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23-024 Startup Space LLC for Administration of Business ContinuityAdministration of Business Continuity Grant Program - Startup Space 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 Startup Space LLC (“Contractor”), a Corporation for Administration of Business Continuity Grant Program, 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 December 31, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 31, 2024. 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 $20,000.00 (“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 Administration of Business Continuity Grant Program - Startup Space 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 b y 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 remit 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. Administration of Business Continuity Grant Program - Startup Space 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 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 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 mus t 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 Administration of Business Continuity Grant Program - Startup Space Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 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, 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 Administration of Business Continuity Grant Program - Startup Space Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 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 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. Administration of Business Continuity Grant Program - Startup Space Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 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 Tina Kapoor 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 David Ponraj as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be 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 Administration of Business Continuity Grant Program - Startup Space Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 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 ever y kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will 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 Administration of Business Continuity Grant Program - Startup Space Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 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: Tina Kapoor Email: tinak@cupertino.org To Contractor: Startup Space LLC 2054 Heidelberg Ave. Dunedin, FL 34698 Attention: David Ponraj Email: davidponraj@eicatalyst.com 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 David Ponraj CEO Mar 6, 2023 Pamela Wu City Manager Apr 3, 2023 Administration of Business Continuity Grant Program - Startup Space Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Apr 4, 2023 Exhibit A SCOPE OF WORK Startup Space LLC will perform the following services (collectively the “Services”) on behalf of the City: 1. Collaborate with City and the Enterprise Foundation on criteria for creation of multiple continuity grants with approximately $400,000 to be disbursed to small businesses in the City of Cupertino. 2. Design in-take applications and eligibility criteria on Startup Space for the grants. 3. Support marketing efforts to share funding opportunities with small businesses in the City of Cupertino through website, social media, and press releases. 4. Provide direct assistance to small businesses in the application process, answer questions, and provide customer support to ensure timely support to fill out and submit applications. 5. Work with the Enterprise Foundation to ensure that the grant funds are disbursed to the right businesses in the community. 6. Track real time metrics around number of applications submitted, incomplete applications and share with City Economic Development Division. 7. Review applications, rate and rank applicants based on the quality of the submission and ensure eligibility criteria are met. 8. Provide list of awardees with award communication template to City Economic Development Division and Enterprise Foundation for payments to small businesses with contact information. 9. Track ongoing success of the program, reach out to small businesses awardees to gather data on utilization of funds and measure impact on community. Exhibit B SCHEDULE OF PERFORMANCE Task Timeline/Completion Date 1. Meet with city staff to develop grant program 3/1/23 – 3/15/23 2. Design in-take applications and eligibility criteria 3/15/23 – 3/30/23 3. Launch marketing efforts to share information of funding opportunities 4/1/23 – 8/31/23 4. Provide direct assistance to small businesses in the application process 4/1/23 – 12/31/24 5. Ensure grant funds are disbursed to the right businesses 5/1/23 – 12/31/24 6. Track real time metrics of application submissions and rejections 5/1/23 – 12/31/24 7. Review applications and ensure eligibility criteria are met 5/1/23 – 12/31/24 8. Provide awardee information to process approved grant payments 5/1/23 – 12/31/24 9. Track ongoing success of the program 5/1/23 – 12/31/24 10. Summarize and share program data and statistics with City staff 10/1/23 – 12/31/24 Exhibit C COMPENSATION Fees: Consultant will charge administrative fee of 5% of the total grant amount. This compensation will not exceed $20,000. 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. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/05/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS 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). PRODUCER NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 925-3137 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698-2332 INSURER A : Hartford Underwriters Insurance Company 30104 INSURER B : Hartford Fire Insurance Company 19682 INSURER C : Hartford Casualty Insurance Company 29424 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY X 76 SBU AT4X1U 08/04/2022 08/04/2023 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 76 SBU AT4X1U 08/04/2022 08/04/2023 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 76 WEG AT5AEC 08/04/2022 08/04/2023 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B FailSafe Technology Errors or Omissions Liability 76 SBU AT4X1U 08/04/2022 08/04/2023 Each Wrongful Act Aggregate Limit $1,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. CERTIFICATE HOLDER CANCELLATION The City of Cupertino, its City Council officers, officials, employees, agents, servants and volunteers 10300 TORRE AVE CUPERTINO CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Policy Change: Business Owner’s Policy Form SC 00 06 10 18 Page 1 of 3 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy Number:76 SBU AT4X1U Policy Period:08/04/2022 to 08/04/2023 Named Insured and Mailing Address: STARTUP SPACE LLC, Economic Impact Catalyst, 2054 HEIDELBERG AVE, DUNEDIN, FL 34698-2332 Policy Change Number:1 Policy Change Effective Date:08/08/2022, Effective hour is the same as stated in the Declarations Page of the Policy. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford One Hartford Plaza, Hartford, CT 06155 Name of Agent/Broker: NUTMEG INS AGENCY INC/PHS 8711 UNIVERSITY DRIVE EAST CHARLOTTE, NC 28213 Code:76210775 Coverage Parts Affected: Liability Common This is NOT a bill.However,any changes in your premium will be reflected in your next billing statement.You will receive a separate bill from The Hartford.If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts. As a result of the changes described herein, there is an additional premium in the amount of:$24 *Price is subject to fees and surcharges Countersigned by:08/08/2022 Authorized Representative Date Policy Change: Business Owner’s Policy Form SC 00 06 10 18 Page 2 of 3 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) The following Additional Insured has been added as an Additional Insured - Designated Person or Organization. Additional Insured Name Cupertino CITY HALL , 10300 Torre Avenue, CUPERTINO, CA 95014 Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART SC 00 06 10 18 POLICY CHANGE Common SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION Liability Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART SC 00 02 10 18 SPECTRUM SUPPLEMENTAL SCHEDULE OF AUDITABLE COVERAGES Common Premium associated with this Policy Change has pro rata factor 0.989. Fees and Surcharges Form SC 00 06 10 18 Page 3 of 3 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) States laws and regulations may require you to pay taxes, fees, surcharges or other costs.We’ve listed those charges impacted by the changes made to your policy below. DESCRIPTION COST Florida Fire (College) Marshal $0.02 2022-1 FIGA Assessment Surcharge $0.48 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 00 02 10 18 Page 1 of 2 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) SPECTRUM SUPPLEMENTAL SCHEDULE OF AUDITABLE COVERAGES This schedule reflects only those classes and/or coverages that are subject to audit. POLICY NUMBER:76 SBU AT4X1U Revised:08/08/2022 Entries herein,except as specifically provided elsewhere in this policy,do not modify any of the other provisions of this policy. Auditable Coverage Description: LOC 1, BLDG 1: 2054 HEIDELBERG AVEDUNEDIN,FL 34698-2332 Class Code: 11171 Class Code Description: Software, Internet, Application & Web Design Coverage Description Rating Basis Exposure Final Rate Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 LOC 1, BLDG 1: 2054 HEIDELBERG AVEDUNEDIN,FL 34698-2332 Class Code: 11171 Class Code Description: Software, Internet, Application & Web Design Coverage Description Rating Basis Exposure Final Rate Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 00 02 10 18 Page 2 of 2 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) Coverage Description Rating Basis Exposure Final Rate Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 42 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Designated Person Or Organization a.The person(s)or organization(s)shown in the Declarations as Additional Insured –Designated Person Or Organization 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: (1)In the performance of your ongoing operations; or (2)In connection with your premises owned by or rented to you. b.If coverage provided to these additional insureds is required by a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision,the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. c.The insurance afforded to these additional insureds only applies to the extent permitted by law. B.With respect to the insurance afforded such additional insured(s)by this endorsement,the following additional exclusion is added to Section B. EXCLUSIONS: This insurance does not apply to “bodily injury”or “property damage”included within the “products-completed operations hazard”. WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 August 5, 2022 The City of Cupertino, its City Council officers, officials, employees, agents, servants and volunteers 10300 TORRE AVE CUPERTINO CA 95014 Account Information: Policy Holder Details :STARTUP SPACE LLC Contact Us Need Help? Start a live chat online or call us at (866) 467-8730. We’re here weekdays from 8:00 AM to 8:00 PM ET. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 August 8, 2022 The City of Cupertino, its City Council officers, officials, employees, agents, servants and volunteers 10300 TORRE AVE CUPERTINO CA 95014 Account Information: Policy Holder Details :STARTUP SPACE LLC Contact Us Need Help? Start a live chat online or call us at (866) 467-8730. We’re here weekdays from 8:00 AM to 8:00 PM ET. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/08/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS 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). PRODUCER NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 925-3137 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698-2332 INSURER A : Hartford Casualty Insurance Company 29424 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A X 76 WEG AT5AEC 08/04/2022 08/04/2023 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION The City of Cupertino, its City Council officers, officials, employees, agents, servants and volunteers 10300 TORRE AVE CUPERTINO CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD ACORD 101 (2014/01)© 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC# : ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NUTMEG INS AGENCY INC/PHS NAMED INSURED STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698-2332 POLICY NUMBER SEE ACORD 25 CARRIER SEE ACORD 25 NAIC CODE EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER:ACORD 25 FORM TITLE:CERTIFICATE OF LIABILITY INSURANCE Blanket Waiver of Subrogation applies in favor of the Certificate Holder per the Waiver of Our Right to Recover from Others Endorsement WC000313, attached to this policy. SCPHS015 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 August 8, 2022 STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698 Policy Information: Policy Number:76 WEG AT5AEC Contact Us Visit https://business.thehartford.com 24/7 access to pay bills, view policy documents, get your certificate of insurance and more. Need Help?Start a live chat online or call us at (888) 925-3137.We’re here weekdays from 8:00 AM to 8:00 PM ET INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy.Please review it at your convenience.If you have questions or need to make further changes, Please contact us. Thank you for allowing us to service your business needs. Sincerely, Your Hartford Service Team THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 99 00 06 A (1)Printed in U.S.A.Page 1 Process Date:08/08/22 Policy Expiration Date:08/04/23 CHANGE IN INFORMATION PAGE INSURER:Hartford Casualty Insurance Company NCCI Company Number:14397 Audit Period:ANNUAL Policy Effective Date:08/04/22 Policy Expiration Date:08/04/23 Policy Number:76 WEG AT5AEC Endorsement Number:2 Effective Date:08/08/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698 FEIN Number:83-0709571 Producer Name:NUTMEG INS AGENCY INC/PHS Producer Code:76210775 It is agreed that the policy is amended as follows: This is NOT a bill.However, any changes in your premium will be reflected in your next billing statement.You will receive a separate bill from The Hartford. In consideration of no change in premium, it is agreed that: Policy is amended to add the following condition(s): Waiver of Our Right to Recover from Others Endorsement Policy is amended to delete the following condition(s): Waiver of Our Right to Recover from Others Endorsement Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. WC000313 WC990006A(.1P) WC990006A(.2) CHANGE IN INFORMATION PAGE (Continued) Policy Number: 76 WEG AT5AEC SCHEDULE IT IS AGREED THAT THE POLICY IS AMENDED AS FOLLOWS: CLASS CODE NUMBER AND DESCRIPTION ESTIMATED TOTAL ANNUAL REMUNERATION RATES PER 100 OF REMUNERATION ESTIMATED ANNUAL PREMIUMS Form WC 99 00 06 A (1)Printed in U.S.A.Page 2 Process Date:08/08/22 Policy Expiration Date:08/04/23 FL Total State Summary Waiver charge 0.00 250 Waiver charge 0.00 0.020000 -250 Florida Total Cost 0 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date:08/08/22 Policy Expiration Date:08/04/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number:76 WEG AT5AEC Endorsement Number:2 Effective Date:08/08/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE City of Cupertino 10300 Torre Avenue, Cupertino, CA 95014-3202 001 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY EMBROKER 08/05/2022 Embroker Insurance Services LLC 24 Shotwell Street San Francisco, CA, 94103 8444362765 certificates@embroker.com Startup Space LLC 2054 Heidelberg Ave Dunedin, FL, 34698 CLEAR BLUE SPECIALTY INS CO 37745 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Ave Cupertino, CA, 95014 CLEAR BLUE SPECIALTY INS CO, NAIC# 37745 Technology And Media Errors And Omissions - AX01-5180-01, 08/05/2022 - 08/05/2023 Aggregate $1,000,000.00 Evidence of Coverage Administration of Business Continuity Grant Program - Startup Space Final Audit Report 2023-04-04 Created:2023-03-06 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAmzfHjfjTgZQB72HSVBd6P7DOLm--wwqp "Administration of Business Continuity Grant Program - Startup Space" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-03-06 - 6:39:36 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-03-06 - 6:41:42 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-03-06 - 6:43:45 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to davidponraj@eicatalyst.com for signature 2023-03-06 - 6:43:47 PM GMT Email viewed by davidponraj@eicatalyst.com 2023-03-06 - 7:10:27 PM GMT- IP address: 74.125.210.105 Signer davidponraj@eicatalyst.com entered name at signing as David Ponraj 2023-03-06 - 7:11:16 PM GMT- IP address: 47.205.211.87 Document e-signed by David Ponraj (davidponraj@eicatalyst.com) Signature Date: 2023-03-06 - 7:11:18 PM GMT - Time Source: server- IP address: 47.205.211.87 Document emailed to christopherj@cupertino.org for signature 2023-03-06 - 7:11:20 PM GMT Email viewed by christopherj@cupertino.org 2023-03-06 - 7:11:35 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-03-06 - 7:11:50 PM GMT- IP address: 136.24.22.111 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-03-06 - 7:11:52 PM GMT - Time Source: server- IP address: 136.24.22.111 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-03-06 - 7:11:54 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-03-07 - 1:49:15 AM GMT- IP address: 64.165.34.3 Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-04-04 - 0:27:12 AM GMT- IP address: 104.47.73.254 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-04-04 - 0:27:38 AM GMT - Time Source: server- IP address: 76.102.0.7 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-04-04 - 0:27:39 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-04-04 - 0:28:54 AM GMT- IP address: 104.28.111.136 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-04-04 - 10:58:53 PM GMT - Time Source: server- IP address: 67.188.176.248 Agreement completed. 2023-04-04 - 10:58:53 PM GMT Names and email addresses are entered into the Acrobat Sign service by Acrobat Sign users and are unverified unless otherwise noted.