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23-094 Cumming Management for Project_Construction Management Services and Strategic Advisory Services - signed
Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH CUMMING MANAGEMENT GROUP, INC 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Cumming Management Group, Inc (“Contractor”) a Corporation for Project/Construction Management Services and Strategic Advisory Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City’s Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City’s best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2026 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or 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 within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 2 of 9 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $170,000.00 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 3 of 9 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 and use it only to perform this Agreement. 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. Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 4 of 9 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 must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. 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 Contractors (“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 Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 5 of 9 Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, 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. Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 6 of 9 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 Contractor's employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Susan Michael 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 Katie M. Bipes as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City’s project manager about the status, progress and any delays with the work. City’s written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof 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. Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 7 of 9 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, 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. Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 8 of 9 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Susan Michael Email: SusanM@cupertino.org To Contractor: Cumming Management Group, Inc 475 Sansome St, Suite 770 San Francisco, CA 94111 Attention: Katie M. Bipes Email: Katie.Bipes@cumming-group.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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] Project/Construction Management Services and Strategic Advisory Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 9 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Title Date CUMMING MANAGEMENT GROUP, INC By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date John Olsson John Olsson Vice President Aug 29, 2023 Christopher D. Jensen Jimmy Tan Assistant Director of Public Works Aug 29, 2023 Aug 29, 2023 Cumming Management Group, Inc. ("Cumming") understands that the City of Cupertino ("City") seeks a consultant team to provide professional services in the realm of project management, cost management, and real estate research and analysis. Cumming is delighted to provide professional services during construction, pre-construction, and development/feasibility phases of the projects at various sites. Cumming and its subconsultants shall provide services under this Master Agreement on an “as needed” basis and only (1) upon written request from City’s Director of Public Works or authorized Agent as defined in this Agreement and (2) as defined in a fully executed Service Order. Services may include scheduling, sustainability advisement, constructibility/peer reviews, and management of construction inspections and testing. Subconsultants Cumming will bring The Concord Group on board as a subconsultant during project pre-construction phases to provide services related to aspects of real estate research, analysis, planning and financing. Cumming will bring ECCR on board as a subconsultant during pre-construction phase and/or construction phase of a project to perform Constructability reviews of project documentation. Other subconsultants may be proposed to the City for consideration. Cumming will include information about their proposed scope of work in writing, within each Service Order/Fee proposal. Description of Services Exhibit A 201 Moffit Blvd. MT. View, CA 94043 Phone: 408-769-6000 cumming-group.com GO/NO-GO ASSESSMENT FOR CITY HALL, CITY HALL ANNEX, AND SPORTS CENTER SITES: A. Initial Market Reconnaissance and Program Opportunities i. Identify the menu of residential product types (market-rate and BMR) compatible with civic uses that are marketable with accompanying top line product positioning and value estimates. ii. Identify housing development options based on market demand, rent levels (market and BMR), unit types and mix, and the City’s program and services required on each parcel. iii. Prepare preliminary financial analysis to determine revenues and value generated by private uses that can be used to offset development and operating costs associated with public uses. iv. Identify a menu of public/private partnership and project delivery approaches (i.e., financial tools and structures) that can be used in the projects. v. Deliverables: i. Briefing Book of key exhibits in a format suitable for inclusion in a Staff Report to Council. vi. Reimbursables: $3,000 total B. Scenario Programming: City Hall Focus i. Refine the programming menu to best fit the economic objectives for the site. ii. Prepare “analogue case studies” to define the master plan vision iii. Perform built product values, net operating income and land value guidance for the various product types and densities considered, leading to alternative development scenarios iv. Provide estimates of proposed alternatives v. Work with City Officials and an architect/planning firm to create initial yield studies to determine “best fit” and three potential development site plan options for the Cupertino Civic Center/City Hall Property, leading to a City Preferred Option. Develop and/or confirm preliminary space needs for City Hall and other public/private uses desired and/or needed in the short term and long-term. This information will effectively serve as the new Master Plan for the City’s Civil Center vi. Meet with Stakeholders to discuss findings and build consensus vii. Work with City staff to coordinate efforts viii. Present findings to City Council ix. Deliverables: i. Summary document of findings, conclusions, and recommended actions ii. City Council Presentation iii. Conceptual estimates for programming options x. Reimburseables: $3,000 total OPTIONAL WORK: C. Stakeholder Engagement i. Identify a stakeholder strategy to successfully bring about consensus to support the preferred alternative(s). ii. Meet with stakeholders to discuss findings and build consensus iii. Work with City staff to coordinate efforts and make presentations to the City Council. iv. Deliverables: i. Focus Group and Public Open House meeting agendas v. Reimbursables – TBD based on approved scope. D. Implementation Strategies & Development i. Implementation strategies and their execution are the heart of successful redevelopments Description of Services: Real Estate Research and Analysis 201 Moffit Blvd. MT. View, CA 94043 Phone: 408-769-6000 cumming-group.com plans. We are specialists in designing implementation strategies that achieve results, guide the next era of investment, activate underutilized properties and public spaces, and provide the energy and soul to communities, creating value for property owners and merchants and sustainable revenues for the local governments and agencies. ii. We will provide specific actionable strategies based on the information and plans completed as part of this proposal. We will seek out public-private partnerships and project delivery approaches to develop new public facilities at lower costs than otherwise achievable under traditional project delivery methods. We will use and access our extensive network of developers in Northern California for this project. iii. Deliverables: i. Due Diligence Checklist ii. Development RFQ/RFP for the City Hall site iii. Draft Project Development Schedule iv. Draft Term Sheet E. Developer Negotiation/Transaction Closing i. We will negotiate preliminary deal terms (Letter of Intent or Memorandum of Understanding) and final purchase and sale/lease/development agreement or other P3 agreement with the preferred developer/tenants. ii. Assist with any closing conditions leading to construction. iii. Continue to meet with the City staff and City Council. F. Architect Procurement and Management i. Prepare an RFP for Architectural services; receive proposals, level bids, and conduct interviews with Architect finalists; recommend award of contract and, in conjunction with City’s legal counsel, negotiate form of agreement. ii. Manage the Architectural team through completion of Phase 1 Master Plan for the Civic Center iii. Work with City staff and make presentations to the City Council iv. Provide Design Management and Estimating for budget development v. Deliverables: i. Architectural Services RFP Preconstruction Phase: Support the City’s Project Manager in the following activities: o Define progress reporting requirements and establish protocol for routine progress meetings, reports, and issue tracking o Meet on site as needed with designers and City, review scope of work, and discuss design and timelines. o Work with designers during design process and review preliminary drawings. o Attend project design team meetings o Distribute meeting minutes as required Budgeting o Refine and formalize project budgets o Prepare budget/operating cash flow projects, including spending projects through all phases o Facilitate value engineering conversations, including developing a VE log o Perform design and estimate review sessions for SD, DD, and 50% CD o Issue monthly budget reports during construction Description of Services: Project Management o Conduct weekly project team meetings o Prepare and distribute meeting minutes 201 Moffit Blvd. MT. View, CA 94043 Phone: 408-769-6000 cumming-group.com Design, Permit, Bidding, and Utilities o Perform design and estimate review sessions for SD, DD, and 50% CD o Engage ECCR as a subconsultant to perform Constructability reviews (based on 80 to 100 pages of plans) o Solicit third party contracts for the projects o Continuously work with A/E as City of Cupertino’s primary point of contact, alongside the City’s Project Manager o Review and prepare bidding documents, and assist in procurement o Work with the City to determine project delivery method o Assist with permitting process for land use and Building permits, as well as other government agency approvals. Architect and General Contractor are responsible for paying and obtaining permits o Coordinate with Utilities for planning and approvals. Coordinate with the City for payment of fees o Assist with the reach out and notify Public Utilities of the pending project o Work with Utilities for planning and approvals. Coordinate payment of fees o Assist the City of Cupertino with reach out to special consultants and testing by third parties o Assist with the preparation of RFQ (prequalification) documents for general contractors o Assist in bid analysis and selection for General Contractor and/or subcontractors o Conduct site visit with Contractors, answer questions and RFI’s o Qualifying Contractor pricing, add value engineering thoughts where possible o Give recommendation to the city for awarding project o Aid Owner in issuing a Notice to Proceed and contract approval Scheduling o Develop preliminary schedule for all the work and discuss with City shareholders o Update schedule with input from A/E and City teams o Review project schedule during design and construction Sustainability and Commissioning o Define goals for project sustainability, energy performance, etc. o Evaluate sustainability goals and opportunities during design o Research and advise of sustainability cost benchmarks and identify potential grant funding or incentives o Reine and formalize project sustainability goals o Evaluate costs associated with identified sustainability benchmark Construction Phase o Define scope, deliverables, and milestones for construction o Define budget, and schedule requirements o Attend weekly City, Architect, and Contractor meetings to track project progress and review any concerns City may have. o Define progress reporting requirements and establish protocol for progress meetings, reports, and issue tracking o Review contractor schedule to identify critical path and opportunities/threats o Manage budget and validate costs o Prepare quality control and quality assurance plan o Ensure commissioning specifications are incorporated into project Description of Services: Project Management Refine and formalize project sustainability goals 201 Moffit Blvd. MT. View, CA 94043 Phone: 408-769-6000 cumming-group.com o Review Contractors safety plan o Identify and facilitate procurement of long lead time equipment/FF&E to avoid delays o Conduct weekly coordination meetings o Prepare and distribute meeting minutes – track follow up on action items o Provide quality assurance to help ensure quality and compliance with the contract o Track progress of construction, including on-site observation o Provide weekly project update reports to the City’s project manager o Continuously liaise with A/E & Contractor o Review and process contractor progress and payment applications o Track progress of construction, including on-site observation o Review test reports and identify areas of non-conformance o Assist Architect in preparation of responses to RFI’s and Coordinate resolution of issues o Track and analyze potential Change order’s o Negotiate change order approvals o Assist with Coordination of Public Utilities work o Monitor schedule, especially for critical path, deliverables, and milestones. o Monitor correspondence, including Architect’s approvals of shop drawings, product data and samples, as well as contractor RFIS. o Analyze and provide recommendations to City on change orders and/or claims if any. o Review Commissioning procedures o Monitor General Contractor’s reporting to DIR. Close-Out o Determine close-out procedures for the project at the start of construction o At completion of construction, walk punch list to confirm City shareholders requirements at agreed and confirm completion of all items. o Confirm Contractor Certificates of Occupancy have been provided. o Obtain equipment and maintenance manuals from Contractor and have them train school staff on new equipment as needed. o Review Commissioning reports at end of project o Assist with collecting copies of all final warranties, and lien waivers. o Review final close out package including fully reviewed as-builts from Contractor and provide to the City. SECTION 2 - SCOPE OF SERVICES FEES Cumming’s standard billing practice is based on time and materials, in which invoices are submitted monthly for hours expended on work performed the month prior. Utilizing this philosophy, we have found that Cumming’s fee approach traditionally provides our clients with the most flexibility and cost effectiveness, as costs are only incurred based on the current needs of the owner. Our hourly rate and proposed fees are valid for 30 days from the date of this proposal. If selected to provide project/construction management services for the City. The rates are subject to change on a yearly basis starting on January 1, 2024. Proposed Hourly Rates and As-Needed Services Cumming proposes one Project Manager to oversee the Project Development, Preconstruction, Construction, and Close-out phases. Cumming is readily prepared to provide additional support staff and services on an as-needed basis, as well as a preventative measure to mitigate any unforeseen exposures that may impact project budget, schedule, and/or quality, if and as required by the City. As such, Cumming provided hourly rates in the table below Approach To Scope Of Work The following table delineates the typical services, tasks, and deliverables we provide in order to deliver projects successfully. We also use this to internally monitor and ensure we are meeting expectations through our in-house processes. Phase I – Pre-Design Phase II – Design Phase III – Construction, Closeout and Commissioning INITIATION •Define scope and deliverables for Pre- Design activities. •Define and formalize scope, schedule, and deliverables for design. •Define operations and maintenance preferences •Define scope, deliverables, and milestones for construction •Define budget, and schedule requirements PLANNING •Develop work breakdown structure •Define progress reporting requirements and establish protocol for routine progress meetings, reports, and issue tracking •Assist with or perform initial site visits and requirements generation •Define stakeholders, prepare community communications plan •Prepare schedule, define decision points and milestones •Prepare budget/operating cash flow projections, including spending projections through all pleases •Define goals for project sustainability, energy performance, etc. •Update schedule according to input from the A/E Team •Refine and formalize project budget •Plan process for employee and/or public involvement •Refine and formalize project sustainability goals •Incorporate City of Cupertino design standards into A&E requirements •Define communication to community and City plans and actions. •Reach out and notify Public Utilities of pending projects •Define progress reporting requirements and establish •protocol for progress meetings, reports, and issue tracking •Review contractor schedule to identify critical path and •opportunities/threats •Manage budget and validate costs •Prepare quality control/assurance plan •Ensure commissioning specifications are incorporated into project •Review Contractors safety plan •Identify and facilitate procurement of long lead time equipment/FF&E to avoid delays EXECUTING •Complete due diligence •Coordinate communications and documentation of Project pre-design activities •Review Conceptual Plan and project to date •Collaborate with staff and advise on project delivery system •Prepare Procurement Findings •Prepare RFQ documents for design and general contractors (CM/GC, Design Build, or Traditional) •Assist in Architect and Contractor procurement and negotiation process •Evaluate sustainability goals and opportunities, enroll project with Energy Trust •Research and advise on sustainability cost benchmarks and identify potential grant funding or incentives •Organize and facilitate meetings with stakeholders and the community and make presentations •Conduct weekly project team meetings •Actively manage project cost •Prepare and distribute meeting minutes •Perform design and estimate review sessions for SD, DD, and 50% CD •Facilitate value engineering conversations, including developing a VE log •Perform Constructability reviews •Assist with stakeholder outreach and communications throughout community •Solicit third party contracts for the projects •Evaluate costs associated with identified sustainability benchmarks •Assist with permitting process for land use and Building permits, as well as other government agency approvals •Review and prepare bidding documents, and assist in procurement •Continuously work with A/E as City of Cupertino’s primary point of contact •Assist in bid analysis and selection for General Contractor and/or subcontractors •Work with Utilities for planning and approvals. Coordinate payment of fees. •Conduct weekly coordination meetings •Prepare and distribute meeting minutes –track follow up on action items •Provide quality assurance to help ensure quality and compliance with the contract •Continuously liaise with A/E & Contractor •Issue monthly budget reports •Review and process contractor progress and payment applications •Review test reports and identify areas of non-conformance •Track progress of construction, including on-site observation •Assist Architect in preparation of responses to RFI’s and coordinate resolution of issues •Tract and analyze potential Change order’s •Negotiate change order approvals •Advise City of Cupertino of any special consultants and testing by third parties •Assist with Coordination of Public Utilities work Phase I – Pre-Design Phase II – Design Phase III – Construction, Closeout and Commissioning •Assist with refinement of A/E and GC scope/budgets during contract negotiations as well as serving as a resource in resolving any issues between stakeholders. •Manage separate due diligence contracts, if needed. •Interface with City Planning and Engineering Departments regarding Land Use review/permits. •Continuously monitor correspondence between the project team and stakeholders. •Ensure design & technical spec continue to meet user and stakeholder needs. •Track design issues and resolutions. •Track value engineering items, their values, and the analysis and decision points. •Continuously monitor schedule, especially for critical path, deliverables, and milestones. •Continuously monitor correspondence, including Architect’s approvals of stop drawings, product data and samples, as well as contractor RFIS. •Analyze and provide recommendations to Centennial School District on change orders and/or claims if any. CLOSING •Ensure receipt and sign-off all pre- design. •Ensure receipt and sign-off on all deliverables. City of Cupertino Scheduling Services cumming-group.com 24 Scheduling Philosophy & Approach Scheduling Methodology Cumming is skilled in all aspects of scheduling. Our experts are capable of conducting cursory schedule reviews, preparing and updating master program and detailed project schedules, as well as as-built schedules for forensic analysis purposes. This expertise is described in further detail below. Schedule Analysis The underlying foundation of schedule management rests on the Critical Path Method (CPM) schedule. Our team has built thousands of CPM schedules and understands how they can be manipulated by the underlying adjustments to floats, leads and lags, duration adjustments, alterations in logic, and constraints. We are experts in schedule management and forensic schedule analysis. We have declared experts in construction schedule delay and we provide this analysis on a daily basis as a part of our litigation support services. We define and represent delays and disruptions in schedules and reflect what the impacts are and how they can be mitigated. We are well versed in seeing and exposing delays, disruptions and hidden acceleration in schedules and we analyze them for the overall impact and expected cost. Schedule Communication and Reporting Our schedules are updated regularly—never less than once per month; generally more frequently and any delays are identified and communicated to all parties at the next regularly scheduled management update meeting. As a matter of course, we use the schedule as the primary tool to inform our clients of the critical deadlines the team is working towards. Schedules are prepared simply and in both detail and roll-up forms for ease of understanding and use. Schedule Maintenance We believe that a schedule is only valuable if the progress is measured and evaluated against an agreed baseline. Schedules should serve not only as a historical view of a project at a particular moment in time, but as a management tool that should be used to evaluate and drive results. We provide project status reporting services for our clients that include the actual validation of the stated condition of their schedules. We report the results and evaluate current performance against baseline goals. Changes typically impact the schedule. We have tremendous experience incorporating changes into our schedules and in quickly identifying net impacts. We also evaluate changes to determine whether these impacts affect the critical path or whether they are ancillary and, thus, may not cause a delay in project completion. We provide our clients with mitigation options should changes impact the timely completion of a project. Schedule Creation Our schedules are created by professionals skilled in both forensic and forward scheduling, a unique differentiator that enables Cumming to foresee and mitigate schedule conflicts before they arise. Cumming begins each scheduling assignment by first gaining a fundamental understanding of project scope. Following a top down approach, we identify and incorporate critical milestones, ensure adherence to overarching project parameters, and analyze component relationships. Requirements are then reviewed forwards and backwards to ensure that all project elements have been considered and are in sync. Schedule Management We assist our clients in the development of the Design Work Plan in concert with the actual in-place design teams. Our staff have managed the design development process for clients, which allows us to have a ‘real world’ perspective on the effort required, the relevant and necessary milestones, and a focus on developing a pre-construction/ design schedule. In addition, we provide management and oversight of the schedule during construction, ensuring goals are met and completed according to the timeline. Approach to Phasing When it comes to project phasing, understanding the process and impacts of construction is as important as quantifying the elements of construction. Looking at the project from an owner’s perspective is crucial. Will phasing impact the current operations? Is there a better way to achieve the project goal through alternative phasing schemes? These questions, and more, must be asked during phasing analysis for the project. Cumming team members have the proven experience required to determine the impacts to your schedule and budget, and bring the most value to your project. Schedules should not only serve as an overall view of a project at a particular moment in time, but as a management tool that should be used to evaluate and drive results. It takes a team THAT ANTICIPATES AND MITIGATES RISK. City of Cupertino Scheduling Services cumming-group.com 25 CPM and Pull Planning Integration Approach Cumming has developed a Schedule Approach for the project that is rooted in a lean delivery method of minimizing waste through effective planning. This document will serve to outline that approach to achieve the following goals: •Integrate and Align CPM and Pull Planning •Minimize redundancy and focus on throughput time •Maintain 1:1 relationship •Minimize opportunity for process breakdown •Leverage technology (software) to do what each does best •Trade Partner involvement in entire process •OFE & LLE Process for prefabrication •Clean executable, repeatable, cost effective •Historically accurate for ABC Metrics for continuous improvement CPM high-level planning is needed for coordination between designers, construction trades, vendors, and the owner at a high level. Pull Planning is needed to maximize the team’s production on a day-to-day basis. Both processes are more effective and minimize waste best when they are used in a manner that allows each system to complement the other. City of Cupertino Scheduling Services cumming-group.com 26 Figures 3 and 4 below are from a current ski resort development current utilizing Cumming for schedule monitoring services. The project is currently on schedule; however, the project was at risk to miss a major turnover milestone for the coming winter ski season. Figure 3 shows the path to the ski easement turnover and the -28 day delay to turnover milestone, -3 days past the required date. Analysis of the schedule and work in place indicate that the delays to this point are the responsibility of the General Contractor, except for 3-day of weather. After review of the delay allocation, and discussions with the general contractor, means of mitigating the delay were incorporated into the schedule for an on-time delivery of the ski slope. Figure 8 shows the Step Analysis for the entire project and the calculated schedule risk due to Float Erosion, Compression and Schedule Delay. We calculate Schedule Risk as a combination of Schedule Compression, Schedule Delay and Float to give early visibility of areas of the project add risk to the project. As shown in this example, the project is still on schedule, however the Finishes show 54 workdays of compression, with 0 days of float. Similarly, Drywall shows 42 workdays of compression, however as it has 6 days of float, the risk to the project, if the contractor fails to complete the work in a compressed period, is 36 days. City of Cupertino Cost Management ccorpusa.com Methodology and technology for estimating. The delivery of each project on-budget, on-schedule, and on-quality is our primary goal for every client. This means much more than administering a project through weekly site visits, attending meetings, and taking notes. Cumming’s project managers proactively lead, challenge, motivate and direct teams to generate superb results that save money and time, mitigate risk, and achieve our clients’ delivery goals. We are advocates for our clients and we take great pride and ownership in everything we do. We are pro-active leaders and ensure that the documents used to manage the process are clearly incorporated in the contracts with consultants and the contracting community. Setting expectations upfront and early is a key to a project’s success. The Cumming approach is founded on principal involvement, and our staffing plans vary from project to project and adjust to meet the needs of our clients and the project’s specifics. All projects are led by an executive (VP- level), and supported by a day-to-day Project Manager and Cost Manager who will be intricately involved in the project from inception through completion. As projects of this type always have ups and downs in terms of involvement, the dedicated team is supported by localized resources of dedicated project, cost, and schedule management staff to drive our overall efforts and meet tight impactful deadlines. One of our immediate tasks upon engagement is to set up a project governance structure that encourages efficient, thoughtful, and proactive decision-making. This governance structure guides not only the relationship between Cumming and ownership, but the entire project relationship for all other consultants, including but not limited to the architect, construction manager (CM), engineers, and FF&E and specialty consultants. It takes into account the corporate structure of clients, the key internal and external stakeholders that must be engaged, and establishes a workflow cadence that is agreed upon at the outset of a project. We look to manage the relationship with the Client as a partnership, with the executive driving this at the corporate level, and the cost management lead on a day-to-day level. Continuous improvement is rooted in our DNA, and beyond advocating daily feedback, the Cumming executive will participate in a monthly meeting with the Client’s lead and our team lead. On a quarterly basis, an independent review will happen in the form of a one-page feedback session. Cumming also worked with clients to establish project KPI’s, and in doing so, we emphasize the word key – it has to be essential to achieve the aim of project delivery with compliance. During quarterly reviews, the KPIs are systematically measured and reported on. On an annual basis we reevaluate with the Client what is the key that really makes a difference and realign with the needs of the program. KPIs cannot be static, they adjust as projects evolve. When required, pull together a specialist “task force” of team members that are highly well-versed in a particular aspect of the project – from an understanding of the local market, to the specifics of MEP estimating, to negotiating skills with subcontractors. City of Cupertino Cost Management ccorpusa.com U.S. CONSTRUCTION MARKET MARKET SNAPSHOT Q4 - 2019 NEW YORK, NY Construction in NYC is continuing to slow down, with seeing a yearly low back in April. As mentioned in our last projections expecting this to continue into 2022. 2019 has report, new legislation has come into force with regards to seen a large drop in the residential markets; however, in 2020, health and safety, particularly the reporting of incidents, and Total Construction Market Volume by Sector (x $1m, Nominalized 2012$) Annual Volume (x$1m, 2012$) * This includes religious buildings, amusement, government communications and public recreation projects. Construction Spending Index 2010-2021 (2010=1.0) Pre-Construction Phase Methodology During the pre-design and design phases, our team will confer with your staff concerning specific project goals relative to project scope, project budget, project schedule, design concepts, and quality as a basis for formulating a detailed development plan for the project. One of the main objectives during this period is to provide a conceptual cost budget and a preliminary “Critical Path Method” development schedule for the project. Cumming will also assist the design team with the evaluation of proposed systems, equipment and materials, and will advise you on alternatives to optimize cost effectiveness, quality standards and system life cycle costs and benefits (value engineering). Budget and Cost Management In order to provide reliable cost management services, a thorough understanding of the global, national, and local markets for such specific drivers as material commodities, availability and cost, as well as labor availability and cost—which can and do affect the cost of a project—must be tracked and known. Cumming starts by developing a crew-based database system that utilizes current local labor rates, workers compensation, sales tax, subcontractor mark-ups, equipment pricing, material pricing, adjustments for productivity, core inflation, access to materials, and other special circumstances. Our internal economist continuously tracks global, national, and regional trends on a monthly basis, including U.S. dollar exchange rates, energy costs, global demand, construction volume, labor availability, and material costs. This is further enhanced by our program- or project-specific local market study, which is used to develop data specific to the program or project. Cumming adheres to the following guidelines of good cost management: A thorough understanding of the project goals, deadlines, and scope: Cumming works with the client at the earliest phases of the project in order to thoroughly understand the goals for the project, the constraints and milestones that need to be met, and the scope of work to be delivered. Detailed early design estimates: Cumming works with the project team early in the design process to develop detailed cost plans across all divisions of work, thereby reducing or eliminating the use of cost-per-square-foot or lump-sum line items whenever possible. By working with the team to provide detailed line items and budgets, this allows Cumming to guide the team throughout design following an established cost plan in order to make informed decisions. Proactive participation through the life of the project: Using the established cost plan, Cumming works with the project team throughout design, listening in on interim team meetings and stepping in when changes occur that alter the agreed upon cost plan. This interim participation reduces or eliminates the surprises that come with milestone cost estimating when final design plans come out, saving the project both time and money. Value management/cost trade-offs during the life of the project: Value management is not only helpful when a project needs to cut costs. Cumming’s cost management team constantly looks for opportunities to add value to projects by utilizing cost trade-off analysis through material substitutions, alternate means or methods, and life-cycle cost analysis. Continued assistance through the bid phase and construction: Getting a project to the contractor does not guarantee success. Cumming has extensive experience working with the project team to evaluate contractor bidding, schedule of values, buyout strategy, and change orders to keep the project on track. Keeping an eye on the total project costs at all times: Delivering construction costs on budget is only part of the solution. If the construction budget is met but the other budgets are not, the project does not succeed. Cumming’s cost management team has extensive experience both budgeting and managing the total project costs for our clients. Estimate Development Upon completion of the quantity take-off, market analysis, and collection of local pricing data, Cumming’s estimators input the data into our estimating system. Cumming sets up the estimate Work Breakdown System (WBS) to best accommodate the needs of the project and to match the formats of other project estimates. Project general conditions, general requirements, mark-ups, contingencies, and escalation factors are added as required to provide a complete, total estimated construction cost. City of Cupertino Cost Management ccorpusa.com Estimate QA/QC Once the estimating data has been compiled into the estimating system, the estimate is thoroughly reviewed by the estimating team, the project manager, the vertical project leader, and an independent reviewer. A detailed review and comparison of gross floor areas, comparisons with similar projects or similar scopes of work and previous phase estimates are performed to ensure accuracy. Areas of difference between previous estimates are identified and documented in our variance reports. Publish Estimate Upon completion of our internal QA/QC process, the estimate is published and distributed to the project delivery team. Estimate Review with Project Team Upon completion and delivery of the estimate, the Cumming estimating team will meet with the project delivery team to thoroughly review the estimate detail, costs, assumptions, and allowances to ensure the estimate is a complete representation of both the documents and the intent of the design. Any identified changes and adjustments will be made, and a final revised estimate will be published. Estimate Reconciliation Cumming’s cost management group will review and provide a detailed comparison between our estimates and the estimates prepared by others (design team, CM, and other independent estimators). We will identify areas of difference and meet with the project delivery team and other estimators to thoroughly review the estimates, assumptions, and areas of difference. Working with the team, we will reconcile our estimate with the other parties’ estimates on a detailed, division by division level. This detailed reconciliation ensures that all parties are on the same page and possess a thorough understanding of the project. This helps eliminate unknowns and incorrect assumptions that often lead to cost creep later in the project. Upon completion of reconciliation, we will make required modifications and re-issue the estimate along with a summary report of the reconciliation. Cumming’s proactive cost management approach assures our clients that they are getting the most value for their invested dollar, accurate pricing based upon local market analysis and understanding of the national economy, and a proven process that is timeless and delivers the goals and objectives set by the project owner—on time, on budget, and within the quality standards established at the beginning of the project. Exceeding Expectations Cumming’s approach to managing the team rests on a foundation of effective communication and teamwork. To facilitate this approach, we clearly define the roles and responsibilities of all parties at the start of the project so that everyone has an opportunity to meet expectations. During the design phase each discipline lead must attend design phase progress meetings which are typically scheduled on a weekly basis. Representatives are held accountable for assigned action items based on due dates tracked to the overall design phase milestone schedule. Weekly meeting minutes are distributed timely and follow- up on action items occurs in advance of the next meeting to keep progress on track. We work closely with all consultants to ensure that each team participant is performing according to the expectations of the Owner and meeting the terms of the contract. City of Cupertino Cost Management ccorpusa.com Software for Cost Control, Forecasting, and Reporting Estimating Cumming is extremely adept in all technology-based measurement and estimating systems. Dependent upon our client’s preferences, we easily adapt to new software and enlist an internal champion to ensure our team members are well trained and comfortable within the systems. Our current in-house tools for measurement and estimating include OST, Bluebeam, CostX, Destini Estimator, and D-Profiler. Project Controls The software programs used by Cumming are comprised of industry-leading collaborative systems including the following programs: We reduce risk and uncertainty by providing solutions to benefit our clients. CAPP Analytics and our project controls solutions provide the following benefits: •Better project visibility from enterprise aspect •Standardization of best practices •Predictable outcomes that enable corrective actions •Prolog •Procure •Proliance •e-Builder •PM Web •Unifier •Encouragement of “top down” viewpoint of project success/issues •Earlier anticipation = greater impact on We also have in-house proprietary software: CAPP Analytics, which we use for Project Controls, and CAPP Database, which we use for benchmarking. We also have in-house software engineers that help us develop IT solutions for our clients and manage continued development of our proprietary systems to suit clients’ needs. Our flexibility in the use of these informational systems allows complete agility to interface with and meet our clients’ requirements. We have our own in-house software developer, Jorge Aulestia De Faria who, along with his team, has developed a number of software systems for Cumming’s use and more, specifically for some of our leading clients. Cumming provides this enhanced level of support to our clients, along with database assistants to work with our Quantity Surveying and Estimating team. controlling costs and schedule •Informed decision-making and transparency •Integration with your culture •Improved collaboration •Enables “what-if” scenario planning •Generates cost savings KPI Overview Building 36-A Upgrade Budget Committed Balance $ 110.3M $ 38.8M $ 71.5M CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MA Date:Master Agreement Contract #: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget : SO Acc't #:PO #: Project #:Date: Approvals Signatures: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance:Date: Encumbrance this Service Order: MA End Date: Consultant/ Contractor Manager/ Supervisor: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: City of Cupertino Master Agreement Service Order 191002 Exhibit B n Choose Insurance Requirements for Professional/Specialized Services Agreement 1 Version: Jan. 2022 Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor'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 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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 if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement 2 Version: Jan. 2022 available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’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 Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. 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 Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original 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 to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. 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 12/28/2022 Marsh &McLennan Agency LLC Marsh &McLennan Ins.Agency LLC 1 Polaris Way #300 Aliso Viejo CA 92656 Stephanie Holly occerts@marshmma.com License#:0H18131 The Continental Insurance Company 35289 CUMMIGROUP Berkshire Hathaway Specialty Ins Co 22276CummingManagementGroup,Inc. 25220 Hancock Avenue Suite 440 Murrieta CA 92562 1853529307 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X Y Y 6056835935 12/31/2022 12/31/2023 2,000,000 A 1,000,000 X X X Y Y 6056835949 12/31/2022 12/31/2023 A X X 5,000,000N602087948712/31/2022N 12/31/2023 5,000,000 X 5,000 A A X N Y 6056835952 6056835966 12/31/2022 12/31/2022 12/31/2023 12/31/2023 1,000,000 1,000,000 1,000,000 B Professional E&O Retro 11/07/2006 N N 47EPP31356503 12/31/2022 12/31/2023 Per Claim Policy Aggregate Retention $5,000,000 $5,000,000 $250,000 City of Cupertino,its City Council,boards and commissions,officers,employees and volunteers are named as Additional Insured on General Liability,per the attached endorsement CNA75079XX (1-15);Automobile Liability per the attached endorsement CNA71527XX (10-12);and Umbrella Liability per the attached endorsement CNA75504XX (03-2015).General Liability Insurance is Primary and Non-Contributory,per the attached endorsement CNA75079XX (1-15). Waiver of Subrogation applies on General Liability,per the attached endorsement CNA74879XX (1-15);Auto Liability,per the attached endorsement CA 04 44 10 13;Umbrella Liability per the attached endorsement CNA75504XX (03-2015);and Workers Compensation,per the attached endorsement G-19160-B.30 days Notice of Cancellation for non-payment of premium applies per the attached endorsement CNA75014XX (01-2015). City of Cupertino 10300 Torre Ave. Cupertino CA 95014-0000 Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Copyright 1983 National Council on Compensation Insurance. INSURED: POLICY #: POLICY PERIOD: TO Cumming Management Group,Inc. 12/31/202312/31/20226056835952 Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-19160-B (11-1997) © Copyright CNA All Rights Reserved. INSURED: POLICY #: POLICY PERIOD: TO Cumming Management Group,Inc. 12/31/2022 12/31/20236056835952 Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 © Copyright Insurance Services Office, Inc., 2011 Endorsement No: 7; Page 1 of 1 Underwriting Company: Continental Casualty Company, 151 N Franklin St., Chicago, IL 60606 INSURED: POLICY #: POLICY PERIOD: TO Cumming Management Group,Inc. 6056835935 12/31/2022 12/31/2023 Cumming Management Group,Inc. INSURED: POLICY #: POLICY PERIOD: TO: ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE 1.In conformance with paragraph A.1.c. of Who Is An Insured of Section II – LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2.The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the “accident” for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. CNA71527XX (10-12) Page 1 © CNA All Rights Reserved. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS Cumming Management Group,Inc. 12/31/202312/31/20226056835949 CNA PARAMOUNT General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows.If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured -Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury –Expanded Definition 4.Broad Knowledge of Occurrence/Notice of Occurrence 5.Broad Named Insured 6.Estates,Legal Representatives and Spouses 7.Expected Or Intended Injury –Exception for Reasonable Force 8.In Rem Actions 9.Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability –Damage To Premises 12.Medical Payments 13.Non-owned Aircraft Coverage 14.Non-owned Watercraft 15.Personal And Advertising Injury –Discrimination or Humiliation 16.Personal And Advertising Injury -Contractual Liability 17.Property Damage -Elevators 18.Supplementary Payments 19.Unintentional Failure To Disclose Hazards 20.Waiver of Subrogation –Blanket CNA74879XX (1-15) Page 1 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 50 0 2 0 0 0 3 5 6 0 5 6 8 3 5 9 3 5 1 9 4 3 INSURED: POLICY #: POLICY PERIOD: TO Cumming Management Group,Inc. 6056835935 12/31/2022 12/31/2023 CNA PARAMOUNT General Liability Extension Endorsement 1.ADDITIONAL INSUREDS a.WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K.below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement,provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part;and (2)was executed prior to: (a)the bodily injury or property damage;or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However,subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement;or (2)coverage broader than required by such contract or agreement,and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A.Controlling Interest Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.such person or organization’s financial control of a Named Insured;or 2.premises such person or organization owns,maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. B.Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury,property damage or personal and advertising injury as co-owner of such premises. C.Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D.Lessor of Equipment Any person or organization from whom a Named Insured leases equipment,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused,in whole or in part,by the Named Insured’s maintenance,operation or use of such equipment,provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74879XX (1-15) Page 2 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability Extension Endorsement E.Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such land,provided that the occurrence giving rise to such bodily injury or property damage,or the offense giving rise to such personal and advertising injury,takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. F.Lessor of Premises An owner or lessor of premises leased to the Named Insured,or such owner or lessor’s real estate manager,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such part of the premises leased to the Named Insured,and provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. G.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee or receiver’s liability for bodily injury,property damage or personal and advertising injury arising out of the Named Insured’s ownership,maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. H.State or Governmental Agency or Subdivision or Political Subdivisions –Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.the following hazards in connection with premises a Named Insured owns,rents,or controls and to which this insurance applies: a.the existence,maintenance,repair,construction,erection,or removal of advertising signs,awnings, canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or b.the construction,erection,or removal of elevators;or c.the ownership,maintenance or use of any elevators covered by this insurance;or 2.the permitted or authorized operations performed by a Named Insured or on a Named Insured’s behalf. The coverage granted by this paragraph does not apply to: a.Bodily injury,property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b.Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision’s requirement that additional insured status must be requested under a written contract or agreement,the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74879XX (1-15) Page 3 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 50 0 2 0 0 0 3 5 6 0 5 6 8 3 5 9 3 5 1 9 4 4 CNA PARAMOUNT General Liability Extension Endorsement I.Trade Show Event Lessor 1.With respect to a Named Insured’s participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom the Named Insured is required to include as an additional insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury caused by: a.the Named Insured’s acts or omissions;or b.the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during the trade show event. 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J.Vendor Any person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business,provided that: 1.The coverage granted by this paragraph does not apply to: a.bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b.any express warranty unauthorized by the Named Insured; c.any physical or chemical change in any product made intentionally by such person or organization; d.repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e.any failure to make any inspections,adjustments,tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.demonstration,installation,servicing or repair operations,except such operations performed at the such person or organization’s premises in connection with the sale of a product; g.products which,after distribution or sale by the Named Insured,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for such person or organization;or h.bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d.or f.above;or (2)such inspections,adjustments,tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This Paragraph J.does not apply to any insured person or organization,from whom the Named Insured has acquired such products,nor to any ingredient,part or container,entering into,accompanying or containing such products. CNA74879XX (1-15) Page 4 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability Extension Endorsement 3.This Paragraph J.also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part;nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K.Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A.through J.above.Such additional insured is an Insured solely for bodily injury,property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.for bodily injury,property damage,or personal and advertising injury arising out of the rendering or failure to render any professional service; 2.for bodily injury or property damage included within the products-completed operations hazard;nor 3.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2.ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance,then this insurance is primary,and the Insurer will not seek contribution from that other insurance.For the purpose of this Provision 2.,the additional insured's own insurance means insurance on which the additional insured is a named insured. B.With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K.of this endorsement,the following sentence is added to the paragraph above: Otherwise,and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3.BODILY INJURY –EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury,sickness or disease sustained by a person,including death,humiliation,shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4.BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit is amended to add the following: A.BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer’s authorized representative notice of an occurrence, offense or claim only when the occurrence,offense or claim is known to a natural person Named Insured,to a partner,executive officer,manager or member of a Named Insured,or to an employee designated by any of the above to give such notice. B.NOTICE OF OCCURRENCE CNA74879XX (1-15) Page 5 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 50 0 2 0 0 0 3 5 6 0 5 6 8 3 5 9 3 5 1 9 4 5 CNA PARAMOUNT General Liability Extension Endorsement The Named Insured’s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured’s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’ acts, errors or omissions in the conduct of the Named Insured’s business. CNA74879XX (1-15) Page 6 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability Extension Endorsement 7.EXPECTED OR INTENDED INJURY –EXCEPTION FOR REASONABLE FORCE Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured.This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured,or chartered by or for the Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. 9.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose,and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act,error,or omission that is part of the occurrence; and B.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured’s actual or alleged liability under any oral or written contract or agreement,including but not limited to express warranties or guarantees. iii.add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination,humiliation or harassment,including but not limited to claims based on an individual’s race,creed,color,age,gender,national origin,religion,disability,marital status or sexual orientation. CNA74879XX (1-15) Page 7 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 50 0 2 0 0 0 3 5 6 0 5 6 8 3 5 9 3 5 1 9 4 6 CNA PARAMOUNT General Liability Extension Endorsement Dishonesty or Crime Any actual or alleged dishonest,criminal or malicious act,error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare,Medicaid,Tricare or any similar federal,state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C.DEFINITIONS is amended to: i.add the following definitions: Health care incident means an act,error or omission by the Named Insured’s employees or volunteer workers in the rendering of: a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages,medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii.delete the definition of occurrence and replace it with the following: Occurrence means a health care incident.All acts,errors or omissions that are logically connected by any common fact,circumstance,situation,transaction,event,advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: •the Named Insured’s employees are Insureds with respect to: CNA74879XX (1-15) Page 8 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability Extension Endorsement (1) bodily injury to a co-employee while in the course of the co-employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. • the Named Insured’s volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured’s business; and (2) bodily injury to an employee while in the course of the employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY – DAMAGE TO PREMISES A. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the CNA74879XX (1-15) Page 9 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 50 0 2 0 0 0 3 5 6 0 5 6 8 3 5 9 3 5 1 9 4 7 CNA PARAMOUNT General Liability Extension Endorsement owner,nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through n.do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner,nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C.LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit)and replace it with the following: 6.Subject to Paragraph 5.above,(the Each Occurrence Limit),the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner;and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $200,000.unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D.The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii),and replace it with the following: (ii)That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner;or for personal property of others in the Named Insured’s care,custody or control; E.This Provision 11.does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12.MEDICAL PAYMENTS A.LIMITS OF INSURANCE is amended to delete Paragraph 7.(the Medical Expense Limit)and replace it with the following: 7.Subject to Paragraph 5.above (the Each Occurrence Limit),the Medical Expense Limit is the most the Insurer will pay under Coverage C -Medical Payments for all medical expenses because of bodily injury sustained by any one person.The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:;or (2)the amount shown in the Declarations for Medical Expense Limit. B.Under COVERAGES,Coverage C –Medical Payments,the Insuring Agreement is amended to replace Paragraph 1.a.(3)(b)with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident;and 13.NON-OWNED AIRCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended as follows: CNA74879XX (1-15) Page 10 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability Extension Endorsement The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured,provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained,paid crew to the Named Insured;and 3.the aircraft is not being used to carry persons or property for a charge. 14.NON-OWNED WATERCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete subparagraph (2)of the exclusion entitled Aircraft,Auto or Watercraft,and replace it with the following. This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured,provided the watercraft is: (a)less than 75 feet long;and (b)not being used to carry persons or property for a charge. 15.PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION A.Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: •Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured;or (b)any executive officer,director,stockholder,partner,member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2.add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale,rental,lease or sub-lease or prospective sale,rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. CNA74879XX (1-15) Page 11 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 50 0 2 0 0 0 3 5 6 0 5 6 8 3 5 9 3 5 1 9 4 8 CNA PARAMOUNT General Liability Extension Endorsement Notwithstanding the above,there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from •Provision 1.ADDITIONAL INSUREDS of this endorsement;or •attachment of an additional insured endorsement to this Coverage Part. 16.PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY A.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)that the Insured would have in the absence of the contract or agreement;or (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract.Solely for the purpose of liability assumed in an insured contract,reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a)liability to such party for,or for the cost of,that party's defense has also been assumed in such insured contract;and (b)such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B.Solely for the purpose of the coverage provided by this paragraph,DEFINITIONS is amended to delete the definition of insured contract in its entirety,and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest,detention or imprisonment.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C.Solely for the purpose of the coverage provided by this paragraph,the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B: 1.Paragraph 2.d.is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met,attorneys fees incurred by the Insurer in the defense of that indemnitee,necessary litigation expenses incurred by the Insurer,and necessary litigation expenses incurred by the indemnitee at the Insurer’s request will be paid as defense costs.Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement),such payments will CNA74879XX (1-15) Page 12 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability Extension Endorsement not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D.This PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17.PROPERTY DAMAGE –ELEVATORS A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3),(4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE –ELEVATORS Provision,the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000.limit. 19.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 20.WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured’s ongoing operations;or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part;and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below, and expires concurrently with said Policy. CNA74879XX (1-15) Page 13 of 13 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 50 0 2 0 0 0 3 5 6 0 5 6 8 3 5 9 3 5 1 9 4 9 Workers Compensation And Employers Liability Insurance Policy Endorsement TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. Specific Waiver Name of person or organization X Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2.Operations: All Texas Operations 3.Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4.Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 42 03 04 B (06-2014) © Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. INSURED: POLICY #: POLICY PERIOD: TO Cumming Management Group,Inc. 6056835952 12/31/2022 12/31/2023 It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the policy remain unchanged. © Copyright CNA All Rights Reserved. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. POLICY HOLDER NOTICE – COUNTRYWIDE INSURED: POLICY#:POLICY PERIOD: TO: Cumming Management Group,Inc. 12/31/202312/31/20226056835935 Cumming Management for Project/Construction Management Services and Strategic Advisory Services Final Audit Report 2023-08-29 Created:2023-08-29 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAsXpY1O1wY5q6fOL-wGezzqJaEeVB7Xgr "Cumming Management for Project/Construction Management S ervices and Strategic Advisory Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-08-29 - 0:49:58 AM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2023-08-29 - 0:54:22 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2023-08-29 - 0:55:15 AM GMT - Time Source: server- IP address: 98.97.57.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-08-29 - 0:55:18 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-08-29 - 3:28:24 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to John Olsson (jolsson@cumming-group.com) for signature 2023-08-29 - 3:28:28 PM GMT Email viewed by John Olsson (jolsson@cumming-group.com) 2023-08-29 - 3:52:06 PM GMT- IP address: 188.241.15.224 Document e-signed by John Olsson (jolsson@cumming-group.com) Signature Date: 2023-08-29 - 3:52:55 PM GMT - Time Source: server- IP address: 12.1.37.226 Document emailed to christopherj@cupertino.org for signature 2023-08-29 - 3:52:58 PM GMT Email viewed by christopherj@cupertino.org 2023-08-29 - 4:29:58 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-08-29 - 4:30:12 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-08-29 - 4:30:14 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Jimmy Tan (jimmyt@cupertino.org) for signature 2023-08-29 - 4:30:17 PM GMT Email viewed by Jimmy Tan (jimmyt@cupertino.org) 2023-08-29 - 4:30:55 PM GMT- IP address: 104.47.74.126 Document e-signed by Jimmy Tan (jimmyt@cupertino.org) Signature Date: 2023-08-29 - 4:32:24 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-08-29 - 4:32:27 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-08-29 - 7:53:29 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-08-29 - 7:53:38 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-08-29 - 7:53:38 PM GMT