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23-100 Rock the Bike for Cupertino Fall Bike FestCupertino Fall Bike Fest 1 of 5 Services Agreement ($5,000) / August 2021 SERVICES AGREEMENT ($5,000 OR LESS) 1. Parties. This Agreement (“Agreement”) is made by and between the City of Cupertino, a municipal corporation (“City”) and Rock The Bike, LLC (“Contractor”), a Limited Liability Company, and is effective on the last date signed below (“Effective Date”). 2. Services. Contractor agrees to provide the programs, classes or activities (“Services”) set forth in detail in the Scope of Services, attached and incorporated here as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. Time of Performance. This Agreement begins on the Effective Date and ends on October 01, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A. Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. The City’s designated supervisor for this Agreement may extend the Contract Time by up to six (6) months through a written amendment to this Agreement, provided such extension does not include additional contract funds. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $4,563.36 (“Contract Price”), based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. Upon City approval of written invoices, Contractor will be paid as follows: (check one; cross out others): ☒ A lump sum amount of $4,563.36 which shall not exceed the Contract Price. ☐ At the rate of $_______ per hour for a total not to exceed the Contract Price. ☐ Based on the payment schedule included or attached to Exhibit A which shall not exceed the Contract Price. 5. Independent Contractor. 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, workers compensation or other benefits from the City. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. Cupertino Fall Bike Fest 2 of 5 Services Agreement ($5,000) / August 2021 6. Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service, or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 7. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. 8. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. 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. 9. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B, 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. Cupertino Fall Bike Fest 3 of 5 Services Agreement ($5,000) / August 2021 10. Compliance with Laws. Contractor shall comply with all laws and regulations applicable to this Agreement, included without limitation the following laws: 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. ☐ Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. 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, 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. 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 the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 11. Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment. 12. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor’s cancellation of a Service (i.e., program, class or activity) without giving advance notice or obtaining written approval from City. 13. Governing Law. 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. 14. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement or understanding, either oral or Cupertino Fall Bike Fest 4 of 5 Services Agreement ($5,000) / August 2021 written, between the Parties. Any changes to 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. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 15. Services Coordinator. The Parties designate the following persons as Services Coordinators for this Agreement. Contractor’s designation and any substitution are subject to City approval. For City: For Contractor: Cherie Walkowiak Paul Freedman Safe Routes to School Coordinator Owner cheriew@cupertino.org paul@rockthebike.com 16. Contract Interpretation. There are no intended third party beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. The headings in this Agreement are for convenience only. The Indemnification and Governing Law sections expressly survive this Agreement. 17. Severability. If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in 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. 18. Notices. All notices, demands, requests, and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof 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: Cherie Walkowiak Email: cheriew@cupertino.org To Contractor: Rock The Bike, LLC. 6323 San Pablo Ave Oakland, CA 94608 Attention: Paul Freedman Email: paul@rockthebike.com 19. Execution. Contractor’s signatory warrants that he or she is authorized to execute the Agreement and to legally bind 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. Cupertino Fall Bike Fest 5 of 5 Services Agreement ($5,000) / August 2021 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. CITY OF CUPERTINO A Municipal Corporation ROCK THE BIKE, LLC By: By: Name: Name: Title: Date: Title: Date: APPROVED AS TO FORM: By: CHRISTOPHER D. JENSEN City Attorney ATTEST: By: KIRSTEN SQUARCIA City Clerk Date: Paul Freedman Paul Freedman Owner Sep 5, 2023 Christopher D. Jensen David Stillman Transportation Manager Sep 5, 2023 Sep 5, 2023 Rock The Bike 6323 SAN PABLO AVE. OAKLAND, CA 94608 1-888-354-2453 customerservice@rockthebike.com website : www.rockthebike.com Estimate ADDRESS Cherie Walkowiak City of Cupertino 10300 Torre Ave Cupertino, CA 95014 SHIP TO Cherie Walkowiak City of Cupertino Cherie Walkowiak City of Cupertino 10300 Torre Ave Cupertino, CA 95014 ESTIMATE #DATE EXPIRATION DATE 12377 03/27/2023 03/27/2023 SHIP DATE SHIP VIA 03/01/2023 Pedal Power Delivery QTY DESCRIPTION RATE AMOUNT 2 Rental Spin Art Attachment Fender Blender Pro with Spin Art Attachment and 6 bottles of paint (per bike), clothespins and string. Includes a day before and after your event for pick-up and drop-off. Does not include paper - can use 8.5" x 11" paper! QTY TOTAL: 2 spin art bikes EVENT DATE(S): 9/30/23 >> QTY 2 BIKES x 1 DAYS = 2 BIKE DAYS BIKE COLOR OPTIONS: Stock Colors red, orange, green, blue and black Spin Art - 1 orange, 1 green *Please note that we will do our best to accommodate your request, but can't guarantee colors during our busy season* 420.00 840.00T 1 Crewed Event 2 Crew Member on site. Brings bike, sources ingredients, kitchen gear, cooler and ice, sets up pop up tent (when applicable), assembles bike and sets up station, coaches participants, and breaks down. SET UP: 7 am EVENT: 9 am STRIKE: 1 pm 2,100.00 2,100.00 1 Transportation Crew Transportation and Accommodations.450.00 450.00 1 Dual sLEDgehammer Hire Dual sLEDgehammer Rental, daily fee. Dual sledgehammer game, competative, bikes work together to find the winner of each game. Includes 2 Generator Pros, sLEDgehammer circuitry, and two light outputs. QTY TOTAL: EVENT DATE(S): 1,350.00 1,350.00T Exhibit A: Scope and QTY DESCRIPTION RATE AMOUNT >> QTY 2 BIKES x 1 DAYS = 2 BIKE DAYS BIKE COLOR OPTIONS: sLEDgehammer - 1 orange, 1 green 1 Discount Partner discount - Safe Routes to schools -345.00 -345.00T SUBTOTAL 4,395.00 TAX 168.36 TOTAL $4,563.36 Accepted By Accepted Date ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/22/2023 License # 0L53977 (408) 872-1322 100 (408) 647-2193 20443 ROCK THE BIKE, LLC 6323 San Pablo Oakland, CA 94608 20508 10346 A 2,000,000 X X 4030910101 8/6/2023 8/6/2024 1,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A X X 4030910101 8/6/2023 8/6/2024 1,000,000B X X 6079421240 8/6/2023 8/6/2024 1,000,000 10,000 C X EIG489992701 1/11/2023 1/11/2024 1,000,000 Y 1,000,000 1,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insureds with respects to General Liability and Auto Liability as per written agreement per form SB146932G and where allowed by law. The coverage is Primary and Non-Contributory and waiver of subrogation applies with respects to General Liability and Auto Liability per form SB146932G and Workers Comp per form WC 04 03 06. 30 days notice of cancellation. City of Cupertino 10300 Torre Ave Cupertino, CA 95014 ROCKTHE-01 RAJAZ1 Prevot & Associates Insurance PO Box 1460 Los Gatos, CA 95031 Christina Prevot Caufield ChristinaP@PrevotAssociates.com Continental Casualty Valley Forge Insurance Company EMPLOYERS Preferred Insurance Company (EPIC) X X X X X X X X X SB146932G (Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.a.Primary –Noncontributory provision 1.b.Definition of "written contract" 2.Additional Insured –Extended Coverage II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Fellow Employee First Aid E.Legal Liability –Damage to Premises F.Personal and Advertising Injury –Discrimination or Humiliation G.Personal and Advertising Injury –Broadened Eviction H.Waiver of Subrogation –Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e.Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or SB146932G (10-19)Page 1 of 7 Copyright,CNA All Rights Reserved. 20 0 2 0 0 0 0 1 4 0 3 0 9 1 0 1 0 1 0 5 6 9 SB146932G (Ed.10-19) h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d.or f.;or (2)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract." 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract;" b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners 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 you,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 you. SB146932G (10-19)Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,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. e.Lessor of Land Any person or organization from whom you lease 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 that specific part of the land leased to you,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 insurance hereby afforded to the additional insured 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 you,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 you,and provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured 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 ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government 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 you own,rent,or control 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 you or on your behalf.But 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 government 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,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19)Page 3 of 7 Copyright,CNA All Rights Reserved. 20 0 2 0 0 0 0 1 4 0 3 0 9 1 0 1 0 1 0 5 7 0 SB146932G (Ed.10-19) i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom you are 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.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.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 your 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 services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage" if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured for such "bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1.With respect only to additional insured coverage provided under paragraphs A.and B.above: a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: (1)Is currently in effect or becomes effective during the term of this policy;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 the additional insured seeks coverage. 2.With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a.An individual,then his or her spouse is an insured; SB146932G (10-19)Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds; d.An organization other than a partnership,joint venture or limited liability company,then its executive officers,directors and shareholders are insureds;or e.Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations.Furthermore,employees of additional insureds are not insureds with respect to liability arising out of: (1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3)Providing or failing to provide professional health care services. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. 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 to such provision do not apply. A.Bodily injury –Expanded Definition Under Liability and Medical Expenses 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 by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.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 as such and,in the case of a spouse,where such claim seeks damages from marital common 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 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. SB146932G (10-19)Page 5 of 7 Copyright,CNA All Rights Reserved. 20 0 2 0 0 0 0 1 4 0 3 0 9 1 0 1 0 1 0 5 7 1 SB146932G (Ed.10-19) D.Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee"or "volunteer worker"that becomes necessary while your "employee" is performing duties in the conduct of your business.Your "employees"are hereby insureds for such services.But the insured status conferred by this provision does not apply to "employees"whose duties in your business are to provide professional health care services or health examinations. E.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property, is replaced by the following: k.Damage To Property "Property damage" to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations,if the "property damage"arises out of those operations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you 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 Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products- completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g, h,i,k,l,m,n, and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19)Page 6 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You Limit.The Damage to Premises Rented to You Limit is the greater of: a.$1,000,000;or b.The Damage to Premises Rented to You Limit shown in the Declarations. F.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury" is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to 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. (16)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. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury" is amended to delete Paragraph c.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord or lessor. H.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19)Page 7 of 7 Copyright,CNA All Rights Reserved. 20 0 2 0 0 0 0 1 4 0 3 0 9 1 0 1 0 1 0 5 7 2 CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: Tysers SafeGuard 2021 - primary Policy Number: MR234153 Unique Market Reference: B0572MR234153 Renewal of: MR224153 Named Insured: City of Cupertino – Parks and Recreation Department, Public Works Department Principal Address: 10300 Torre Avenue, Cupertino, CA 95014 Policy Period: From: 1st July 2023 To: 1st July 2024 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liability: a) USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of each victim, and b) USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of all victims and separately: c) USD 75,000 in the aggregate during the policy period for all safeguard costs resulting from all circumstances Such Limit of Liability shall be in addition to the overall Limit of Liability stated in a) and b) above. Retention: USD 35,000 any one Victim Optional Extension Period: 12 months Additional premium of 100% of the annual premium plus applicable taxes, provided no claims and/or circumstances have been reported to the insurance company. In the event any claims and/or circumstances have been reported to the insurance company, the additional premium for the 12 month optional extension period will be determined by the insurance company at the time this Policy is not renewed or replaced by the insurance company Premium: USD 34,650 to be paid within 25 days of attachment Notification pursuant to Clause IX. shall be given to: Beazley Group Attn: Claims Group 30 Batterson Park Road Farmington, CT 06032 claims@beazley.com or Other Notices: To report a circumstance under the Safeguard Additional Coverage, Call +1 844 285 4700 where a service representative will be available 24 hours a day, seven days a week Retroactive Date: 1st July 2018 Pending or Prior Litigation Date: 1st July 2018 Service of Suit: Service of process in any suit shall be made upon: Lloyd’s America, Inc. Attention: Legal Department 280 Park Avenue, East Tower, 25th Floor New York, NY 10017 Governing Law: New York Conditions: Application Dated: 26th June 2023 California Surplus Lines Notice California Complaints Notice Small Additional or Return Premiums Clause - NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct – NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion – NMA 2918 US Terrorism Risk Insurance Act of 2002 as amended New & Renewal Business Endorsement – LMA5389 Several Liability Notice – LMA5096 Sanctions Limits Clause - LMA 3100 Tysers SafeGuard 2021 - Risk Management & Response Solutions Cyber Acts Clarification U.S Classification: Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008 License Number: 0C66724 State of Filing: CA Brokerage: 20% or same net equivalent downwards, plus taxes as applicable Information: Employees – 235 Contractors – 90 Exposure Units – 70,000 Nature of Business – Municipality Underwriting Security: 100% Lloyd’s (Information About Lloyd's) Rock the Bike for Cupertino Fall Bike Fest Final Audit Report 2023-09-05 Created:2023-08-29 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAOay_6Iva6PtimDOoralre8LG2Twyx5FS "Rock the Bike for Cupertino Fall Bike Fest" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-08-29 - 0:27:05 AM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2023-08-29 - 0:29:17 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2023-08-29 - 0:31:25 AM GMT - Time Source: server- IP address: 98.97.57.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-08-29 - 0:31:26 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-08-29 - 3:23:51 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Paul Freedman (paul@rockthebike.com) for signature 2023-08-29 - 3:23:54 PM GMT Email viewed by Paul Freedman (paul@rockthebike.com) 2023-09-05 - 4:20:15 PM GMT- IP address: 66.249.84.227 Document e-signed by Paul Freedman (paul@rockthebike.com) Signature Date: 2023-09-05 - 4:20:44 PM GMT - Time Source: server- IP address: 192.184.205.1 Document emailed to christopherj@cupertino.org for signature 2023-09-05 - 4:20:46 PM GMT Email viewed by christopherj@cupertino.org 2023-09-05 - 4:22:32 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-09-05 - 4:22:47 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-09-05 - 4:22:49 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to David Stillman (davids@cupertino.org) for signature 2023-09-05 - 4:22:58 PM GMT Email viewed by David Stillman (davids@cupertino.org) 2023-09-05 - 5:01:49 PM GMT- IP address: 104.47.74.126 Document e-signed by David Stillman (davids@cupertino.org) Signature Date: 2023-09-05 - 5:02:11 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-09-05 - 5:02:13 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-09-05 - 5:39:51 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-09-05 - 5:39:58 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-09-05 - 5:39:58 PM GMT