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20-075 Amendment #2 dated 9-20-22 to Community Climate Solutions
1 SECOND AMENDMENT TO AGREEMENT 20-075 BETWEEN THE CITY OF CUPERTINO AND COMMUNITY CLIMATE SOLUTIONS FOR CLIMATE & SUSTAINABILITY ENGAGEMENT PLATFORM This Second Amendment to Agreement 20-075 between the City of Cupertino and Community Climate Solutions is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Community Climate Solutions (“Contractor”) whose address is 3790 El Camino Real #364, Palo Alto, CA 94306, and is made with reference to the following: RECITALS: A. On June 30, 2020, Agreement 20-075 (“Agreement”) was entered into by and between City and Contractor for Climate & Sustainability Engagement platform. B. On July 2, 2021, City and Software Provider entered into a First Amendment to the Agreement 20-075. The Original Agreement and First Amendment are collectively referred to hereafter as the “Agreement.” C. City and Software Provider desire to continue Consultant’s services to the City under the Agreement, and hereby affirm their intent that it remains in full force and effect as amended and restated by this Second Amendment. D. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph D of the Agreement is modified to read as follows: Initial Service Term. 7 Years 2. Paragraph E of the Agreement is modified to read as follows: Fees. Fees are due and payable upon contract signing. One- Time Implementation (Set- up) Fee. Waived. Annual Service Fee. $ 6,000 One-time discounted $ 4,000 renewal option for Year 2. Milestone Amount FY22 $6,000 FY23 $6,000 FY24 $6,000 FY25 $6,000 FY26 $6,000 Total $30,000 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date COMMUNITY CLIMATE SOLUTIONS By Title Date EXPENDITURE DISTRIBUTION Item Amount Original Agreement $6,000 First Amendment $4,000 Second Amendment $30,000 Total $40,000 Lisa Altieri President Sep 20, 2022 Christopher D. Jensen Acting CTO Sep 20, 2022 Sep 20, 2022 Contract No. ________ Page 1 of 2 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1.MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. Automobile Liability ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Page 2 of 3 Contract No. ________ Page 3 of 3 4. SUBCONTRACTORS Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. 5.HIGHER INSURANCE LIMITS If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider . 6.ADEQUACY OF COVERAGE City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/12/2022 20702 Community Climate Solutions 3790 El Camino Real #364 Palo Alto, CA 94306 25674 22667 A 1,000,000 X X TECCAD954854801X 6/17/2022 6/17/2023 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A X TECCAD954854801X 6/17/2022 6/17/2023 B X UB3R200912 8/24/2022 8/24/2023 1,000,000 1,000,000 1,000,000 C Cyber/Network Liab D95358433 4/22/2022 Aggregate 2,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is an additional insured with regards to the General and Cyber Liability coverage as per written contract. Community Climate Solutions is agreeing not to pursue legal rights against The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers. Waiver of Subrogation applies. City of Cupertino 10300 Torre Ave Cupertino, CA 95014 COMMCLI-01 KRODGERS AP Intego Insurance Group, LLC 1601 Trapelo Rd Suite 280 Waltham, MA 02451 support@apintego.com ACE Fire Underwriters Insurance Company Travelers Property Casualty Company Of America Ace American Insurance Company X 4/22/2023 X X X X X PF-48238 (02/19)Page 1 of 1 ADDITIONAL INSURED – BLANKET PURSUANT TO A CONTRACT – DIGITECH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: 1.It is agreed that Section II, Definitions, the definition of Insured paragraph 6 is deleted and replaced with the following: 6.any natural person or entity for whom an Organization is required by written contract or agreement to provide insurance coverage under this Policy (hereinafter “Additional Insured”), but only with respect to Claims: a.arising out of any Incident committed after the Organization and the Additional Insured entered into such written contract or agreement; b.for any Incident committed by, on behalf of, or at the direction of the Organization; and c.subject to the lesser of the limits of insurance required by such written contract or agreement between the Organization and the Additional Insured, or the applicable Limits of Insurance of this Policy. However, no natural person or entity shall be an Additional Insured with respect to any Claim arising solely out of such natural person’s or entity’s independent act, error, or omission. In the event of a disagreement between the Named Insured and the natural person or entity as to whether the Claim arises solely out of such natural person’s or entity’s independent act, error, or omission, it is agreed that the Insurer shall abide by the determination of the Named Insured on this issue, and such determination shall be made by the Named Insured within 20 days of the notification to the Insurer of the applicable Claim. 2. Section XII, Other Insurance, is amended by deleting the term “Technology Incident” and replacing it with the term “Incident”. All other terms, conditions and limitations of this Policy shall remain unchanged. BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other Insurance of Section III – Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 1 of 11 BUSINESSOWNERS LIABILITY EXTENSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments – Bail Bonds And Bonds To Appeal Judgments – No Sublimit 2 Medical Expenses – Three Years To Report Expenses 2 Non-Owned Watercraft Under 55 Feet 2 Non-Owned Aircraft 2 Damage To Property – Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured – Employees (Including For CPR and First Aid) And Volunteer Workers 3 Additional Insured – Lessor Of Leased Equipment 4 Additional Insured – Managers Or Lessors Of Premises 4 Additional Insured - Vendors 5 Additional Insured – Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You – $1,000,000 7 Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9 Bodily Injury, Including Resulting Mental Anguish 9 Coverage Territory, Limited Worldwide 10 Unintentional Failure To Disclose Hazards 10 Other Insurance, Including Primary Provision 10 Waiver Of Subrogation Required By Contract 12 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A.SUPPLEMENTARY PAYMENTS – BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension – Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b)The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. (c)The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 2 of 11 B.MEDICAL EXPENSES – THREE YEARS TO REPORT EXPENSES In Section II – Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and C.NON-OWNED WATERCRAFT UNDER 55 FEET In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 55 feet long; and (b)Not being used to carry persons or property for a charge; D.NON-OWNED AIRCRAFT In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft, Auto or Watercraft in Section II – Liability: This exclusion does not apply to an aircraft you do not own provided: 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.It is rented with a trained, paid crew; and 3.It does not transport persons or cargo for a charge. E.DAMAGE TO PROPERTY - EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F.WHO IS AN INSURED - SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: 1.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 3 of 11 2.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G.WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2.Each of the following is also an insured: a.Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no “employee” is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or to any co-“employee” while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b)To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above. With respect to “bodily injury” only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, “executive officers”, partners or supervisors as insureds. The limitations also do not apply to your “employees” as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”. (2)"Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or by any of your “employees”. This limitation does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner. b.Your “volunteer workers”, but only while acting within the scope of their activities for you and at your direction. H.ADDITIONAL INSUREDS In Section II - Liability, Paragraph C. Who is an Insured, the following is added: 2.Each of the following is also an insured: LESSOR OF LEASED EQUIPMENT BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 4 of 11 e.Any person or organization from whom you lease equipment, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. MANAGERS OR LESSORS OF PREMISES f.Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any “occurrence” that takes place after you cease to be a tenant in such premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g.Any person or organization who is a vendor of “your products”, but only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. However: (1)The insurance afforded to such vendor only applies to the extent permitted by law; and (2)If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 5 of 11 With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1)This insurance afforded the vendor does not apply to: (a)“Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (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 such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Subparagraph (d) or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: (1)Required by the contract or agreement; or (2)Available under the applicable Limits Of Insurance shown in the Declarations; BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 6 of 11 whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h.Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1)To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2)For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1)That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2)With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C. Who Is An Insured: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. However, no person or organization is an insured with respect to the: a.Ownership, maintenance or use of any assets; or b.Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1)“Bodily injury” or “property damage” that occurred; or (2)“Personal and advertising injury” arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 7 of 11 The most we will pay on behalf of such person or organization is the amount of insurance: (1)Required by the contract or agreement; or (2)Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. I.DAMAGE TO PREMISES RENTED TO YOU – $1,000,000 In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3.Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4.Aggregate Limits The most we will pay for: a.All “bodily injury” and “property damage” that is included in the “products-completed operations hazard” is twice the Liability and Medical Expenses limit. b.All: (1)“Bodily injury” and “property damage” except damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard”; (2)Plus medical expenses; (3)Plus all “personal and advertising injury” caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II – Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. J.PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 8 of 11 1.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and “property damage” caused by "occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": a.A separate Location General Aggregate Limit will apply to each "location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b.The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability, except in connection with "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1)Insureds; (2)Claims made or "suits" brought; or (3)Persons or organizations making claims or bringing "suits". c.Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that "location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other "location”. d.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location". a.Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b.Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single "location". 3.Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined sum of amounts described above, regardless of the number of “locations”. 4.Any payments we make for "bodily injury" or "property damage" included in the “products-completed operations hazard” will reduce the Products-Completed Operations Aggregate Limit regardless of the number of "locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location.” 5.As used in this endorsement, “location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6.The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 9 of 11 K.KNOWLEDGE/NOTICE OF OCCURRENCE In Section II - Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following: e.Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute knowledge by the insured, unless an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee knows about such “occurrence” or offense. Failure of an agent or “employee” of the insured, other than an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee, to notify us of an “occurrence” or offense that such person knows about will not affect the insurance afforded to you. f.If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. L.BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is deleted and replaced with the following: 3."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease; sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or disease. M.COVERAGE TERRITORY, LIMITED WORLDWIDE In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4."Coverage territory" means all parts of the world. However, “coverage territory” does not include any: a.“Bodily injury” or “property damage” that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured’s responsibility to pay damages is determined by a “suit” on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b.Injury or damage in connection with any “suit” brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 10 of 11 N.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III – Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an “employee” of the insured to disclose a hazard or other material information will not violate this condition, unless an “executive officer” (whether or not an “employee”) of any insured knows about such hazard or other material information. . O.OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III – Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1.Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2.Excess Insurance a.This insurance is excess over: (1)Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for “your work”; (b)That is insurance that applies to “property damage” to premises rented to you or temporarily occupied by you with permission of the owner; or (c)If the loss arises out of aircraft, “autos” or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2)Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b.When this insurance is excess, we will have no duty to defend the insured against any “suit” if any other insurer has a duty to defend the insured against that “suit.” If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers. c.When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 11 of 11 (2)The total of all deductible and self-insured amounts under all that other insurance. d.We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. P.WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III – Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2.Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured’s rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce them. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS EMPLOYERS LIABILITY POLICY ENDORSEMENT-CALIFORNIA WORKERS COMPENSATION ENDORSEMENT WC 04 03 06 (01) – POLICY NUMBER: AND UB-3R200912-22-42-G 002 ONE TOWER SQUAREHARTFORD CT 06183 JOB DESCRIPTION REMOTE SUPPORT FOR PROGRAM We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 5.00% OF THE CALIFORNIA WORKERS' COMPENSATION PREMIUM OTHERWISE DUE ON SUCH REMUNERATION. PERSON OR ORGANIZATION SCHEDULE THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS PageDATE OF ISSUE:ST ASSIGN:of 107-08-22 1 POLICY NUMBER: D954854801X BUSINESSOWNERS BP 04 48 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE BP 04 48 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Section II – Liability is amended as follows: A.The following is added to Paragraph C. Who Is An Insured: 3.Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. Name Of Additional Insured Person(s) Or Organization(s): City of Chula Vista Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Second Amendment to Community Climate Solutions Final Audit Report 2022-09-20 Created:2022-09-20 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA0lcgpwJPz0oG6qoGAjAcofedUF_x_A_1 "Second Amendment to Community Climate Solutions" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-09-20 - 2:25:11 AM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-09-20 - 2:28:31 AM GMT Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-09-20 - 2:30:31 AM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-09-20 - 2:30:33 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-09-20 - 3:52:56 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to laltieri@communityclimate.org for signature 2022-09-20 - 3:52:58 PM GMT Email viewed by laltieri@communityclimate.org 2022-09-20 - 4:47:06 PM GMT- IP address: 66.249.80.125 Signer laltieri@communityclimate.org entered name at signing as Lisa Altieri 2022-09-20 - 4:48:03 PM GMT- IP address: 107.136.220.130 Document e-signed by Lisa Altieri (laltieri@communityclimate.org) Signature Date: 2022-09-20 - 4:48:04 PM GMT - Time Source: server- IP address: 107.136.220.130 Document emailed to christopherj@cupertino.org for signature 2022-09-20 - 4:48:07 PM GMT Email viewed by christopherj@cupertino.org 2022-09-20 - 4:56:56 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-09-20 - 4:57:10 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-09-20 - 4:57:12 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Nidhi Mathur (nidhim@cupertino.org) for signature 2022-09-20 - 4:57:14 PM GMT Email viewed by Nidhi Mathur (nidhim@cupertino.org) 2022-09-20 - 9:00:13 PM GMT- IP address: 172.225.89.37 Document e-signed by Nidhi Mathur (nidhim@cupertino.org) Signature Date: 2022-09-20 - 9:07:36 PM GMT - Time Source: server- IP address: 73.231.202.59 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-09-20 - 9:07:38 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-09-20 - 9:16:47 PM GMT- IP address: 104.28.123.106 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-09-20 - 9:16:57 PM GMT - Time Source: server- IP address: 172.225.89.145 Agreement completed. 2022-09-20 - 9:16:57 PM GMT