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22-112 Uniguest Professional Consultant Agreement Uniguest Professional Consultant Agreement for Interactive Display Services
Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Uniguest, Inc. (“Contractor”), a Corporation for Interactive Display Services and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on July 31, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by July 31, 2023. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $20,000(“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS OMITTED. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Benny Hsieh as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Mike Quigley as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 Attention: Benny Hsieh Email: Bennyh@cupertino.org To Contractor: US Hospitality Publishers, Inc. dba Uniguest P.O. Box 306225, Kraft Drive Nashville, TN 37230-6225, USA Attention: Mike Quigley Email: Mike.quigley@uniguest.com Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Michael Quigley Michael Quigley Vice President of North American Sales Aug 12, 2022 Christopher D. Jensen Bill Mitchell CTO Aug 12, 2022 Aug 12, 2022 1 Thanks for choosing Uniguest! US Hospitality Publishers, Inc. dba Uniguest P.O. Box 306225, Kraft Drive Nashville, TN 37230-6225, USA Get in touch +1 (800) 467-1218 sales@uniguest.com Order Number #0273455 Created 7/8/2022 by Remo Tartaglia | rtartaglia@janusdisplays.com | Quote expires in 90 days Bill to Ship to City of Cupertino Office of the City Manager City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 10300 Torre Avenue Cupertino, CA95014 Billing Contact Initial Term Benny Hsieh bennyh@cupertino.org Three Year Term Products/Services and Pricing Hardware Description Qty Unit Price Total Price 55" LG Display with integrated touch overlay 1.00 $3,429.00 $3,429.00 JANUS Multimedia Controller (JMC-10x) 1.00 $1,195.00 $1,195.00 HDMI Cable 6 ft 1.00 $18.00 $18.00 Network Cable - 7ft Cat5e Snagless UTP Cable - Black 1.00 $10.00 $10.00 Angled Kiosk 1.00 $3,325.00 $3,325.00 Other Services Description Qty Unit Price Total Price JANUS v4.x Hosted Cloud Services (One-Time Setup Fee) 1.00 $250.00 $250.00 Touchscreen Mapping - Level 1 Interactive Touch Screen Map 1.00 $2,514.00 $2,514.00 Content Creation Touch - Per Hour 1.00 $1,495.00 $1,495.00 Signage Implementation - Base Fee 1.00 $350.00 $350.00 Software Description Qty Unit Price Total Price JANUS FLEX Entry Tool (Interactive Displays) 1.00 $0.00 $0.00 Managed Services Description Qty Unit Price Total Price Annual Support, License, & Warranty - Digital Sign 1.00 $309.00 $309.00 EXHIBIT A, B, & C 2 Sub Total $12,895.00 Shipping Fee $1,237.06 Taxes $1,177.31 Grand Total 15,309.37 Special Notes The total amount does include shipping or taxes but please note that these are estimates. Shipping charges will appear on your invoice along with any applicable taxes. Fees and Payment Terms Upon signature of this order, the customer will receive an invoice representing 50% of the order value for immediate payment. This deposit is mandatory to confirm the order. The remaining amount will be invoiced and required at time of shipment. No installation shall be fulfilled unless the full payment of this order has been received.“ Terms and Conditions: This Statement of Work (“SOW”) is made as part of the Project Services Agreement between (“Client”) and Uniguest dated 8/4/2022 (“Agreement”). In the event of a conflict between this SOW and the Agreement, this SOW shall govern with respect to the subject matter of the conflict. A “Party” shall mean either Client or Uniguest, as the case may be; the “Parties” shall mean Client and Uniguest collectively. Project Overview: The following considerations are included in this Statement of Work: If the original considerations are shown to be incorrect, or further analysis is required, Uniguest reserves the right to review, and possibly modify, estimates of effort, duration and related fee cost prior to the creation and execution of a SOW. Uniguest will be providing the attached quoted technology solution for this project. The solutions are based on the plans and specifications provided by the Owner. This installation will meet all pre-defined owner requirements and BICSI installation standards. Workmanship warranty shall commence from the final project turnover inspection date for a maximum period of one (1) year. No warranty work shall be performed if any invoice is past due, including change orders. Pricing Assumptions Project Pricing is an estimate only - all technician labor, and technician travel as required to complete work will be verified after the site survey has been performed. All modifications to pricing will be tracked and approved through change orders and agreed on by all parties prior to change implementation or acceptance. All electrical work and wiring will be performed by the customer and not included in this SOW. Unscheduled re-trips to any site for any reason and through no fault of Uniguest will be billed at the Time and Materials (“T&M”) hours (per incident) at the rate described in the Project Pricing section, with a two (2) hour minimum and will include all travel costs Activities that require extended onsite time not identified prior to project schedule will be considered out-of- scope and billed at the T&M rate identified in the Project Pricing section and will be addressed via a Change Order Changes to the scope, deliverables or service parameters of this project will not be made without an approved Change Order. This proposal does not include costs associated with a Project Labor Agreement, and Uniguest reserves the right to modify or rescind this proposal if PLAs are required. 3 Project Assumptions Uniguest will not be responsible financially or liable for any lift or scaffolding required to perform the outlined projects. There will be minimally restricted access to all necessary work areas for the duration of the project, in accordance with the working hours as detailed below. Data and network cabling will be complete and tested to meet all BICSI specifications prior to installation. Electrical and network connectivity provided by others will function prior to installation of LED walls or displays. Working hours are expected to be 8:00am to 5:00pm local time Monday through Friday unless otherwise noted No power or data cabling is included in this SOW, should power or data cabling be required post-survey a change order will be required. Shortages of materials could possibly delay delivery of materials necessary for the performance of the work; therefore, Uniguest shall be entitled to an extension of time for delays caused by delivery delays or material shortages which may occur through no fault or negligence of Uniguest who shall provide prompt written notice of any shortages or delays in delivery. Project Requirements Requirements for this project are as follows: Beginning at project start, and for all its project activities, UNIGUEST will provide project management and coordination in support of the project. This support will be concentrated in a Uniguest Regional or Corporate Office and will cover the entire project geography. Uniguest will abide by Client’s published scheduling parameters at each location. Uniguest will collaboratively create the most efficient schedule possible, providing the least disruption to the business. Uniguest and Client will agree to the project schedule prior to any work activities starting. While working at a Client site, Uniguest shall, at all times, observe such security and safety policies of Client and use its commercially reasonable efforts to perform work in a manner which does not materially disrupt Client's ordinary business operations, unless otherwise agreed to by the parties. Scope of Services Scope Specific Exclusions All cabling except for external HDMI or network cables connected to Uniguest provided equipment. Cable tray, conduit or raceway of any kind, conduit bushings, sleeves, penetrations, fire stopping, floor boxes, back boxes, pull boxes, junction boxes or plywood backboards. Overtime, expediting or acceleration fees. Utility company charges. Cutting or patching of concrete, masonry, brick, etc. Cutting or patching of sheetrock, plaster, etc. other than what may be required for technology scope of work. Painting or priming of any kind. Business interruptions or losses resultant there-from. Fire alarm system, raceway, wiring, equipment, devices, terminations, and connections. Warranties for all Owner / Customer provided equipment. Any delays incurred due to but not limited to waiting to gain access to spaces, trade stacking, general contractor’s construction schedule, etc. Any delays incurred due to but not limited to waiting for Owner furnished materials to arrive on site and/or materials furnished by others. General Services Provided Coordinate with the site regarding scheduled arrival times. Supply qualified, trained, non-union field resources in sufficient numbers to perform the work. Provide regular reporting to Client on project status throughout the project. Installation Site Services Provided Uniguest will perform the following activities as required by project scope: Meet onsite contact, perform walk-through of facility to determine mount locations as necessary, and locate equipment. 4 Validate all equipment is onsite per packing slip. Verify installation locations are prepared and ready, including required power, data cable, and mounting brackets for each mounting location. Install mount per manufacturer or Client specified requirements on pre-installed mounting brackets. Mount media player per Client requirements. Connection of media players to display and dress all cabling and verification that content begins to display correctly. Obtain signature on Customer Acceptance Form from Client site contact. Client Requirements: Client hereby agrees to undertake the following and understands that failure to do so may impact the engagement’s timeline and estimated effort and fee cost. Appoint a Project Manager or lead for this project. The Uniguest Manager will interface directly with the Client Project Manager for all project-related activities. Provide all required coordination and communication with the location prior to the survey site visit and following site visit activities. Provide coordination and assistance in obtaining approval for the Uniguest controlled project schedule. Provide all site contact information to Uniguest prior to first site visit. Verify all existing power and data cabling is in place and ready for installation. Provide all mounting locations or verify surveyed mounting locations. Sign off on Customer Acceptance when appropriate. Uniguest Requirements: Convene a kick-off Meeting (via conference call), where the current SOW and project will be reviewed, and expectations of the relevant parties will be confirmed. If there is a delay in excess of thirty (30) days from the Kick-off Meeting to the start of Services, an additional Kick-off Meeting will be required for each such delay. Uniguest will help ensure that its Project Management (“PM”) team will have the necessary coordination and administrative assistance to provide the services defined in the final SOW. The PM team will hold teleconferences with Client project stakeholders on a regular basis to help ensure effective communications and to help ensure the identification and resolution of issues. The PM team will help ensure that each field technician has received signed approval of work performed from the identified point of contact for each site visit, based on Client requirements. The PM team will work closely with the Client stakeholders to determine the impact and cause of schedule changes, and to effectively communicate these changes to Client stakeholders in a timely manner. The PM team will act as the first level of escalation for all issues encountered in the field. Issues not of Uniguest’s making that cannot be resolved at the field level will be forwarded to Client for resolution. The PM team will be the lead point of contact for all onsite activities and will be responsible for coordinating and prioritizing site activities. The PM team will be responsible for coordinating and scheduling additional activities and resources as required for successful completion of the site visit. The PM team will be responsible for capturing open issues and coordinating and scheduling resources required to resolve any issues from the site visits. The PM team will participate in all requisite calls, coordinate resources, coordinate on-site activities and provide detailed reporting to Client. Convene a Project Closure Meeting (via conference call), at the conclusion of services delivery associated with this SOW, to help ensure all parties are in agreement that the services have been completed, that issues have been addressed, and that any follow-on activities by either party are understood. In-flight governance meetings may also be held via conference call through the life of the project. Project Deliverables Deliverables are documents for which Uniguest will be seeking approval and acceptance from Client and which will be delivered to Client upon the completion of the site. Uniguest will collaborate with the Client’s assigned project resources to create the deliverables during this project. Uniguest will provide Client PM with comprehensive status reporting on a regular basis. These reports will indicate the work activities performed, progress against project milestones, as well as any expenses incurred in the furtherance of the work to date. Unless noted, Uniguest will be primarily responsible for the completion of the deliverables: 5 UNIGUEST Deliverables & Obligations Signed Customer Acceptance Form for each location and each site visit Photographic documentation of installed equipment Client support release code post-install (as required) Client Obligations Client hereby agrees to undertake the following and understands that failure to do so may impact the engagement’s timeline and estimated effort and fee cost. Provide single point of contact for scheduling and escalation Confirm full site contact and address information for all locations Provide signature on each Customer Acceptance Form Acceptance criteria for deliverables will be defined at the commencement of specific deliverable development activities, At the completion of each deliverable, Client will evaluate the deliverable according to the agreed upon acceptance criteria and provide Uniguest with formal acceptance or reasons for non-acceptance. Review of and provision of feedback on deliverables will be serviced in a timely manner, and in any event within two (2) business days. In the event this timescale is exceeded, Uniguest will assume that such deliverable has been accepted by Client and proceed accordingly. Authorization Customer hereby represents and warrants that the signatory below (“Authorized Representative”) is duly authorized to execute this Uniguest Customer Order on behalf of the company listed above (“Customer”). Customer hereby agrees to be bound by all terms and conditions contained in this Uniguest Customer Order and the Terms and Conditions (collectively with this Uniguest Customer Order, the “Agreement”), which include certain restrictions, disclaimers, and other terms applicable to the products and services being purchased, which is hereby incorporated herein, and which Customer acknowledges will govern Customer’s use of the products and services above. Customer acknowledges that by signing below Customer will be entering into a legally binding agreement with U.S. Hospitality Publishers, Inc., doing business as Uniguest, Inc. (“Uniguest”) on the terms set forth in the Agreement. By signing below, Customer hereby further represents and warrants that the information set forth above regarding Customer is complete and accurate and may be relied upon by Uniguest. Customer hereby authorizes Uniguest, without reservation, to verify such information. IN WITNESS WHEREOF, Uniguest and Customer each have caused this Agreement to be executed by their Authorized Representatives as of the Effective Date. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/11/2022 (973) 577-8627 20508 Uniguest Holdings, Inc. 2926 Kraft Drive Nashville, TN 37204 20478 42625 36940 A 1,000,000 X 7015404223 8/27/2021 9/1/2022 1,000,000 25,000 1,000,000 2,000,000 2,000,000 1,000,000B X 7015404237 8/27/2021 9/1/2022 25,000,000C X 7015404240 8/27/2021 9/1/2022 25,000,000 C WC715404254 8/27/2021 9/1/2022 1,000,000 N 1,000,000 1,000,000 D Cyber / E&O MTP9035131 04 7/1/2021 9/1/2022 See below 7,500,000 If required by written contract, The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insureds. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 UNIGHOL-01 RHOHNE Kore Insurance Holdings, LLC P.O. Box 473 354 Eisenhower Parkway, Plaza 1 Livingston, NJ 07039 rhohne@koreins.com Valley Forge Insurance Company National Fire Insurance Company of Hartford Continental Insurance Company of New Jersey Indian Harbor Insurance Company X X X X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Kore Insurance Holdings, LLC UNIGHOL-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance SEE P 1 Uniguest Holdings, Inc. 2926 Kraft Drive Nashville, TN 37204 SEE PAGE 1 RHOHNE 1 Cyber / E&O Primary layer - $2M limit Indian Harbor Insurance Co. Policy #MTP9035131 04 Effective: 07/01/2021 - 09/01/2022 Excess layer - $3M x/o $2M limit Hudson Excess Insurance Co. Policy #EEU 138898 01 Effective: 01/18/2022 - 09/01/2022 Excess layer - $2.5M x/o $5M limit Lloyds of London Policy #ACX1027222 Effective: 04/06/2022 - 09/01/2022 CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows.If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured -Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury –Expanded Definition 4.Broad Knowledge of Occurrence/Notice of Occurrence 5.Broad Named Insured 6.Estates,Legal Representatives and Spouses 7.Expected Or Intended Injury –Exception for Reasonable Force 8.In Rem Actions 9.Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability –Damage To Premises 12.Medical Payments 13.Non-owned Aircraft Coverage 14.Non-owned Watercraft 15.Personal And Advertising Injury –Discrimination or Humiliation 16.Personal And Advertising Injury -Limited Contractual Liability 17.Property Damage -Elevators 18.Supplementary Payments 19.Property Damage –Patterns,Molds and Dies 20.Unintentional Failure To Disclose Hazards 21.Waiver of Subrogation –Blanket 7015404223CNA74872XX(1-15)Policy No: 9Page1of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 2 3 7 0 1 5 4 0 4 2 2 3 5 5 9 6 CNA PARAMOUNT Technology General Liability Extension Endorsement 1.ADDITIONAL INSUREDS a.WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K.below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement,provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part;and (2)was executed prior to: (a)the bodily injury or property damage;or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However,subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement;or (2)coverage broader than required by such contract or agreement,and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A.Controlling Interest Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.such person or organization’s financial control of a Named Insured;or 2.premises such person or organization owns,maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. B.Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury,property damage or personal and advertising injury as co-owner of such premises. C.Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D.Lessor of Equipment Any person or organization from whom a Named Insured leases equipment,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused,in whole or in part,by the Named Insured’s maintenance,operation or use of such equipment,provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. 7015404223CNA74872XX(1-15)Policy No: 9Page2of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT Technology General Liability Extension Endorsement E.Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such land,provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. F.Lessor of Premises An owner or lessor of premises leased to the Named Insured,or such owner or lessor’s real estate manager,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such part of the premises leased to the Named Insured,and provided that the occurrence giving rise to such bodily injury or property damage,or the offense giving rise to such personal and advertising injury,takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. G.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee or receiver’s liability for bodily injury,property damage or personal and advertising injury arising out of the Named Insured’s ownership,maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. H.State or Governmental Agency or Subdivision or Political Subdivisions –Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.the following hazards in connection with premises a Named Insured owns,rents,or controls and to which this insurance applies: a.the existence,maintenance,repair,construction,erection,or removal of advertising signs,awnings, canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or b.the construction,erection,or removal of elevators;or c.the ownership,maintenance or use of any elevators covered by this insurance;or 2.the permitted or authorized operations performed by a Named Insured or on a Named Insured’s behalf. The coverage granted by this paragraph does not apply to: a.Bodily injury,property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b.Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision’s requirement that additional insured status must be requested under a written contract or agreement,the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. 7015404223CNA74872XX(1-15)Policy No: 9Page3of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 2 3 7 0 1 5 4 0 4 2 2 3 5 5 9 7 CNA PARAMOUNT Technology General Liability Extension Endorsement I.Trade Show Event Lessor 1.With respect to a Named Insured’s participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom the Named Insured is required to include as an additional insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury caused by: a.the Named Insured’s acts or omissions;or b.the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during the trade show event. 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J.Vendor Any person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business,provided that: 1.The coverage granted by this paragraph does not apply to: a.bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b.any express warranty unauthorized by the Named Insured; c.any physical or chemical change in any product made intentionally by such person or organization; d.repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e.any failure to make any inspections,adjustments,tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.demonstration,installation,servicing or repair operations,except such operations performed at such person or organization’s premises in connection with the sale of a product; g.products which,after distribution or sale by the Named Insured,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for such person or organization;or h.bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d.or f.above;or (2)such inspections,adjustments,tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This Paragraph J.does not apply to any insured person or organization,from whom the Named Insured has acquired such products,nor to any ingredient,part or container,entering into,accompanying or containing such products. 7015404223CNA74872XX(1-15)Policy No: 9Page4of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT Technology General Liability Extension Endorsement 3.This Paragraph J.also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part;nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K.Other Person Or Organization /Your Work Any person or organization who is not an additional insured under Paragraphs A.through J.above.Such additional insured is an Insured solely for bodily injury,property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part;nor 2.for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a.this Coverage Part provides such coverage; b.the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage;and c.the bodily injury or property damage results from your work that is the subject of the written contract or agreement,and such work has not been excluded by endorsement to this Coverage Part. 2.ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance,then this insurance is primary,and the Insurer will not seek contribution from that other insurance.For the purpose of this Provision 2.,the additional insured's own insurance means insurance on which the additional insured is a named insured. B.With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K.of this endorsement,the following sentence is added to the paragraph above: Otherwise,and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3.BODILY INJURY –EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury,sickness or disease sustained by a person,including death,humiliation,shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4.BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit Condition is amended to add the following provisions: A.BROAD KNOWLEDGE OF OCCURRENCE 7015404223CNA74872XX(1-15)Policy No: 9Page5of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 2 3 7 0 1 5 4 0 4 2 2 3 5 5 9 8 CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer’s authorized representative notice of an occurrence, offense or claim only when the occurrence,offense or claim is known to a natural person Named Insured,to a partner,executive officer,manager or member of a Named Insured,or to an employee designated by any of the above to give such notice. B.NOTICE OF OCCURRENCE The Named Insured’s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence,offense or claim and that failure is solely due to the Named Insured’s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part.However, the Named Insured shall give written notice of such occurrence,offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim. 5.BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3.Pursuant to the limitations described in Paragraph 4.below,any organization in which a Named Insured has management control: a.on the effective date of this Coverage Part;or b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured,provided that there is no other similar liability insurance,whether primary, contributory,excess,contingent or otherwise,which provides coverage to such organization,or which would have provided coverage but for the exhaustion of its limit,and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership or joint venture;or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision,and of this endorsement’s JOINT VENTURES /PARTNERSHIP /LIMITED LIABILITY COMPANIES provision,management control means: A.owning interests representing more than 50%of the voting,appointment or designation power for the selection of a majority of the Board of Directors of a corporation,or the members of the management board of a limited liability company;or B.having the right,pursuant to a written trust agreement,to protect,control the use of,encumber or transfer or sell property held by a trust. 4.With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3.above,this insurance does not apply to: a.bodily injury or property damage that first occurred prior to the date of management control,or that first occurs after management control ceases;nor b.personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5.The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba)as any Named Insured should choose to employ. 7015404223CNA74872XX(1-15)Policy No: 9Page6of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT Technology General Liability Extension Endorsement 6.ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates,heirs,legal representatives and spouses of any natural person Insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives,and spouses only for claims arising solely out of their capacity or status as such and,in the case of a spouse,where such claim seeks damages from marital community property,jointly held property or property transferred from such natural person Insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative,or spouse outside the scope of such person's capacity or status as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’acts,errors or omissions in the conduct of the Named Insured’s business. 7.EXPECTED OR INTENDED INJURY –EXCEPTION FOR REASONABLE FORCE Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured.This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured,or chartered by or for the Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. 9.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose,and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act,error,or omission that is part of the occurrence; and B.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: 7015404223CNA74872XX(1-15)Policy No: 9Page7of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 2 3 7 0 1 5 4 0 4 2 2 3 5 5 9 9 CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured’s actual or alleged liability under any oral or written contract or agreement,including but not limited to express warranties or guarantees. iii.add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination,humiliation or harassment,that includes but shall not be limited to claims based on an individual’s race,creed,color,age,gender,national origin,religion,disability,marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest,criminal or malicious act,error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare,Medicaid,Tricare or any similar federal,state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C.DEFINITIONS is amended to: i.add the following definitions: Health care incident means an act,error or omission by the Named Insured’s employees or volunteer workers in the rendering of: a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages,medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. 7015404223CNA74872XX(1-15)Policy No: 9Page8of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT Technology General Liability Extension Endorsement ii.delete the definition of occurrence and replace it with the following: Occurrence means a health care incident.All acts,errors or omissions that are logically connected by any common fact,circumstance,situation,transaction,event,advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: •the Named Insured’s employees are Insureds with respect to: (1)bodily injury to a co-employee while in the course of the co-employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business;and (2)bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. •the Named Insured’s volunteer workers are Insureds with respect to: (1)bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured’s business;and (2)bodily injury to an employee while in the course of the employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs (a),(b),(c)and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c.add the following: Insured does not include any physician while acting in his or her capacity as such. D.The Other Insurance condition is amended to delete Paragraph b.(1)in its entirety and replace it with the following: Other Insurance b.Excess Insurance (1)To the extent this insurance applies,it is excess over any other insurance,self insurance or risk transfer instrument,whether primary,excess,contingent or on any other basis,except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10.JOINT VENTURES /PARTNERSHIP /LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: •the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations;nor •the conduct of a current or past limited liability company in which a Named Insured’s interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer,partner,or member of such a limited liability company,and such joint venture,partnership or limited liability company terminated prior to or during the policy period,then such 7015404223CNA74872XX(1-15)Policy No: 9Page9of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 2 3 7 0 1 5 4 0 4 2 2 3 5 6 0 0 CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture,partnership or limited liability company but only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date,and the personal and advertising injury arising out of such offense,first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date;and c.there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. 11.LEGAL LIABILITY –DAMAGE TO PREMISES A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6)of the Damage to Property exclusion and replace it with the following: Paragraphs (1),(3)and (4)of this exclusion do not apply to property damage (other than damage by fire, lightning,explosion,smoke or leakage from automatic fire protective systems)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner,nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through n.do not apply to damage by fire,lightning,explosion,smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner,nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C.LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit)and replace it with the following: 6.Subject to Paragraph 5.above,(the Each Occurrence Limit),the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner;and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000.unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D.The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii),and replace it with the following: (ii)That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner;or for personal property of others in the Named Insured’s care,custody or control; E.This Provision 11.does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 7015404223CNA74872XX(1-15)Policy No: 9Page10of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT Technology General Liability Extension Endorsement 12.MEDICAL PAYMENTS A.LIMITS OF INSURANCE is amended to delete Paragraph 7.(the Medical Expense Limit)and replace it with the following: 7.Subject to Paragraph 5.above (the Each Occurrence Limit),the Medical Expense Limit is the most the Insurer will pay under Coverage C –Medical Payments for all medical expenses because of bodily injury sustained by any one person.The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:;or (2)the amount shown in the Declarations for Medical Expense Limit. B.Under COVERAGES,the Insuring Agreement of Coverage C –Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident;and 13.NON-OWNED AIRCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured,provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained,paid crew to the Named Insured;and 3.the aircraft is not being used to carry persons or property for a charge. 14.NON-OWNED WATERCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete subparagraph (2)of the exclusion entitled Aircraft,Auto or Watercraft,and replace it with the following. This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured,provided the watercraft is: (a)less than 75 feet long;and (b)not being used to carry persons or property for a charge. 15.PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION A.Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: •Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: 7015404223CNA74872XX(1-15)Policy No: 9Page11of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 2 3 7 0 1 5 4 0 4 2 2 3 5 6 0 1 CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured;or (b)any executive officer,director,stockholder,partner,member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2.add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale,rental,lease or sub-lease or prospective sale,rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. Notwithstanding the above,there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from •Provision 1.ADDITIONAL INSURED of this endorsement;or •attachment of an additional insured endorsement to this Coverage Part. 16.PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY A.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)that the Insured would have in the absence of the contract or agreement;or (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract.Solely for the purpose of liability assumed in an insured contract,reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a)liability to such party for,or for the cost of,that party's defense has also been assumed in such insured contract;and (b)such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. 7015404223CNA74872XX(1-15)Policy No: 9Page12of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT Technology General Liability Extension Endorsement B.Solely for the purpose of the coverage provided by this paragraph,DEFINITIONS is amended to delete the definition of insured contract in its entirety,and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest,detention or imprisonment.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C.Solely for the purpose of the coverage provided by this paragraph,the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B: 1.Paragraph 2.d.is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met,attorneys fees incurred by the Insurer in the defense of that indemnitee,necessary litigation expenses incurred by the Insurer,and necessary litigation expenses incurred by the indemnitee at the Insurer’s request will be paid as defense costs.Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement),such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D.This PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17.PROPERTY DAMAGE –ELEVATORS A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3),(4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE –ELEVATORS Provision,the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000.limit. 19.PROPERTY DAMAGE -PATTERNS MOLDS AND DIES Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete subparagraphs (3)and (4)of the Exclusion entitled Damage to Property,but only with respect to patterns,molds or dies that are in the care,custody or control of the Insured,and only if such patterns, molds or dies are not being used to perform operations at the time of loss.A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE -PATTERNS MOLDS AND DIES coverage,and this limit: 7015404223CNA74872XX(1-15)Policy No: 9Page13of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 2 3 7 0 1 5 4 0 4 2 2 3 5 6 0 2 CNA PARAMOUNT Technology General Liability Extension Endorsement A.is included within the General Aggregate Limit as described in LIMITS OF INSURANCE;and B.applies excess over any valid and collectible property insurance available to the Insured,including any deductible applicable to such insurance;the Other Insurance condition is changed accordingly. 20.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 21.WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured’s ongoing operations;or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part;and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. 7015404223CNA74872XX(1-15)Policy No: 9Page14of14EndorsementNo: VALLEY FORGE INSURANCE COMPANY 08/27/2021EffectiveDate: UNIGUEST HOLDINGS INCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. WC 7 15404254 Endorsement No: 7; Page: 1 of 1 Policy Page: 184 of 267 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: WC 00 03 13 (04-1984) Endorsement Effective Date: Policy No: Policy Effective Date: 08/27/2021Endorsement Expiration Date: Copyright 1983 National Council on Compensation Insurance. Cupertino & Uniguest Professional Consultant Agreement Final Audit Report 2022-08-12 Created:2022-08-12 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAOKQnYq8Zim-W_Vt9SRQwDLrrOBY7vVlh "Cupertino & Uniguest Professional Consultant Agreement" Hist ory Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-12 - 0:07:07 AM GMT- IP address: 69.181.110.140 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-08-12 - 0:13:47 AM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2022-08-12 - 0:13:58 AM GMT- IP address: 69.181.110.140 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-08-12 - 0:15:02 AM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Michael Woo (michaelw@cupertino.org) for approval 2022-08-12 - 0:15:05 AM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2022-08-12 - 0:26:16 AM GMT- IP address: 104.47.73.126 Document approved by Michael Woo (michaelw@cupertino.org) Approval Date: 2022-08-12 - 0:26:52 AM GMT - Time Source: server- IP address: 73.189.58.134 Document emailed to mike.quigley@uniguest.com for signature 2022-08-12 - 0:26:54 AM GMT Email viewed by mike.quigley@uniguest.com 2022-08-12 - 3:34:52 AM GMT- IP address: 73.213.215.14 Signer mike.quigley@uniguest.com entered name at signing as Michael Quigley 2022-08-12 - 5:27:37 PM GMT- IP address: 73.213.215.14 Document e-signed by Michael Quigley (mike.quigley@uniguest.com) Signature Date: 2022-08-12 - 5:27:38 PM GMT - Time Source: server- IP address: 73.213.215.14 Document emailed to christopherj@cupertino.org for signature 2022-08-12 - 5:27:41 PM GMT Email viewed by christopherj@cupertino.org 2022-08-12 - 5:36:41 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-12 - 5:36:55 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-12 - 5:36:57 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2022-08-12 - 5:36:59 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2022-08-12 - 5:42:03 PM GMT- IP address: 104.47.73.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2022-08-12 - 5:43:56 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-12 - 5:43:59 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-12 - 6:53:28 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-12 - 6:53:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2022-08-12 - 6:53:35 PM GMT