENT 711-01-58-83-0003 E-INSURED Page 2 of 2 © Insurance Services Office, Inc.,2018 CG 20 37 12 19 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" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". 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 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 12 19 © Insurance Services Office, Inc.,2018 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 Location Building 1 1 AS REQUIRED BY WRITTEN CONTRACT, PERMIT OR AGREEMENT 711-01-58-83-0003 E-INSURED Page 2 of 2 © Insurance Services Office, Inc.,2018 CG 20 10 12 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. 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Copyright 2017, Policy Number: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLE ASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Section I Coverages 1. Expected or Intended Injury (Property Damage) 2. Non-Owned Aircraft and Watercraft Under 55 Feet 3. Broadened Property Damage Rented Premises, Borrowed Equipment and Use of Elevators 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses b. Electronic Chatrooms or Bulletin Boards 5. Medical Payments Increased Limits and Time Period 6. Product Recall Expense Coverage 7. Supplementary Payments Cost of Bail Bonds and Loss of Earnings B. Section II Who is an Insured 1. Broadened Named Insured 2. Additional Insured Broad Form Vendor 3. Additional Insured Written Contract, Agreement, Permit or Authorization 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5. User of Covered Watercraft 6. Newly Acquired or Formed Organizations C. Section III Limits of Insurance Aggregate Limit Per Location D. Section IV Commercial General Liability Conditions 1. Duties in Event of Occurrence, Offense, Claim or Suit 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V Definitions 1. Bodily Injury Includes Mental Anguish 2. Coverage Territory Worldwide 3. Mobile Equipment Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight A. Section I Coverages 1. Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I Coverages Coverage A Bodily Injury and Property Damage Liability: This exclusion does not apply to property damage resulting from the use of reasonable force to protect persons or property. 2. Non-Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I Coverages Coverage A Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a) of Section I Coverages Coverage A Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and OneBeacon Insurance Group LLC 711-01-58-83-0003 E-INSURED VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 Copyright 2017, c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I Coverages Coverage A Bodily Injury and Property Damage Liability: Paragraph (1) of this exclusion does not apply to rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to property damage to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to property damage arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section III Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I Coverages Coverage B Personal and Advertising Injury Liability: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I Coverages Coverage B Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1.Insuring Agreement of Section I Coverage C Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and OneBeacon Insurance Group LLC VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017, b. The following is added to Paragraph 7. of Section III Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay product recall expense incurred by you or on your behalf for a covered recall to which this insurance applies. This insurance applies to product recall expense for a covered recall that takes place in the coverage territory and during the policy period. The amount we will pay for product recall expense is limited as described in Section III Limits Of Insurance. We will only pay the amount of product recall expense in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each covered recall that is initiated. b. The following is added to Section III Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all product recall expense incurred for all covered recalls initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all product recall expenses arising out of any one covered recall for the same defect or deficiency. c. The following is added Section IV Commercial General Liability Conditions: Duties In The Event Of Covered Recall 1. You must report a covered recall to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. ake a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated covered recall that may result in product recall expense : (a) Give us notice of any discovery or notification that your product must be withdrawn or recalled, including a description of your product and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in product recall expense ; (c) As often as may be reasonably required, permit us to: (1) Inspect your product and take damaged and undamaged samples of your products for inspection, testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and OneBeacon Insurance Group LLC VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 Copyright 2017, (e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this the examination must be signed. d. The following are added to Section V Definitions: Covered recall means a recall of your product made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in your product has resulted in, or will result in, bodily injury or property damage . Product recall expense : a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling your product : (1) Expenses for communications, including broadcast announcements or printed advertisements and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried employees ; (4) Expenses for hiring temporary workers ; (5) Expenses incurred by employees , including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of your product if the disposal is necessary to avoid bodily injury or property damage and is other than regularly used to discard, trash or dispose of your product . b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of your product that was recalled with like products or substitutes; (e) (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of your products that have no known or suspected defect solely because a known or suspected defect in another of your products has been found. 7. Supplementary Payments Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments Coverages A and B in Section I Coverages: b. Up to $2,500 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. 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 $250 a day because of time off from work. OneBeacon Insurance Group LLC VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Copyright 2017, B. Section II Who is an Insured 1. Broadened Named Insured Section II Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured Broad Form Vendor a. Section II Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor ) with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to bodily injury or property damage arising out of your products that are distr But none of these vendors are an additional insured: (1) If the products-completed operations hazard is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) odily injury or property damage for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless that the vendor would have otherwise been liable for such bodily injury or property damage in the absence of that contract or agreement; or (4) odily injury or property damage caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (d) Any failure to make 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; (e) Operations to demonstrate, install, service or repair, except those operations performed at nnection with the sale of the product; (f) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation performed (iii) An inspection, adjustment, test or servicing 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. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. OneBeacon Insurance Group LLC VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 Copyright 2017, c. The following is added to Section III Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an 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 provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured Written Contract, Agreement, Permit or Authorization a. Section II Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) operation or use of equipment leased to you by such person or organization; or (3) premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the bodily injury , property damage or personal and advertising injury occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The bodily injury , property damage or personal and advertising injury arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. ((ee))odily 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: (i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) 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; or OneBeacon Insurance Group LLC VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 Copyright 2017, (f) "Bodily injury" or "property damage" occurring after: (i) 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 (ii) 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. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II Who Is An Insured: But an employee or volunteer worker employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured ho is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a.Section II Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. Bodily injury to tha employee ; or b. Property damage to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. OneBeacon Insurance Group LLC VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 Copyright 2017, b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III Limits of Insurance Aggregate Limit Per Location The following is added to Paragraph 2. of Section III Limits Of Insurance: The General Aggregate Limit applies separately to each of yours. As used in this provision, ocation means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D. Section IV Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV Commercial General Liability Conditions: The requirements that you must notify us of an occurrence , offense, claim or suit , or send us documents concerning a claim or suit , apply only if the occurrence , offense, claim or suit is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an occurrence or an offense that may result in a claim does not apply if you report the occurrence or offense compensation insurer and that occurrence or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an occurrence or offense is 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or your work included within the products-completed operations hazard if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the bodily injury or property damage occurs and requires you to waive your rights of recovery. E. Section V Definitions 1. Bodily Injury Includes Mental Anguish The following is added to Paragraph 3. of Section V Definitions: Bodily injury includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory Worldwide The following replaces Paragraph 4. of Section V Definitions: 4.Coverage territory means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But OneBeacon Insurance Group LLC VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Copyright 2017, responsibility to pay damages must be determined in a settlement we agree to or in a suit on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be . OneBeacon Insurance Group LLC VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, Policy Number: COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. AA.. Drive Other Car Coverage Executive Officers and Certain Individuals BB.. Section II Covered Autos Liability Coverage 1. Additional Insured Written Contract, Agreement, Permit or Authorization 2. Broadened Named Insured 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations 5. Supplementary Payments Bail Bonds and Loss of Earnings CC.. Section III Physical Damage Coverage 1. Hired Auto Physical Damage Coverage 2. Towing Any Covered Autos 3. Transportation Expenses Increased 4. Loss of Use Expenses Increased 5. Other Coverage Extensions a. Airbag Discharge b. Auto Theft Reward c. Loan/Lease Gap Coverage d. Rental Reimbursement 6. Diminution in Value 7. Communications Equipment 8. Deductible Waived For Glass Repair DD.. Section IV Business Auto Conditions 1. Duties in Event of Accident, Claim, Suit or Loss 2. Waiver of Subrogation When Required by Written Contract or Agreement EE.. Section V Definitions 1. Bodily Injury Includes Mental Anguish 2. Executive Officer AA.. Drive Other Car Coverage Executive Officers and Certain Individuals 1. The following is added to Section I Covered Autos: Drive Other Car Coverage a. 2. below, which you do not own, hire, lease or (1) 2. below, or any member of their household, (2) 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an 2. below, and their family members residing in the same (1) Occupying as a passenger; or (2) A pedestrian when struck by; in Paragraph 2. other policy. OneBeacon Insurance Group LLC 711-01-58-83-0003 E-INSURED VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2018, 2. With respect to Drive Other Car Coverage only, Paragraph A.1. Who is an Insured of Section II Liability Coverage is amend If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the largest 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV Business Auto Conditions, Drive Other Car Coverage is primary. BB.. Section II Covered Autos Liability Coverage 1. Additional Insured Written Contract, Agreement, Permit or Authorization Paragraph A.1. Who is an Insured of Section II Covered Autos Liability Coverage is amended to rganization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this or But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been b. including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor 2. Broadened Named Insured Paragraph A.1. Who is an Insured of Section II Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.1. Who is an Insured of Section II Covered Autos Liability Coverage is amended (1) you do not own, hire or borrow in your business or your personal affairs. (2) with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV Business Auto Conditions: ired or rented without a driver your permission, while performing duties related to the conduct of your business is also OneBeacon Insurance Group LLC VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II Covered Autos Liability Coverage is amended to p or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) occurred before you acquired or formed the organization. 5. Supplementary Payments Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law 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. CC.. Section III Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. Section II Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any , for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) T (a) (b) (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) T (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing Any Covered Autos The following replaces Paragraph A.2. Towing of Section III Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a.Transportation Expenses of Section III Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b.Loss Of Use Expenses of Section III Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III Physical Damage Coverage: OneBeacon Insurance Group LLC VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 Copyright 2018, a. Airbag Discharge W he and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to we will not pay a reward to you, any family members or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a -term loan or lease that requires, in writing, that the lender or loan or lease (1) (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement But: (1) We will only pay expenses incurred during the policy period at the time of (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) (4) not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion B.6. of Section III Physical Damage Coverage: type used in t lesser of: a.; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B.Exclusions of Section III Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other use as a: a. b. Two-way mobile radio or telephone; OneBeacon Insurance Group LLC VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to to such communications equipment. But the most we will pay for all such 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. DD.. Section IV Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2.Duties in the Event of Accident, Claim, Suit or Loss of Section IV Business Auto Conditions: concerning a (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) (4) A manager, if you are a limited liability company. provided by this policy. But u must comply with all parts of Paragraph A.2.Duties in the Event of Accident, Claim, Suit or Loss of Section IV Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make ip, maintenance or use of a covered contract EE.. Section V Definitions 1. Bodily Injury Includes Mental Anguish The following is added to Paragraph C. of Section V Definitions: person at any time. 2. Executive Officer The following is added to Section V Definitions: constitution, bylaws or any other similar governing document. OneBeacon Insurance Group LLC WC 252 (04 84)Copyright 1984, WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attached clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on at 12:01 A.M. standard time, forms a part of (DATE) Policy No. Endorsement No. of the (NAME OF INSURANCE COMPANY) issued to Premium (if any) $ We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Authorized Representative OneBeacon Insurance Group LLC Atlantic Specialty Insurance Company SDI PRESENCE LLC June 01, 2020 406-04-45-94-0003 2.00 ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED E-INSURED Second Amendment dated December 1, 2020 Final Audit Report 2020-12-03 Created:2020-12-03 By:Marilyn Monreal (Marilynm@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA9uW_rlyAyC93XHUNRP1qRqIfUK70ktu5 "Second Amendment dated December 1, 2020" History Document created by Marilyn Monreal (Marilynm@cupertino.org) 2020-12-03 - 1:06:37 AM GMT- IP address: 73.93.41.158 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-12-03 - 1:09:49 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-12-03 - 1:53:43 AM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Sharee Wolff (swolff@sdipresence.com) for signature 2020-12-03 - 1:53:45 AM GMT Email viewed by Sharee Wolff (swolff@sdipresence.com) 2020-12-03 - 1:27:53 PM GMT- IP address: 108.247.254.218 Document e-signed by Sharee Wolff (swolff@sdipresence.com) Signature Date: 2020-12-03 - 1:28:58 PM GMT - Time Source: server- IP address: 108.247.254.218 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-12-03 - 1:29:01 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-12-03 - 7:42:10 PM GMT- IP address: 104.143.198.113 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-12-03 - 7:42:44 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2020-12-03 - 7:42:46 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2020-12-03 - 7:43:11 PM GMT- IP address: 104.47.74.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2020-12-03 - 7:43:33 PM GMT - Time Source: server- IP address: 73.63.186.99 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-12-03 - 7:43:35 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-12-03 - 7:58:24 PM GMT- IP address: 104.47.44.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-12-03 - 7:58:40 PM GMT - Time Source: server- IP address: 148.64.105.190 Agreement completed. 2020-12-03 - 7:58:40 PM GMT