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22-037 Safe Routes to School app Page 1 of 9 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND TRAFFIC PATTERNS, LLC. FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the City of Cupertino, a California municipal corporation ("City"), and Traffic Patterns, LLC. an S Corporation whose address is 169 Front Street, Suite 203, Danville, CA 94526 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City Safe Routes to School app development relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is one year, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’s appropriate department head or the City Manager may extend the Term 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. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary or use of the Services, in hard copy Page 2 of 9 form or online (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. C. Registration. Prior to using the Services, City shall identify the administrative users for its account (“Administrators”). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other Page 3 of 9 interest in or to the Services, the Software, or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy, or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). Page 4 of 9 P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed twelve thousand ($12,000.00) dollars. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount School Depot Stations 2,000.00 Mobile App Push Notification Tool 2,000.00 Car Pool Community Board 2,000.00 Mobile App Turn-by-Turn Notice and Voice Prompts 2,000.00 Contract Execution 2,000.00 Mobile App Acceptance 2,000.00 - 12,000.00 City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written co nsent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that Page 5 of 9 the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of thi s provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software provider agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees, and volunteers from and against any and all liability, claims, actions, causes of action, or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or Page 6 of 9 subcontractors, except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other costs and fees of litigation. Provider 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. The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all services required under this Agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal Page 7 of 9 year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Bill Mitchell TO SOFTWARE PROVIDER: Traffic Patterns, LLC. 169 Front Street, Suite 203 Danville, CA 94526 Attention: Jaime Rodriguez 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and in addition to any other remedy available to the City by law, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the Page 8 of 9 subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the SLA. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification Page 9 of 9 of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Service Level Agreement, Exhibit, associated instrument, or agreement executed by the Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ Christopher D. Jensen City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER Traffic Patterns, LLC. By ___________________ Title ___________________ Date __________________ Jaime O. Rodriguez Principal Mar 25, 2022 Christopher D. Jensen IT Manager - Applications Mar 28, 2022 Mar 28, 2022 Traffic Patterns  169 Front Street, Suite 203  Danville, CA 94526    (408) 916‐8141    www.trafficpatterns.net  February 22, 2022  Cheri Walkowiak  City of Cupertino  10300 Torre Avenue  Cupertino, CA  95014  Proposal:  SchoolRoutes.org App Participation with City of Cupertino  Thank you for your patience while we on‐boarded our new SchoolRoutes.org programmer.   We’ve lined up major upgrades to the SchoolRoutes.org platform pending continued support from the  City of Cupertino.  We are proposing the following features for Cupertino with the following development schedule:  School Depot Stations:  Drop Pin feature on the map for parents/students to coordinate Walking School Bus and Bike Train programs. Mobile App Push Notification Tool:  Will allow City or School Administrators to push messages to app users through Customer Admin Portal. Car Pool Community Board:  Similar to drop pin feature for School Depot Stations, residents will be able to drop pins to promote neighborhood connections to help find potential Car Pool users. Mobile App Turn‐by‐Turn Notice and Voice Prompts:  New apps will include turn‐by‐turn directions on walking and biking routes for each school. Proposed schedule would be for all new features to work on SchoolRoutes.org Web Portal by April 2022.   Mobile app development with new features will occur by end of June 2022, this will ensure app features  work properly.  As part of Cupertino participating in the program each of the City’s 14 school Walk n Roll Maps would be  included in app launch along with the 1st year service.  If the City chooses to participation payment will  only be required upon successful completion and launch of the app.  No. Description Unit Cost Extension  1 Cupertino SchoolRoutes.org  $12,000.00 $12,000.00  We’d request City participation in platform and app feature development to ensure development aligns  with City expectations.  If you have any questions, please feel free to contact me at (408) 916‐8141.  Sincerely,  Jaime O. Rodriguez  Principal  Exhibit A - SLA Contract No. ________    Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: 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 Commercial General Liability and Cyber 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 Software Provider’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. 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. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: 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 Software Provider’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 10 (04/13). Contract No. ________    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 Agreement. 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. 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. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Contract No. ________    4. SUBCONTRACTORS Software Provider 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. 5. HIGHER INSURANCE LIMITS If Software Provider 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 Software Provider. 6. ADEQUACY OF COVERAGE City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice.   ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/16/2022 License # 0E67768 (925) 249-7958 (925) 416-7869 13056 Traffic Patterns, LLC 169 Front St Suite 203 Danville, CA 94526 34690 25674 A 2,000,000 PSB0007571 3/19/2022 3/19/2023 1,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A PSA0002518 3/19/2022 3/19/2023 1,000,000A PSE0004521 3/19/2022 3/19/2023 1,000,000 B 57WEGAG3PAE 3/19/2022 3/19/2023 1,000,000 1,000,000 1,000,000 C Professional Liab 107601294 3/19/2022 Per Claim 2,000,000 C Professional Liab 107601294 3/19/2022 3/19/2023 Aggregate 2,000,000 The City of Cupertino is additional insured on Commercial General Liability and Auto Liability, as required by written contract. Waiver of Subrogation and Primary and Non-Contributory Provision included on Commercial General Liability and Auto Liability policy, as required by written contract. Workers Compensation Waiver of Subrogation applies. City of Cupertino 10300 Torre Ave, Cupertino, CA 95014 TRAFPAT-01 MERCADOS IOA Insurance Services 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 Andrea Michael Andrea.Michael@ioausa.com RLI Insurance Company Property & Casualty Insurance Company of Hartford Travelers Property Casualty Company of America X 3/19/2023 X X X X X X Policy Number:RLI Insurance Company Named Insured: PPB 304 02 12 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack®FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a.In the performance of your ongoing operations; b.In connection with premises owned by or rented to you; or c.In connection with “your work” and included within the “product-completed operations hazard”. 2.The insurance provided to the additional insured by this endorsement is limited as follows: a.This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b.This insurance does not apply to the rendering of or failure to render any "professional services". c.This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3.The following is added to SECTION III H.2. Other Insurance – COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II – LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a.The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b.The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4.The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us – COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II – LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSB0007571 Traffic Patterns, LLC Policy Number: RLI Insurance Company Named Insured: PPA 300 03 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair – Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage – Loss Of Use L. Hired Car – Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition – Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition – Railroad Easement Q. Coverage Extensions – Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PSA0002518 Traffic Patterns, LLC C. Blanket Additional Insured D. Blanket Waiver Of Subrogation PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE,Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE,Para- graph A.1. Who Is An Insured Provision: Any “employee” of yours is an “insured” while using a covered “auto” you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE,Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the “bodily injury” or “property damage” occurs is an “insured” for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an “insured” under the Who Is An Insured provision contained in SECTION II – COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured’s own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the “bodily injury” or “property damage” occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV – BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any “accident” or “loss”, provided that the “accident” or “loss” arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An “employee” of yours is an “insured” while operating an “auto” hired or rented under a contract or agreement in that “employee's” name, with your permission, while performing duties related to the conduct of your business. 2.Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered “autos” you own: (1) Any covered “auto” you lease, hire, rent or borrow; and (2) Any covered “auto” hired or rented by your “employee” under a contract in that individual “employee's” name, with your permission, while performing duties related to the conduct of your business. However, any “auto” that is leased, hired, rented or borrowed with a driver is not a covered “auto”. F. Fellow Employee Coverage SECTION II – COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III –PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total “loss” to a covered “auto” shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered “auto”, less: 1.The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2.Any: a.Overdue lease/loan payments at the time of the “loss”; C. Blanket Additional Insured D. Blanket Waiver Of Subrogation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:02/07/22 Policy Expiration Date:03/19/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEG AG3PAE Endorsement Number: Effective Date:03/19/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Traffic Patterns, LLC 169 FRONT ST STE 203 DANVILLE CA 94526 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 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us LTR-4035 Ed. 06-09 © 2009 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 PO Box 2950 Hartford, CT 06104-2950 March 17, 2022 TRAFFIC PATTERNS, LLC 169 FRONT ST STE 203 DANVILLE, CA 94526-3321 Re: Important Information about Claims Information Line Dear TRAFFIC PATTERNS, LLC Travelers Bond & Specialty Insurance is pleased to announce its 1-800-842-8496 Claims Information Line. This line is designed to provide insureds with an additional resource on how to report claims or those circumstances or events which may become claims. Policyholders will be able to obtain assistance on the following topics from the Claims Information Line: • The information that needs to be included with the claim notice • The address, electronic mail address and/or facsimile number to which the policyholder can send claims related information • Get questions on the claim process answered The Declarations Page of your policy sets forth where you should report claims and claims related information. You should also review the policy's reporting requirements to be aware of how much time you have to report a claim to Travelers. The sooner Travelers is notified, the sooner we can become involved in the process and offer assistance to our policyholder. A delay in reporting may result in all or part of a matter to fall outside of the coverage provided. The Claims Information Line should streamline the claim reporting process and allow policyholders to ask questions on what information is needed as well as other questions which will assist them in working with Travelers. While the Claims Information Line provides policyholders a valuable resource by answering questions and providing information, the line does not replace the reporting requirements contained in the Policy. We hope this improvement to customer service is something our policyholders will find helps them understand the claim process and provides them a resource for reporting. Thank you for choosing Travelers for your professional liability insurance needs. Travelers is proud to be a market leader in providing professional liability coverage for Design Professionals. As our insured, Travelers provides you with innovative value-added risk management resources and services at no additional cost to help you protect your business. Risk Management Resources Sealed and Delivered Newsletter Our risk management newsletter, delivered electronically via email in April, July, and November, includes articles authored by Travelers’ claim specialists and independent defense attorneys – people who work with claims related to your profession every day. Newsletter sections and articles include risk management tips, news from the industry, claim trends, information to help you better understand your policy, and Ask Homer where you can submit a question to be answered or suggest a topic for an upcoming newsletter. Just email us at AskHomer@Travelers.com Professional Liability Contract Review Travelers claim specialists can supplement an insured’s internal and legal review with a review of an insured’s agreement for professional service and respond within one business day with comments for the purpose of helping insureds identify issues such as indemnities, standard of care, warranties, and certification language that may fall outside the scope of professional liability coverage. Review and commentary may also address select risk intensive issues based on Travelers claims experience. This service should be an addition to an initial internal review using Travelers Suggestions for Reviewing Contracts and Guide to Professional Service Agreements and Sample Contract. Travelers comments regarding professional liability exposures along with appropriate in-house review for business issues such as payment, termination, and scope and delivery of professional services, and legal review to address specific legal and jurisdictional issues are important first steps in identifying and managing risk. To have Travelers review and comment on the professional liability issues in your contract, you can have your broker forward it to us, send it to your claims specialist or email us at DesignRM@Travelers.com Presentations and Podcasts Annual Webinars Series Travelers provides webinars that are open to all insureds each spring and fall utilizing defense attorneys and industry leaders to discuss a wide range of topics including those that are historical sources of professional liability risk as well as emerging trends and issues. Firm Specific Presentations •In House Seminars: For qualified firms , Travelers’ claims specialist can, upon request, facilitate an in house presentation. •Firm Specific Webinars: For qualified firms, Travelers’ claims specialist can, upon request, facilitate a webinar. Web-based Risk Management Resources Visit Travelers online home for risk management resources at travelers.com/risk-control. First time logging in? Register and select Risk Control Portal. To begin registration, select Professional Liability Policy and be sure to have your Travelers Professional Liability policy number handy. Once registered, from Risk Control Portal: Select > Library > Liability > Professional Liability > “Take advantage of our risk management tools and resources for professionals.” You can mark this page as a Risk Control Favorite •Contract Review Resources Contract are an important risk management tool Travelers Guide to Professional Service Agreements and Sample Contract, Guide to Design-Build Projects: The Professional Service Agreement and our Suggestions for Reviewing a Contract provides information on how to identify problematic contract clauses that may fall outside the scope of professional liability coverage or are risk intensive issues based on Travelers’ claims experience. These tools also offer sample language that insureds can use as a guide to respond appropriately. Risk Management Resources for Design Professional Liability Annual Podcast Series Travelers provides podcasts that are open to all insureds utilizing, claim professionals, defense attorneys and industry leaders to discuss a wide range of topics including sources of professional liability, emerging trends and issues and practice tips that can help identify and manage risk. Pre-Claim Assistance for Potential Claims The goal of risk management is to prevent or minimize the chances of claim. But if there are indications of a potential claim which may include a written or verbal accusations to make a claim, a realization that there may be some basis for professional negligence, or a claim filed against your client in connection with professional services you provided, pre-claim assistance is valuable. A potential claim is any conduct or circumstance that might reasonably be expected to be the basis of a claim, such as: •A written or verbal threat to make a claim •A subpoena for documents or testimony •Your awareness of an actual or alleged error, even though no claim has been made •When you feel sufficiently worried about a project that you believe a claim may result You should report a potential claim to Travelers as soon as possible. At Travelers’ discretion, we will provide pre-claim assistance. This is a free service that covers expenses incurred in the investigation of a potential claim and is not subject to a deductible. It may help prevent a potential claim from becoming a claim. It may also facilitate claim repair, mitigate claim exposures and help you to avoid the adverse publicity associated with litigating a claim. Just call us at 1.800.842.8496. Who and How? Risk management services are coordinated by Travelers’ claims professionals, a regional network of professionals who understand the professional liability claim exposures and risk management needs of design professionals. For additional information on how to access Travelers’ risk management resources and service, please contact the specialist for your region or your broker. •Library of Advisory Bulletins Authored by defense counsel and claims specialist, this library provides information on a host of topics related to professional liability exposures and often will go into greater detail on topics covered in our newsletter Sealed and Delivered. •Webinars Recordings Recording from our webinar series will give those that may not have been able to join the live webinar, as well those that may want to refresh their knowledge, information on various topics and relevant issues. travelers.com Travelers Casualty and Surety Company of America and its property casualty affiliates. One Tower Square, Hartford, CT 06183 This material does not amend, or otherwise affect, the provisions or coverages of any insurance policy or bond issued by Travelers. It is not a representation that coverage does or does not exist for any particular claim or loss under any such policy or bond. Coverage depends on the facts and circumstances involved in the claim or loss, all applicable policy or bond provisions, and any applicable law. Availability of coverage referenced in this document can depend on underwriting qualifications and state regulations. © 2021 The Travelers Indemnity Company. All rights reserved. Travelers and the Travelers Umbrella logo are registered trademarks of The Travelers Indemnity Company in the U.S. and other countries. 55194 Rev. 12-21 •Library of Claim Studies Based on Travelers’ claims experience, this library provides examples of claims typically made against design professionals along with lessons learned and potential ways those risk possibly could have been avoided or mitigated. •Podcast Recordings Recording from our podcast series provides an opportunity to listen to all of the podcasts one at a time and provides those that may want to refresh their knowledge and understanding on relevant issues. NTC-19036 Rev. 01-19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 This notice provides no coverage, nor does it change any policy terms. To determine the scope of coverage and the insured’s rights and duties under the policy, read the entire policy carefully. For more information about the content of this notice, the insured should contact their agent or broker. If there is any conflict between the policy and this notice, the terms of the policy prevail. Independent Agent And Broker Compensation Notice For information on how Travelers compensates independent agents, brokers, or other insurance producers, please visit this website: www.travelers.com/w3c/legal/Producer_Compensation_Disclosure.html. Or write or call: Travelers, Agency Compensation P.O. Box 2950 Hartford, Connecticut 06104-2950 (866) 904.8348 DPL-1000 Ed.11-08 Printed in U.S.A.Page 1 of 3 DESIGN PROFESSIONALS LIABILITY COVERAGE DECLARATIONS POLICY NO. Important note:This is a claims-made policy.To be covered,a claim must be first made against an insured during the policy period or any applicable extended reporting period. This policy is composed of the Declarations,the Professional Liability Coverage,the Professional Liability Terms and Conditions,and any endorsements attached thereto. ITEM 1 NAMED INSURED: Principal Address: ITEM 2 POLICY PERIOD: Inception Date:Expiration Date: 12:01 A.M. standard time both dates at the Principal Address stated in ITEM 1. ITEM 3 ALL NOTICES PURSUANT TO THE POLICY MUST BE SENT TO THE COMPANY BY EMAIL, FACSIMILE,OR MAIL AS SET FORTH BELOW: 107601294 TRAFFIC PATTERNS, LLC 169 FRONT ST STE 203 DANVILLE, CA 94526-3321 March 19, 2022 March 19, 2023 Travelers Casualty and Surety Company of America The limit of liability available to pay settlements or judgments will be reduced by defense expenses. The deductible applies to defense expenses. ReservedRightsAllInc.Companies,TravelersThe©2008 DBA: Email:BSIclaims@travelers.com Fax:1-888-460-6622 Mail:Travelers Bond & Specialty Insurance Claim P.O. Box 2989 Hartford, CT 06104-2989 Overnight Mail:Travelers Bond & Specialty Insurance Claim One Tower Square, S202A Hartford, CT 06183 For questions related to claim reporting or handling, please call 1-800-842-8496. Hartford, Connecticut (A Stock Insurance Company, herein called the Company) DPL-1000 Ed.11-08 Printed in U.S.A.Page 2 of 3 ITEM 5 PROFESSIONAL LIABILITY COVERAGE LIMITS Professional Services and Network and Information Security Offenses Coverage Limits:for each Claim; not to exceed for all Claims Deductible:each Claim all Claims Retroactive Date: Knowledge Date: ITEM 6 ADDITIONAL BENEFITS LIMITS: Crisis Event Expenses Limits:$10,000 for each Crisis Event $30,000 for all Crisis Events Disciplinary or Regulatory Proceeding Expenses Limits:$25,000 for each Disciplinary or Regulatory Proceeding $50,000 for all Disciplinary or Regulatory Proceedings ITEM 7 PREMIUM FOR THE POLICY PERIOD: Policy Premium ITEM 8 OPTIONAL EXTENDED REPORTING PERIODS: Additional Premium Percentage:Additional Months: $2,000,000 $2,000,000 $0 $ N/A March 19, 2022 $5,199.00 125% 185% 200% 240% 12 24 36 60 ReservedRightsAllInc.Companies,TravelersThe©2008 ITEM 4 COVERAGE INCLUDED AS OF THE INCEPTION DATE IN ITEM 2: Design Professionals Liability Coverage DPL-1000 Ed.11-08 Printed in U.S.A.Page 3 of 3 ITEM 9 FORMS AND ENDORSEMENTS ATTACHED AT ISSUANCE: The Declarations,the Professional Liability Terms and Conditions,the Professional Liability Coverage,and any endorsements attached thereto,constitute the entire agreement between the Company and the Insured. _____________________________ Countersigned By IN WITNESS WHEREOF,the Company has caused this policy to be signed by its authorized officers. Corporate Secretary DPL-1001-1108; DPL-2019-0418; PTC-1001-1108; PTC-19006-0315; PTC-19007-0418; PTC-3004-1214 ReservedRightsAllInc.Companies,TravelersThe©2008 President DPL-1001 Ed.11-08 Printed in U.S.A.Page 1 of 6 ©2008 The Travelers Companies,Inc.All Rights Reserved DESIGN PROFESSIONALS LIABILITY COVERAGE Important Note:This is a claims-made policy.To be covered,a claim must be first made against an Insured during the policy period or any applicable extended reporting period. The limit of liability available to pay settlements or judgments will be reduced by defense expenses.The deductible applies to defense expenses. Please read the policy carefully. CONSIDERATION CLAUSE IN CONSIDERATION of the premium set forth in ITEM 7 of the Declarations,and pursuant to all the terms,exclusions, conditions and limitations of this policy,the Company and the Insured agree as follows: I.INSURING AGREEMENT The Company will pay on behalf of the Insured,Damages and Defense Expenses for any Claim first made during the Policy Period that is caused by a Wrongful Act committed on or after any applicable Retroactive Date set forth in ITEM 5 of the Declarations,provided that no Principal Insured on the Knowledge Date set forth in ITEM 5 of the Declarations had any basis to believe that such Wrongful Act might reasonably be expected to be the basis of a Claim. II.SUPPLEMENTARY PAYMENTS The Company will pay the following with respect to any Claim covered by this policy: A.All expenses incurred by the Company,other than Defense Expenses. B.All reasonable expenses incurred by the Insured at the Company's request to investigate or defend a Claim,provided that the maximum amount available for loss of earnings for time taken off work will not exceed: 1.$500 per Insured Person per day;and 2.$15,000 per Policy Year for all Insured Persons. C.The cost of bonds to release attachments that is within the applicable Professional Liability Coverage Limit,provided that the Company will not be the principal under any such bond and will not have any duty to furnish such bond. D.All costs taxed against the Insured on that part of a judgment the Company pays. E.The cost of any required appeal bond for that part of a judgment that is for Damages to which this policy applies,and that is within the applicable Professional Liability Coverage Limit,provided that: 1.the Company consents to the appeal of such judgment;and 2.the Company will not be the principal under any such bond and will not have any duty to furnish such bond. Payment of amounts under section II.SUPPLEMENTARY PAYMENTS will not be subject to a Deductible and will not reduce the applicable Professional Liability Coverage Limits.If the Professional Services and Network and Information Security Offenses Coverage Limits are exhausted by the payment of amounts covered under this policy,the Company will have no further obligation to make payments under section II. SUPPLEMENTARY PAYMENTS. DPL-1001 Ed.11-08 Printed in U.S.A.Page 2 of 6 ©2008 The Travelers Companies,Inc.All Rights Reserved III.ADDITIONAL BENEFITS The Company will reimburse the Insured for the following: A.Crisis Event Expenses that result from a Crisis Event first occurring and reported to the Company during the Policy Period. B.Disciplinary or Regulatory Proceeding Expenses that result from a Disciplinary or Regulatory Proceeding first initiated and reported to the Company during the Policy Period. IV.DEFINITIONS Wherever appearing in this policy,the following words and phrases appearing in bold type will have the meanings set forth in section IV.DEFINITIONS: A.Automatic Extended Reporting Period means the period of time beginning with the effective date this policy is cancelled or not renewed,and ending: 1.60 days after such cancellation or nonrenewal takes effect;or 2.the date any other policy obtained by the Named Insured that provides similar coverage for Professional Services takes effect, whichever is earlier. B.Claim means: 1.a demand for money or services; 2.a civil proceeding commenced by service of a complaint or similar pleading;or 3. a written request to toll or waive a statute of limitations relating to a potential civil or administrative proceeding, against any Insured for a Wrongful Act. A Claim will be deemed to be made on the earliest date such notice thereof is received by any Principal Insured. C.Crisis Event means any: 1.Wrongful Act; 2.death,departure or debilitating illness of a Principal Insured; 3.potential dissolution of the Named Insured; 4.incident of workplace violence;or 5.other event, that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured’s reputation. D.Crisis Event Expenses means reasonable fees,costs,and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a Crisis Event. E.Damages means money which an Insured is legally obligated to pay as settlements,judgments and compensatory damages;punitive or exemplary damages if insurable under the applicable law most favorable to the insurability of punitive or exemplary damages;or prejudgment interest and postjudgment interest. Damages does not include the following: 1.Civil or criminal fines;sanctions;liquidated damages;payroll or other taxes;penalties;the multiplied portion of any multiplied damage award;equitable or injunctive relief;any return, withdrawal,restitution or reduction of professional fees,profits or other charges;or damages or types of relief deemed uninsurable under applicable law. 2.Defense Expenses. DPL-1001 Ed.11-08 Printed in U.S.A.Page 3 of 6 ©2008 The Travelers Companies,Inc.All Rights Reserved F.Defense Expenses means reasonable and necessary fees,costs and expenses,incurred by the Company,or by the Insured with the Company’s written consent,that result directly from the investigation,defense,settlement or appeal of a specific Claim,provided that Defense Expenses do not include any payments made pursuant to section II.SUPPLEMENTARY PAYMENTS of the Professional Liability Coverage. G.Disciplinary or Regulatory Proceeding means any formal administrative or regulatory proceeding by a disciplinary or regulatory official,board or agency,commenced by filing of a notice of charges,formal investigative order,service of summons or similar document,to investigate charges of professional misconduct in the performance of Professional Services. H.Disciplinary or Regulatory Proceeding Expenses means reasonable and necessary fees,costs and expenses incurred by any Insured to investigate,defend,or appeal any Disciplinary or Regulatory Proceeding. Disciplinary or Regulatory Proceeding Expenses do not include: 1.fines,penalties or sanctions assessed against any Insured;or 2.expenses,salaries,wages,benefits or overhead of,or paid to,any Insured. I.Independent Contractor means any natural person who performs Professional Services under contract with,and at the direction and control of,an Insured,provided that such Professional Services inure to the benefit of the Named Insured. J.Insured means any Insured Person,Named Insured,or Predecessor Firm. K.Insured Person means any natural person who: 1.is the sole owner of,or is or was a partner in,the Named Insured or Predecessor Firm; 2.was or is a member of the board of managers,director,executive officer,or shareholder of the Named Insured or Predecessor Firm; 3.was or is an employee of the Named Insured or Predecessor Firm;or 4.was or is an Independent Contractor, provided that such person is acting within the scope of their duties on behalf of the Named Insured or Predecessor Firm. L.Named Insured means the person or entity set forth in ITEM 1 of the Declarations. M.Network and Information Security Offense means: 1.the failure to prevent the transmission of a computer virus or any other malicious code; 2.the failure to provide any authorized user of the Named Insured's website,or the Named Insured's computer or communications network,with access to such website,or computer or communications network;or 3.failure to prevent unauthorized access to,or use of,data containing private or confidential information of others. N.Optional Extended Reporting Period means the period of time specified in the Optional Extended Reporting Period Endorsement,beginning with the effective date this policy is cancelled or not renewed. O.Personal Injury Offense means any of the following offenses: 1.False arrest,detention or imprisonment. 2.Malicious prosecution. 3.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling,or premises that a person occupies by or on behalf of its owner,landlord,or lessor,provided that the wrongful eviction,wrongful entry,or invasion of the right of private occupancy is performed by or on behalf of the owner,landlord,or lessor of that room,dwelling,or premises. DPL-1001 Ed.11-08 Printed in U.S.A.Page 4 of 6 ©2008 The Travelers Companies,Inc.All Rights Reserved 4.Oral,written,or electronic publication of material that slanders or libels a person or entity or disparages a person's or entity's goods,products,or services,provided that the Claim is made by a person or entity that claims to have been slandered or libeled,or whose goods,products,or services have allegedly been disparaged. 5.Oral,written,or electronic publication of material that appropriates a person's likeness, unreasonably places a person in false light,or gives unreasonable publicity to a person's private life. P.Policy Period means the period from the Inception Date to the Expiration Date set forth in ITEM 2 of the Declarations.In no event will the Policy Period continue past the effective date this policy is cancelled or not renewed. Q.Policy Year means: 1.the period of one year following the Inception Date set forth in ITEM 2 of the Declarations or any anniversary thereof;or 2.the period between the Inception Date set forth in ITEM 2 of the Declarations or any anniversary thereof and the effective date this policy is cancelled or not renewed if such period is less than one year. R.Potential Claim means any conduct or circumstance that might reasonably be expected to be the basis of a Claim. S.Pre-Claim Expenses means reasonable fees,costs and expenses incurred by the Company in the investigation of a specific Potential Claim. T.Predecessor Firm means any design firm that,prior to the Inception Date set forth in Item 2 of the Declarations,is dissolved or inactive and is no longer rendering Professional Services,and more than 50%of such firm’s assets and liabilities have been assigned,acquired or transferred to the Insured. U.Principal Insured means a member of the board of managers,director,executive officer,natural person partner,owner of a sole proprietorship,principal,risk manager or in-house general counsel of the Named Insured. V.Professional Liability Coverage means the coverage part set forth in ITEM 4 of the Declarations. W.Professional Services means only services in any of the following capacities: 1.Architect. 2.Engineer. 3.Land surveyor. 4.Landscape architect. 5.Construction manager. 6.Scientist. 7.Technical consultant. X.Related Wrongful Acts means Wrongful Acts which are logically or causally connected by reason of any fact,circumstance,situation,transaction,event,or decision. All Related Wrongful Acts are a single Wrongful Act,and all Related Wrongful Acts will be deemed to have been committed at the time the first of such Related Wrongful Acts was committed whether prior to or during the Policy Period. DPL-1001 Ed.11-08 Printed in U.S.A.Page 5 of 6 ©2008 The Travelers Companies,Inc.All Rights Reserved Y.Wrongful Act means any: 1.actual or alleged act,error,omission,or Personal Injury Offense in the rendering of,or failure to render,Professional Services;or 2.Network and Information Security Offense, by any Insured,or by any person or entity,including any joint venture,for whom the Insured is legally liable. V.EXCLUSIONS A.Claims By An Insured Against Another Insured This policy does not apply to any Claim by any Insured against another Insured. B.Claims By Certain Persons Or Entities This policy does not apply to any Claim by or on behalf of,or in the name or right of,any entity: 1.operated,controlled or managed by any Insured; 2.that any Insured,or any Insured's spouse,individually or collectively with one or more Insureds, has an ownership interest that exceeds 49%; 3.that holds the controlling financial interest in any Insured;or 4.that manages or operates any Insured. C.Contract Liability This policy does not apply to any Claim based upon or arising out of liability assumed by an Insured under any contract or agreement,whether oral or written,except to the extent that the Insured would have been liable in the absence of such contract or agreement. D.Cost To Repair Or Replace Faulty Workmanship This policy does not apply to any Claim based upon or arising out of the cost to repair or replace faulty workmanship in any construction,erection,fabrication,installation,assembly,manufacture or remediation performed by any Insured,including the cost of materials,parts or equipment furnished in connection therewith. E.Criminal,Dishonest,Fraudulent Or Malicious Conduct This policy does not apply to any Claim based upon or arising out of any: 1.criminal,dishonest,fraudulent or malicious conduct;or 2.other willful violation of laws, committed by the Insured or by anyone with the consent or knowledge of the Insured,provided that this exclusion does not apply to any Insured Person who did not participate in or have knowledge of such conduct or violation. F.Design Or Manufacture Of Sold Or Supplied Goods Or Products This policy does not apply to any Claim based upon or arising out of the design or manufacture of goods or products which are sold or supplied by the Insured or by others under license from the Insured, provided that this exclusion will not apply to software sold or supplied by the Insured to its customer or client in connection with the Insured's provision of Professional Services for such customer or client. G.Expected Or Intended Failure And Internet Service Interruption This policy does not apply to any Claim based upon or arising out of any Network and Information Security Offense that results in: DPL-1001 Ed.11-08 Printed in U.S.A.Page 6 of 6 ©2008 The Travelers Companies,Inc.All Rights Reserved 1.the failure to provide access to the Named Insured's website,or the Named Insured's computer or communications network,that was expected or intended by the Insured;or 2.any Internet service interruption or failure,provided that this exclusion will not apply if the interruption or failure was caused by an Insured. H.Government Demands Or Proceedings This policy does not apply to any Claim based upon or arising out of a Network and Information Security Offense and brought by: 1.the Federal Trade Commission; 2.the Federal Communications Commission;or 3.any other federal,national,state,local,or foreign government,agency,or entity, provided that this exclusion will not apply to any Claim made by such entity in its capacity as a customer or client of the Named Insured. I.Nuclear Energy This policy does not apply to any Claim based upon or arising out of any nuclear reaction,radiation or contamination within or originating from a site where a nuclear reactor is located or where nuclear material or waste is disposed. J.Warranties Or Guarantees This policy does not apply to any Claim based upon or arising out of any express warranty or guarantee by any Insured,provided that this exclusion will not apply to any guarantee that the Insured's Professional Services conform with the generally accepted standard of care applicable to that Professional Service. VI.CONDITIONS A.SETTLEMENT The Company may settle or compromise any Claim as the Company deems expedient with the consent of the Named Insured,such consent not to be unreasonably withheld. B.OTHER INSURANCE This policy will apply only as excess insurance over,and will not contribute with,any other valid and collectible insurance available to the Insured,including any insurance under which there is a duty to defend,unless such insurance is written specifically excess of this policy by reference in such other insurance to this policy.This policy will not be subject to the terms of any other insurance. When such other insurance available to the Insured has been issued for a specific project or projects, this policy will not respond until the limit of liability of such other insurance,whether such other insurance is stated to be primary,contributory,excess,contingent,self-insured or otherwise,has been exhausted. C.DEDUCTIBLE The following is added to section I.DEDUCTIBLE of the Professional Liability Terms and Conditions: If the Company and the first Named Insured settle a Claim through voluntary mediation,the first Named Insured's deductible obligation for such Claim will be reduced by 50%subject to a maximum reduction of $25,000.Deductible payments made prior to the application of the above credit will be reimbursed within 30 days of the resolution of the Claim.This reduction does not apply to any Claim resolved through voluntary or involuntary arbitration. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DPL-2019 Rev. 04-18 Page 1 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. POLLUTION LIABILITY ENDORSEMENT – WITH PRIMARY OTHER INSURANCE AND VICARIOUS LIABILITY COVERAGE This endorsement changes the following: Design Professionals Liability Coverage It is agreed that: 1.The following replaces section IV. DEFINITIONS, J. Insured: Insured means any Insured Person, Named Insured, Predecessor Firm, or Described Client. 2.The following replaces section IV. DEFINITIONS, Y. Wrongful Act: Wrongful Act means any: 1.actual or alleged act, error, omission, or Personal Injury Offense in the rendering of or failure to render Professional Services; 2.Network and Information Security Offense; or 3.Pollution Incident, by any Insured, or by any person or entity, including any joint venture, for whom the Insured is legally liable. 3.The following are added to section IV. DEFINITIONS: Bodily injury means harm to the physical health of other persons, including sickness or disease, mental anguish, injury, illness, emotional distress, loss of services, or death. Described Client means any client of a Named Insured, but only for any Claim that is caused by a Wrongful Act that is a Pollution Incident resulting solely from the operations of the Named Insured or any person or entity for whom the Named Insured is legally liable; provided that there is a written agreement, in effect at the time of the Pollution Incident, requiring that such Described Client be named as an Insured in the Named Insured’s insurance policy for Claims based upon or arising out of pollution. Hostile Fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. Mobile Equipment means any of the following types of land vehicles, including attached machinery or equipment: 1.Bulldozers, farm machinery, forklifts, and other vehicles designed for use principally off public roads. 2.Vehicles maintained for use solely on or next to premises the Insured owns or rents. 3.Vehicles that travel on crawler treads. 4.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a.Power cranes, shovels, loaders, diggers, or drills; or b.Road construction or resurfacing equipment such as graders, scrapers, or rollers. 5.Vehicles not described in 1., 2., 3., or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a.Air compressors, pumps, and generators, including spraying, welding, building cleaning, geo-physical exploration, lighting, and well-servicing equipment; or b.Cherry pickers and similar devices used to raise or lower workers. 6.Vehicles not described in 1., 2., 3., 4., or 5. above maintained primarily for purposes other than transportation of persons or cargo. Pollution means any actual, alleged, or threatened discharge, dispersal, escape, migration, release, or seepage of any Pollutant. Policy Number:107601294 Issuing Company:Travelers Casualty and Surety Company of America DPL-2019 Rev. 04-18 Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. Pollution Incident means any actual, alleged, or threatened discharge, dispersal, escape, migration, release, or seepage of Pollutants into or upon the land or structures thereupon, the atmosphere or any watercourse or body of water, which results in Bodily Injury or Property Damage. Pollutant means any solid, liquid, gaseous, or thermal irritant or contaminant, including: 1.smoke, vapors, soot, fumes; 2.acids, alkalis, chemicals; and 3.waste, including materials to be recycled, reconditioned, or reclaimed. Pollutant does not include smoke, vapors, soot, or fumes from a Hostile Fire. Property Damage means: 1.physical injury to tangible property, including all resulting loss of use of such property; or 2.loss of use of tangible property that is not physically injured. 4.The following is added to section V. EXCLUSIONS: Pollution, or Ownership or Use of Automobiles, Aircraft, or Watercraft at Certain Locations This policy does not apply to any Claim based upon or arising out any of the following on projects where the Insured is responsible for construction, erection, fabrication, or remediation: 1.Pollution at, on, in, or from any property or facilities that were at any time owned or rented by the Insured or by any entity in joint venture with the Insured. 2.Ownership, maintenance, use, operation, loading, or unloading of any automobile, aircraft, watercraft, or rolling stock, provided that this exclusion will not apply to the ownership, maintenance, use, operation, loading, or unloading of any Mobile Equipment. 5.The following replaces section VI. CONDITIONS, B. OTHER INSURANCE: This policy will apply only as excess insurance over, and will not contribute with, any other valid and collectible insurance available to the Insured, including any insurance under which there is a duty to defend, unless such insurance is: 1.written specifically excess of this policy by reference in such other insurance to this policy; or 2.issued to a Described Client. This policy will not be subject to the terms of any other insurance. When such other insurance available to the Insured has been issued for a specific project or projects, this policy will not respond until the limit of liability of such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent, self-insured or otherwise, has been exhausted. When such other insurance available to the Insured is issued to a Described Client, this policy will apply as primary insurance for any Claim covered by both this policy and such other insurance. For such Claims, the insurance issued to the Described Client will apply as excess over, and will not contribute with, the insurance available under the policy. Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein. PTC-1001 Ed.11-08 Printed in U.S.A.Page 1 of 7 ©2008 The Travelers Companies,Inc.All Rights Reserved PROFESSIONAL LIABILITY TERMS AND CONDITIONS Important Note:This is a claims-made policy.To be covered,a claim must be first made against an Insured during the policy period or any applicable extended reporting period. The limit of liability available to pay settlements or judgments will be reduced by defense expenses.The deductible applies to defense expenses. Please read the policy carefully. These Professional Liability Terms and Conditions apply to the Professional Liability Coverage.If any provision in these Professional Liability Terms and Conditions is inconsistent with or in conflict with any provision of the Professional Liability Coverage,the provisions of the Professional Liability Coverage will control. I.DEDUCTIBLE The first Named Insured will bear uninsured the amount of any applicable Deductible. The Company's obligation to pay Damages and Defense Expenses applies only to the amount of Damages and Defense Expenses that are in excess of the applicable Deductible for each Claim amount set forth in ITEM 5 of the Declarations. The Company may, at its discretion, pay all or part of any Deductible amount on behalf of the first Named Insured, and in such event, the first Named Insured agrees to repay the Company any amounts so paid. If ITEM 5 of the Declarations indicates that a Deductible applies for all Claims,the Insured's obligation to pay Damages and Defense Expenses,for all Claims made during each Policy Year will not exceed the Deductible amount for all Claims set forth in ITEM 5 of the Declarations.If there is no Deductible amount shown for all Claims,the first Named Insured will be responsible for the each Claim amount for each and every Claim, without further limitation regardless of how often it applies. II.LIMITS A.Professional Liability Coverage Limits 1.Professional Services and Network and Information Security Offenses Coverage Limits Regardless of the number of persons or entities bringing Claims or the number of persons or entities who are Insureds: a.the Company’s maximum limit of liability for Damages and Defense Expenses,for each Claim made during the Policy Year that results from a Network and Information Security Offense or the rendering of,or failure to render,Professional Services,will not exceed the Professional Services and Network and Information Security Offenses Coverage Limits for each Claim set forth in ITEM 5 of the Declarations; b.the Company’s maximum limit of liability for all Damages and Defense Expenses,for all Claims made during the Policy Year that result from a Network and Information Security Offense or the rendering of,or failure to render,Professional Services,will not exceed the Professional Services and Network and Information Security Offenses Coverage Limit for all Claims set forth in ITEM 5 of the Declarations;and c.the Company’s maximum limit of liability for all Damages and Defense Expenses,for all Claims made during the Automatic Extended Reporting Period or the Optional Reporting Period,if applicable,that result from a Network and Information Security Offense or the rendering of,or failure to render,Professional Services,will not exceed the remaining Professional Services and Network and Information Security Offenses Coverage Limits for the last Policy Year in effect at the time this policy is cancelled or not renewed. PTC-1001 Ed.11-08 Printed in U.S.A.Page 2 of 7 ©2008 The Travelers Companies,Inc.All Rights Reserved B.Additional Benefits Limits 1.Crisis Event Expenses Limits Regardless of the number of Crisis Events qualifying for Crisis Event Expenses,or the number of persons or entities who are Insureds: a.the Company’s maximum limit for Crisis Event Expenses for each Crisis Event first occurring during the Policy Year will not exceed the Crisis Event Expenses Limits for each Crisis Event set forth in ITEM 6 of the Declarations;and b.the Company’s maximum limit for Crisis Event Expenses for all Crisis Events first occurring during the Policy Year will not exceed the remaining Crisis Event Expenses Limit for all Crisis Events set forth in ITEM 6 of the Declarations. 2.Disciplinary or Regulatory Proceeding Expenses Limits Regardless of the number of Disciplinary or Regulatory Proceedings qualifying for Disciplinary or Regulatory Proceeding Expenses,or the number of persons or entities who are Insureds: a.the Company’s maximum limit for Disciplinary or Regulatory Proceeding Expenses for each Disciplinary or Regulatory Proceeding first initiated during the Policy Year will not exceed the Disciplinary or Regulatory Proceeding Expenses Limits for each Disciplinary or Regulatory Proceeding set forth in ITEM 6 of the Declarations; and b.the Company’s maximum limit for Disciplinary or Regulatory Proceeding Expenses for all Disciplinary or Regulatory Proceedings first initiated during the Policy Year will not exceed the remaining Disciplinary or Regulatory Proceeding Expenses Limit for all Disciplinary or Regulatory Proceedings set forth in ITEM 6 of the Declarations. Payment of Crisis Event Expenses and Disciplinary or Regulatory Proceeding Expenses are not subject to a Deductible and do not reduce the applicable Professional Liability Coverage Limits. C.Other Provisions Payment of Damages and Defense Expenses will reduce and may exhaust the applicable Professional Liability Coverage Limits. In the event the amount of Damages or Defense Expenses, or a combination thereof, exceeds the portion of the applicable Professional Liability Coverage Limits remaining after prior payments of Damages or Defense Expenses, or a combination thereof, the Company's liability shall not exceed the remaining amount of the applicable Professional Liability Coverage Limits. In no event will the Company be obligated to make any payment for Damages or Defense Expenses with regard to a Claim made after the applicable Professional Liability Coverage Limit has been exhausted by payment or tender of Damages, or payment of Defense Expenses. If the Professional Services and Network and Information Security Offenses Coverage Limits are exhausted by the payment of amounts covered under this policy, the premium for this policy will be deemed fully earned, all obligations of the Company will be completely fulfilled, and the Company will have no further obligations. III.CLAIM DEFENSE A.The Company has the right and duty to defend any Claim covered by this policy,even if the allegations are groundless,false or fraudulent,including the right to select defense counsel with respect to such Claim,provided that the Company is not obligated to defend or to continue to defend any Claim made after the applicable Professional Liability Coverage Limit is exhausted by payment of Damages and Defense Expenses. B.The Insured will cooperate with the Company and,upon the Company's request: 1.assist in the defense and settlement of Claims; 2.assist in enforcing rights of contribution or indemnity against any person or entity which may be liable to the Insured because of a Wrongful Act;and 3.attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. PTC-1001 Ed.11-08 Printed in U.S.A.Page 3 of 7 ©2008 The Travelers Companies,Inc.All Rights Reserved IV.RIGHT TO APPEAL The Company has the right,but not the duty,to appeal a judgment awarded against an Insured in a Claim the Company defends. V.TRANSFER CONTROL OF DEFENSE A.Before the applicable Professional Liability Coverage Limit is exhausted by the payment of amounts covered under this policy,the Insured may take control of the Claim defense of any outstanding Claim previously reported to the Company,provided that the Company consents to,or a court orders,such transfer of control. B.If the applicable Professional Liability Coverage Limit is exhausted by the payment of amounts covered under this policy,the Company will notify the Insured as soon as practicable of all outstanding Claims the Company is defending that are subject to such limit. C.The Company agrees to take all steps necessary during a transfer of control of defense to the Insured of any outstanding Claim to continue that defense during such transfer.When the Company takes such steps,the Insured agrees that the Company does not waive or relinquish any of the Company's rights under this policy.The Insured also agrees to repay the reasonable expenses incurred by the Company for such steps taken after the applicable Professional Liability Coverage Limit has been exhausted. VI.PRE-CLAIM ASSISTANCE At the Company's discretion,the Company will pay Pre-Claim Expenses for a Potential Claim reported in accordance with section VIII.NOTICE OF POTENTIAL CLAIMS.Pre-Claim Expenses must be incurred prior to the date that any Claim is made based upon or arising out of such Potential Claim.Payment of Pre-Claim Expenses is not subject to a Deductible and does not reduce the applicable Professional Liability Coverage Limits.Once a Potential Claim becomes a Claim,Damages and Defenses Expenses that result from such Claim are subject to a Deductible and will reduce the applicable Professional Liability Coverage Limits. VII.INSURED’S DUTIES IN THE EVENT OF A CLAIM In the event a Principal Insured becomes aware that a Claim has been made against any Insured,the Insured, as a condition precedent to any rights under this policy,will give to the Company written notice of the particulars of such Claim,including all facts related to any alleged Wrongful Act,the identity of each person allegedly involved in or affected by such Wrongful Act,and the dates of the alleged events,as soon as practicable.The Insured will give the Company such information,assistance and cooperation as the Company may reasonably require. All notices under this section must be sent or delivered to the Company set forth in ITEM 3 of the Declarations and are effective upon receipt.The Insured will not voluntarily settle any Claim,make any settlement offer, assume or admit any liability or,except at the Insured’s own cost,voluntarily make any payment,pay or incur any Defense Expenses,or assume any obligation or incur any other expense,without the Company’s prior written consent,such consent not to be unreasonably withheld.The Company will not be liable for any settlement,Defense Expenses,assumed obligation,or admission to which it has not consented. VIII.NOTICE OF POTENTIAL CLAIMS If a Principal Insured becomes aware of a Potential Claim and gives the Company written notice during the Policy Period of the particulars of such Potential Claim including: A.all known facts related to the Potential Claim; B.the identity,if known,of each person allegedly involved in or affected by such Potential Claim; C.the date such persons became aware of the Potential Claim; PTC-1001 Ed.11-08 Printed in U.S.A.Page 4 of 7 ©2008 The Travelers Companies,Inc.All Rights Reserved D.the dates of the alleged events;and E.the reasons for anticipating a Claim, any Claim subsequently made against any Insured arising out of such Potential Claim will be deemed to have been made on the date such notice was received by the Company. All notices under this section must be sent or delivered to the Company set forth in ITEM 3 of the Declarations and will be effective upon receipt. IX.RELATED CLAIMS All Claims or Potential Claims for Related Wrongful Acts will be considered as a single Claim or Potential Claim , whichever is applicable. All Claims or Potential Claims for Related Wrongful Acts will be deemed to have been made the date: A.the first of such Claims for Related Wrongful Acts was made;or B.the first notice of such Potential Claim for Related Wrongful Acts was received by the Company, whichever is earlier. X.SUBROGATION In the event of payment under this policy,the Company is subrogated to all of the lnsured’s rights of recovery against any person or organization to the extent of such payment and the Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights.The Insured will do nothing to prejudice such rights. Section X.SUBROGATION does not apply if the Insured,prior to the date a Wrongful Act is committed,has waived its right of recovery for Damages that result from such Wrongful Act. XI.RECOVERIES All recoveries from third parties for payments made under this policy apply,after first deducting the costs and expenses incurred in obtaining such recovery: A.first,to the Company to reimburse the Company for any Deductible amount it has paid on behalf of any Insured; B.second,to the Insured to reimburse the Insured for the amount it has paid which would have been paid hereunder,but for the fact that such amount is in excess of the applicable limit hereunder; C.third,to the Company to reimburse the Company for the amount paid hereunder;and D.fourth,to the Insured in satisfaction of any applicable Deductible paid by the Insured, provided that such recoveries do not include any recovery from insurance,suretyship,reinsurance,security or indemnity taken for the Company’s benefit. XII.ACQUISITIONS If,during the Policy Period,the Named Insured acquires or forms an entity that performs Professional Services,coverage will be provided for such acquired or formed entity and its respective Insured Persons for Wrongful Acts committed after the Named Insured acquires or forms such entity.Coverage for such entity will end 90 days after the acquisition or formation of such entity,or the end of the Policy Year,whichever is earlier, unless the Company has agreed to provide such coverage by endorsement. PTC-1001 Ed.11-08 Printed in U.S.A.Page 5 of 7 ©2008 The Travelers Companies,Inc.All Rights Reserved XIII.SPOUSAL AND DOMESTIC PARTNER PROFESSIONAL LIABILITY COVERAGE This policy applies to Damages and Defense Expenses for a Claim made against a person who,at the time the Claim is made,is a lawful spouse or a person qualifying as a domestic partner under the provisions of any applicable federal,state,or local law of an Insured Person,but only for a Wrongful Act actually or allegedly committed by the Insured Person,to whom the spouse is married,or who is joined with the domestic partner. The Company has no obligation to make any payment for Damages or Defense Expenses in connection with any Claim made against a spouse or domestic partner of an Insured Person for any actual or alleged Wrongful Act committed by such spouse or domestic partner. XIV.AUTOMATIC EXTENDED REPORTING PERIOD If this policy is cancelled or not renewed,the Automatic Extended Reporting Period applies without additional premium effective the date such policy is cancelled or not renewed.The Automatic Extended Reporting Period applies to Claims made and reported to the Company during the Automatic Extended Reporting Period,but only for Wrongful Acts committed wholly prior to the effective date this policy is cancelled or not renewed,and which otherwise would be covered.A Claim made during the Automatic Extended Reporting Period will be deemed to have been made on the last day of the Policy Period. XV.OPTIONAL EXTENDED REPORTING PERIOD A.If this policy is cancelled or not renewed,the Named Insured may give the Company written notice that it desires to purchase an Optional Extended Reporting Period Endorsement for one of the periods set forth in ITEM 8 of the Declarations.The Optional Extended Reporting Period applies to Claims made during the Optional Extended Reporting Period,but only for Wrongful Acts committed wholly prior to the effective date this policy is cancelled or not renewed and which otherwise would be covered.A Claim made during the Optional Extended Reporting Period will be deemed to have been made on: 1.the last day of the Policy Period;or 2.if such Claim had earlier been reported to the Company during the Policy Period as Potential Claim,the date notice was received by the Company of such Potential Claim, whichever is earlier. B.The premium due for the Optional Extended Reporting Period Endorsement equals the percentage set forth in ITEM 8 of the Declarations of the annualized premium for this policy,including the fully annualized amount of any additional premiums charged by the Company during the Policy Year prior to the date such policy is cancelled or not renewed.The entire premium for the Optional Extended Reporting Period Endorsement will be deemed fully earned at the commencement of the Optional Extended Reporting Period. The Optional Extended Reporting Period will not take effect unless the Named Insured has fulfilled all other duties,and complied with all other conditions and requirements under this policy,and: 1.written notice of such election is received by the Company within 60 days of the effective date such policy is cancelled or not renewed; 2.the additional premium for the Optional Extended Reporting Period Endorsement is paid when due;and 3.full payment of the earned premium due,and repayment of any Deductible owed,is received by the Company within 60 days of the effective date such policy is cancelled or not renewed. When the Optional Extended Reporting Period applies, it replaces the Automatic Extended Reporting Period. PTC-1001 Ed.11-08 Printed in U.S.A.Page 6 of 7 ©2008 The Travelers Companies,Inc.All Rights Reserved XVI.ACTION AGAINST THE COMPANY No action will lie against the Company unless, as a condition precedent thereto, there has been full compliance with all of the terms of this policy, or until the amount of the Insured’s obligation to pay has been finally determined either by judgment against the Insured after actual trial, or by written agreement of the Insured , the claimant, and the Company. No person or entity has any right to join the Company as a party to any action against the Insured to determine the Insured’s liability,nor will the Company be impleaded by an Insured or such Insured’s legal representative. Bankruptcy or insolvency of any Insured or an Insured’s estate does not relieve the Company of any of its obligations hereunder. XVII.CHANGES Only the first Named Insured is authorized to make changes to the terms of this policy and solely with the Company’s prior written consent.This policy's terms can be changed only by endorsement issued by the Company and made a part of such policy.Notice to any representative of the Insured or knowledge possessed by any agent or by any other person does not effect a change to any part of this policy,or estop the Company from asserting any right under the terms,exclusions,conditions and limitations of this policy,nor may the terms, exclusions,conditions and limitations hereunder be changed,except by a written endorsement to this policy issued by the Company. XVIII.ASSIGNMENT This policy may not be assigned or transferred,and any such attempted assignment or transfer will be void and without effect unless the Company has provided its prior written consent to such assignment or transfer. XIX.MISREPRESENTATION This policy may be considered void if, after the Inception Date of the Policy Period set forth in ITEM 2 of the Declarations, any Principal Insured has intentionally concealed or misrepresented any material fact or circumstance, concerning this insurance or the subject thereof, provided that section XIX. MISREPRESENTATION does not apply if such Principal Insured mistakenly: A.failed to disclose information to the Company;or B.mislead the Company. XX.LIBERALIZATION If,during the Policy Period,the Company makes any changes in the form of this policy that are intended to apply to all Insureds that have such forms as part of their policy,and by which the insurance afforded could be extended or broadened by endorsement or substitution of form without increased premium charge,then such extended or broadened insurance inures to the benefit of the Insured as of the date the revision or change is approved for general use by the applicable department of insurance. XXI.AUTHORIZATION If this policy provides coverage for more than one Named Insured,the first Named Insured set forth in Item 1 of the Declarations is the sole agent and acts on behalf of all Insureds with respect to: A.payment of premiums and deductibles; B.receiving any return premiums; C.receiving notices of cancellation,nonrenewal or change in coverage; PTC-1001 Ed.11-08 Printed in U.S.A.Page 7 of 7 ©2008 The Travelers Companies,Inc.All Rights Reserved D.requesting any change in coverage;or E.making or,if applicable,consenting to settlement or compromise of any Claim, provided that nothing herein relieves any Insured from giving any notice to the Company that is required under this policy. XXII.HEADINGS The titles of the various paragraphs of this policy and its endorsements are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provision to which they relate. XXIII.CONFORMITY TO STATUTE Any part of this policy that conflicts with any requirement of statutory or regulatory law that applies is automatically amended to conform to such law. XXIV.LEGAL REPRESENTATIVES In the event of the death,incapacity or bankruptcy of an Insured,any Claim made against the estate,heirs,legal representatives or assigns of such Insured are deemed to be a Claim made against such Insured.Such estate, heirs,legal representatives or assigns have all of the Insureds rights and duties under this policy. XXV.TERRITORY This policy applies to Claims made for Wrongful Acts committed anywhere in the world. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PTC-19006 Ed. 03-15 Page 1 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. GLOBAL COVERAGE COMPLIANCE ENDORSEMENT This endorsement changes the following: It is agreed that: 1.The following is added to section VI. CONDITIONS, of the Professional Liability Coverage: SANCTIONS This policy will provide coverage, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose the Company or any of its affiliated or parent companies to any trade or economic sanction under any law or regulation of the United States of America or any other applicable trade or economic sanction, prohibition, or restriction. 2.The following is added to section III. CLAIM DEFENSE, of the Professional Liability Terms and Conditions: In the event of a Claim against an Insured that resides or is domiciled in a country or jurisdiction in which the Company is not licensed to provide this insurance, the Company will have the right and duty to defend such Claim as set forth in this section III. CLAIM DEFENSE, A. to the extent that doing so would not violate the laws or regulations of such country or jurisdiction. If the Company is prohibited from defending such Claim against an Insured that resides or is domiciled in a country or jurisdiction in which the Company is not licensed to provide this insurance, then the Company will have no duty to defend any such Claim. It will be the duty of the Insured, or first Named Insured set forth in Item 1 of the Declarations, to defend such Claim. The Company will reimburse the first Named Insured set forth in Item 1 of the Declarations for its insurable loss as measured by the Defense Expenses such first Named Insured pays on behalf of an Insured Person in connection with such Claim. The Company will have the right to participate with the first Named Insured or the Insured in the investigation, defense, and settlement, including the negotiating of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by such policy and the selection of appropriate defense counsel to the extent that doing so would not violate the laws or regulations of such country or jurisdiction. 3.The following replaces section XXV. CONDITIONS, A. TERRITORY, of the Professional Liability Terms and Conditions: A.TERRITORY AND VALUATION 1.This policy applies anywhere in the world; provided, this policy does not apply to Damages, Defense Expenses, Crisis Event Expenses, Disciplinary or Regulatory Proceeding Expenses, or Pre-Claim Expenses incurred by an Insured residing or domiciled in a country or jurisdiction in which the Company is not licensed to provide this insurance, to the extent that providing this insurance would violate the laws or regulations of such country or jurisdiction. Policy Number:107601294 Issuing Company:Travelers Casualty and Surety Company of America Design Professionals Liability Coverage PTC-19006 Ed. 03-15 Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. 2.In the event an Insured Person incurs Damages, Crisis Event Expenses, Disciplinary or Regulatory Proceeding Expenses, or Pre-Claim Expenses referenced in 1. above to which this insurance would have applied, the Company will reimburse the first Named Insured set forth in Item 1 of the Declarations for its insurable loss as measured by such amounts that it pays to, or on behalf of such Insured Person. As a condition precedent to such reimbursement, or any rights under this Policy, the first Named Insured set forth in Item 1 of the Declarations must comply with the conditions of this insurance as if such Claim were made against any Insured that does not reside or is not domiciled in a country or jurisdiction in which the Company is not licensed to provide this insurance. 3.All premiums, Limits of Liability, Deductible, Damages, Defense Expenses and other amounts under this policy are expressed and payable in the currency of the United States. If a judgment is rendered, settlement is denominated, or another element of Damages under this policy is stated in a currency other than United States dollars, payment under this policy will be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgment is reached, the amount of the settlement is agreed upon, or any other element of Damages is due, respectively. Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PTC-19007 Ed. 04-18 Page 1 of 1 © 2018 The Travelers Indemnity Company. All rights reserved. CLIENT DEFENSE COSTS ENDORSEMENT This endorsement changes the following: It is agreed that: 1.The following is added to section IV. DEFINITIONS, Damages: Damages also means money which an Insured is legally obligated to pay as reimbursable reasonable defense costs incurred by an Insured's client to defend a third-party claim against the client and that is caused by an Insured's act, error, or omission in the performance of Professional Services. Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein. Policy Number:107601294 Issuing Company:Travelers Casualty and Surety Company of America Design Professionals Liability Coverage THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PTC-3004 Rev. 12-14 © 2014 The Travelers Indemnity Company. All Rights Reserved Page 1 of 2 CALIFORNIA REQUIRED ENDORSEMENT This endorsement changes the following: Professional Liability Terms and Conditions It is agreed that: The following sections are added to the Professional Liability Terms and Conditions: CANCELLATION If this policy has been in effect for 60 days or less, and is not a continuation or renewal policy, the Company may cancel for any reason during that time period by mailing or delivering notice of cancellation to the first Named Insured and the agent or broker of record, at least 10 days before the effective date of cancellation. If this policy has been in effect for 60 days or more, and is not a renewal or continuous policy, the Company may cancel only for the following reasons: 1.Nonpayment of premium, including premium installments or any installment of premium from a previous policy the Company issued that was due during the current Policy Period; 2.Fraud or material misrepresentation committed by the Named Insured or any representative of the Named Insured in obtaining this policy or presenting a Claim under this policy; 3.Conviction of a crime increasing the hazard insured against; 4.Willful or grossly negligent acts or omissions that increase any hazard insured against; 5.Failure to implement or follow agreed upon loss control requirements; 6.Determination by the director of insurance that continuing or renewing this policy would put the Company in violation of state insurance laws or would jeopardize the solvency of the Company; 7.Determination by the director of insurance that any loss of or change in the Company's reinsurance affecting this policy would threaten the Company's financial position; or 8.After policy issuance or renewal, a change occurs in the risk the Company is insuring against. Provided that this will not apply to a change that was expected or foreseen by the Company when this policy was issued or if: a.the Named Insured is an educational, religious, or other non-profit organization, as described in Section 676.10(a) of the California Insurance Code; and b.The change in risk involves one or more losses caused by a hate crime, as described in Section 676.10(c) of the California Insurance Code, committed against the person or property of the Named Insured. The Company may cancel this policy by mailing or delivering notice of such cancellation to the first Named Insured at least 10 days before the effective date of cancellation, if cancellation is for nonpayment of premium or fraud or misrepresentation. If cancellation is for any other reason, the Company will mail or deliver notice of cancellation to the Company:Travelers Casualty and Surety Company of America 107601294Number:Policy Issuing PTC-3004 Rev. 12-14 © 2014 The Travelers Indemnity Company. All Rights Reserved Page 2 of 2 first Named Insured and the agent or broker of record at least 60 days before the effective date of the cancellation. The notice will state the reason for cancellation. The first Named Insured may cancel this policy by mailing or delivering written notice to the Company, or any of the Company's authorized agents, stating when, thereafter, not later than the Expiration Date set forth in ITEM 2 of the Declarations, such cancellation will be effective. NONRENEWAL The Company will not be required to renew or continue this policy. If the Company decides not to renew or continue, notice of nonrenewal will be mailed to the first Named Insured, at least 60 days but not more than 120 days before the Expiration Date set forth in ITEM 2 of the Declarations. The notice will state the reason for nonrenewal. The Company will not refuse to renew or continue this policy because of losses caused by a hate crime, as described in Section 676.10(c) of the California Insurance Code, committed against the person or property of the Named Insured if the Named Insured is an educational, religious, or other non-profit organization, as described in Section 676.10(a) of the California Insurance Code. If the Company offers to renew or continue this policy and the first Named Insured does not accept the Company's offer, this policy will expire at the end of the Policy Period. If the Company offers to renew this policy, and the first Named Insured fails to pay the required premium when due, the Company will consider this to mean that the first Named Insured did not accept the Company's offer. The Company will mail the notice of cancellation or nonrenewal to the last known address of the first Named Insured and the last known address of the agent or broker of record. A post office certificate of mailing will be sufficient proof of mailing of notice. Mailing time must be added to the notice period as follows: 1.add 5 days when mailing to an addressee in California; 2.add 10 days for an addressee outside of California; or 3.add 20 days for an addressee outside of the United States. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein. Company:Travelers Casualty and Surety Company of America 107601294Number:Policy Issuing Safe Routes to School app Final Audit Report 2022-03-28 Created:2022-03-24 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA54hp5i8XilzZwSIWXbuTQodGq3vBcM9E "Safe Routes to School app" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-03-24 - 6:15:36 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-03-24 - 6:21:10 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-03-25 - 4:34:15 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Jaime O. Rodriguez (jaime@trafficpatterns.net) for signature 2022-03-25 - 4:34:17 PM GMT Email viewed by Jaime O. Rodriguez (jaime@trafficpatterns.net) 2022-03-25 - 4:41:54 PM GMT- IP address: 104.28.85.196 Document e-signed by Jaime O. 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