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24-032 Syserco Energy Solutions for Photovoltaic Systems Conceptual Design ServicesPhotovoltaic Systems Conceptual Design Services 1 of 12 Design Professional Agr (Single) / February 2024 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH SYSERCO ENERGY SOLUTIONS, INC 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Syserco Energy Solutions, Inc (“Consultant”), a Corporation for Photovoltaic Systems Conceptual Design Services (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 2.3 Consultant’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by consultant pursuant to this agreement. Photovoltaic Systems Conceptual Design Services 2 of 12 Design Professional Agr (Single) / February 2024 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2027, unless terminated earlier as provided herein (“Contract Time”). 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. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $59,610.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $59,610.00 (“Lump Sum Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City’s reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $0.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of Photovoltaic Systems Conceptual Design Services 3 of 12 Design Professional Agr (Single) / February 2024 completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant and any of its employees, agents, and subcontractors shall not have any claim under this Agreement Photovoltaic Systems Conceptual Design Services 4 of 12 Design Professional Agr (Single) / February 2024 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. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’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 Consultant. 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 Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant 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. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or PERS to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time, Consultant 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. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), 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 a third-party without prior written approval by City. Photovoltaic Systems Conceptual Design Services 5 of 12 Design Professional Agr (Single) / February 2024 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant 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 Consultant and its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment. 8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement. 8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant 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, Photovoltaic Systems Conceptual Design Services 6 of 12 Design Professional Agr (Single) / February 2024 or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Consultant 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 Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY / SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) 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 Agreement, 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 or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. Photovoltaic Systems Conceptual Design Services 7 of 12 Design Professional Agr (Single) / February 2024 b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation. c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City. 11.4 Consultant 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 Consultant 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. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, Photovoltaic Systems Conceptual Design Services 8 of 12 Design Professional Agr (Single) / February 2024 and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant 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. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. Photovoltaic Systems Conceptual Design Services 9 of 12 Design Professional Agr (Single) / February 2024 14. PROJECT COORDINATION 14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Susan Michael, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Gabe Johnson, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant 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. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant 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. Photovoltaic Systems Conceptual Design Services 10 of 12 Design Professional Agr (Single) / February 2024 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. This Section 18 survives the expiration/termination of this Agreement. 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 any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this 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 contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 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. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. Photovoltaic Systems Conceptual Design Services 11 of 12 Design Professional Agr (Single) / February 2024 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery 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 Consultant: Syserco Energy Solutions, Inc 215 Fourier Avenue, Fremont, CA 94539 Attention: Gabe Johnson Email: g.johnson@syserco-es.com 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. 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] Photovoltaic Systems Conceptual Design Services 12 of 12 Design Professional Agr (Single) / February 2024 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO SYSERCO ENERGY SOLUTIONS, INC A Municipal Corporation By Name Title Date By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Scott F. Meinzen Vice President/ GM Mar 26, 2024 Christopher D. Jensen Chad Mosley Director of Public Works Mar 26, 2024 Mar 26, 2024 EXHIBIT A SCOPE OF SERVICES City of Cupertino – Syserco Energy Solutions, Inc. Exhibit A-Scope of Services Photovoltaic System Conceptual Design services Page 1 of 3 This is an exhibit attached to, and made a part of, the Agreement between the City of Cupertino (“City”) and Syserco Energy Solutions, Inc. (“Consultant”) for the provision of professional design and management services (“Services”) The CONSULTANT shall provide certain design, project management, programming, funding, and cost management services as required and requested by the CITY. The duties and services for Consultant on the City’s Capital Improvement Programs (“CIP”) “Sustainable Infrastructure” project (“Project”), include, but are not limited to, design, project management, programming, and cost management services as detailed below. Consultant shall be responsible to coordinate all Sub Consultants as required for the work, in accordance with this Agreement. Task One: Conceptual Design and Project Development. Using the diagrams and scope identified in the PG&E NEM 2.0 applications (dated April 2023, see exhibit D) as a starting point, Consultant will develop Conceptual layouts, conceptual single line diagrams, and major material equipment lists and outline technical specifications for new photovoltaic systems at the following City facilities: 1. Blackberry Farm (~75.9 kW) 2. Civic Center (~52.9 kW) 3. Library (~489.9 kW) 4. Quinlan Community Center and Cupertino Senior Center (~324.3 kW Interconnected at Quinlan Community Center, aggregated to provide energy cost offset to Cupertino Senior Center) 5. Cupertino Sports Center (~219.1 kW) These conceptual designs will be the basis of future tasks and project evaluations. While developing the designs and scope, Consultant will make recommendations regarding options such as battery back-up and micro-grid/emergency connectivity, while considering the effect of these facilities in relation to the NEM 2.0 application. The Consultant will be responsible for gathering, examining, and understanding all existing site-specific documentation, relevant land-use and environmental regulations, and building code/ permit requirements, which may include items such as height restrictions. These can include previous site-specific reports or documents, information provided from utility providers and state and local regulating agencies as well as other documentation. The City will share any facility and/or utility information available. Existing onsite utilities or easements are to be researched through available parcel documentation and city provided plans, and accounted for in proposed concepts. Research regarding access to and use of existing electrical service infrastructure for connection of PV systems is to be evaluated. Meetings: EXHIBIT A SCOPE OF SERVICES City of Cupertino – Syserco Energy Solutions, Inc. Exhibit A-Scope of Services Photovoltaic System Conceptual Design services Page 2 of 3 • One project kick-off meeting with City Staff, Consultant and key personnel on each team. • Periodic project meetings between City and Consultant. Other project team members may attend as needed. • Consultant will have access to each site for visual surveys, when pre-arranged with the City Project Manager. Deliverables: • Meeting Notes highlighting key decisions and action items, submitted to the City Project Manager via email. • Conceptual layouts, conceptual single line diagrams, and major material equipment lists for the proposed system at each facility. • Milestone schedule for Project Deliverables Task Two: Project Programming, Cost and Funding Report The purpose of this Conceptual Design scope of work is to determine the feasibility of entering into an Agreement for the implementation [Design and Build] of these projects. The project goal is to fully implement the installation of all five photovoltaic systems prior to April 2026, in order to utilize the NEM 2.0 status offered by PG&E. To that end, The Consultant will prepare a “Programming, Cost and Funding Report” that includes the following information: 1. Budget Impact: The most favorable outcome would be a project budget that does not impact the City’s general fund or Capital Funds. 2. Annual Savings: Must meet annual Project Costs, at minimum. 3. Energy Savings: 100% of energy savings and other benefits such as Renewable Energy Credits are directly realized by the City, should the City choose to take title of the solar arrays (as opposed to a Power Purchase Agreement (PPA)). Savings shall not be shared with Consultant or others. 4. Financing and Financing Term: The City shall have the opportunity to qualify for project Financing, if applicable, at the discretion of the City. Consultant will include funding options for the City’s consideration before the final report is published, but is not acting as a Financial Advisor. The Term of the Financing shall not exceed the useful life of the proposed systems. 5. Rebate/Grant Application: Program shall include administrative support for all grants and rebates, if available, including Inflation Reduction Act Investment Tax Credits. Consultant will notify the City of any suitable Grant opportunities that become known to them. Administrative assistance (clarifying content, providing graphics that are already a part of the project, etc.) to support the City’s grant writing and application process is included in this task. Support for thorough grant writing, application submittal and additional research may be available as an additional service. 6. Design-Build Construction: It is likely that a Design/Build methodology for implementation of this project is the most effective means. Consultant will outline a recommended Design/Build or design and build process for implementation, including EXHIBIT A SCOPE OF SERVICES City of Cupertino – Syserco Energy Solutions, Inc. Exhibit A-Scope of Services Photovoltaic System Conceptual Design services Page 3 of 3 a projected timeline necessary to meet the requirements of the project. 7. Procurement Method: Procurement shall meet the provisions of California Government Code 4217, align with State Law and the policies and ordinances of the City. Meetings: • Periodic project meetings between City and Consultant. Other project team members may attend as needed. Deliverables: • Meeting Notes highlighting key decisions and action items, submitted to the City Project Manager via email. • “Programming, Cost and Funding Report” with the information note above, in PDF format. • Support for City grant writing when needed. Task Three: Utility connection application submittals Consultant worked with the City to submit (5) Interconnection Applications in April 2023. In order to maintain NEM 2.0 status and realize the maximum financial value of these systems, each system must be designed, built, and receive Permission to Operate (PTO) from PG&E by April 15, 2026. To that end, Consultant will continue the interconnection application process on behalf of the City as required for the proposed systems at the facilities as part of this scope of work, and will do so with the intent of receiving PTO by April 15, 2026. The City will pay all permit application fee charges, in coordination with the Consultant. Deliverables: • PG&E Point of Connection applications GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY’s Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Design, Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall engage licensed engineer[s] and/or architect[s] to perform design and technical services where required by state, municipal and other regulatory codes. END OF EXHIBIT EXHIBIT B SCHEDULE OF PERFORMANCE and EXHIBIT C COMPENSATION City of Cupertino – Syserco Energy Solutions, Inc. Exhibit B-Schedule of Performance, and Exhibit C-Compensation Photovoltaic System Conceptual Design services Page 1 of 1 EXHIBIT B - SCHEDULE OF PERFORMANCE Conceptual Design Services: 180 calendar days, following contract execution. EXHIBIT C - COMPENSATION Syserco Energy Solutions, Inc’s typical hourly rate for Solar Design Services: $195.00/hour END OF EXHIBIT Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insu rance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non -contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self - insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Jan. 2022 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self -insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/12/2024 License # 0G66614 (925) 226-7350 (925) 226-7380 25682 Syserco Energy Solutions, Inc. 215 Fourier Avenue, Suite 140 Fremont, CA 94539 25674 20044 30481 A 1,000,000 X X CO-4W765201 3/1/2024 3/1/2025 300,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000A X X BA-4W762364 3/1/2024 3/1/2025 10,000,000B X X CUP-4W765409 3/1/2024 3/1/2025 10,000,000 10,000 C X SYWC561290 3/1/2024 3/1/2025 1,000,000 Y 1,000,000 1,000,000 D Prof/Pollution X X ZCD-91N77150 3/1/2024 Each Claim $3M/Agg 3,000,000 The City of Cupertino,its City Council, officers officials, agents, servants and volunteers (collectively and/or individually). are additional insureds to the extent provided in the attached form. Primary wording to the extent provided in the attached form. Waiver of Subrogation applies to General Liability, Auto Liability, Umbrella, Workers' Compensation and Pollution Liability policies to the extent provided in the attached form. 30 Day Notice of Cancellation provided to the extent provided in the attached forms. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SYSEENE-01 MIZO One Risk Group, LLC DBA: One Risk Management & Insurance Services 6701 Koll Center Parkway, Suite 350 Pleasanton, CA 94566 Certificates@oneriskgroup.com Travelers Indemnity Co of CT Travelers Property Casualty Company of America Berkshire Hathaway Homestate Ins Co St. Paul Surplus Lines Insurance Company X 3/1/2025 X X X X X X X COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1)Any "bodily injury", "property damage" or "personal injury" arising out of the providing,The following is added to SECTION II – WHO IS AN or failure to provide, any professionalINSURED: architectural, engineering or surveyingAny person or organization that you agree in a services, including:written contract or agreement to include as an additional insured on this Coverage Part is an (a)The preparing, approving, or failing to insured, but only:prepare or approve, maps, shop drawings, opinions, reports, surveys,a.With respect to liability for "bodily injury" or field orders or change orders, or the"property damage" that occurs, or for "personal preparing, approving, or failing toinjury" caused by an offense that is committed, prepare or approve, drawings andsubsequent to the signing of that contract or agreement and while that part of the contract or specifications; and agreement is in effect; and (b)Supervisory, inspection, architectural or b.If, and only to the extent that, such injury or engineering activities.damage is caused by acts or omissions of you or (2)Any "bodily injury" or "property damage"your subcontractor in the performance of "your caused by "your work" and included in thework" to which the written contract or agreement "products-completed operations hazard"applies. Such person or organization does not unless the written contract or agreementqualify as an additional insured with respect to the independent acts or omissions of such specifically requires you to provide such person or organization.coverage for that additional insured during the policy period.The insurance provided to such additional insured is subject to the following provisions:c.The additional insured must comply with the a.If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum (1)Give us written notice as soon as practicablelimits required by the written contract or of an "occurrence" or an offense which mayagreement, the insurance provided to the result in a claim. To the extent possible, suchadditional insured will be limited to such notice should include:minimum required limits. For the purposes of determining whether this limitation applies, the (a)How, when and where the "occurrence"minimum limits required by the written contract or or offense took place;agreement will be considered to include the (b)The names and addresses of any injuredminimum limits of any Umbrella or Excess persons and witnesses; andliability coverage required for the additional insured by that written contract or agreement.(c)The nature and location of any injury orThis provision will not increase the limits of damage arising out of the "occurrence"insurance described in Section III – Limits Of or offense.Insurance. (2)If a claim is made or "suit" is brought againstb.The insurance provided to such additional the additional insured:insured does not apply to: CG D2 46 04 19 ú 2018 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a)Immediately record the specifics of the (4)Tender the defense and indemnity of any claim or "suit" and the date received; and claim or "suit" to any provider of other insurance which would cover such additional(b)Notify us as soon as practicable and see insured for a loss we cover. However, thisto it that we receive written notice of the condition does not affect whether theclaim or "suit" as soon as practicable.insurance provided to such additional (3)Immediately send us copies of all legal insured is primary to other insurancepapers received in connection with the claim available to such additional insured whichor "suit", cooperate with us in the covers that person or organization as ainvestigation or settlement of the claim or named insured as described in Paragraph 4.,defense against the "suit", and otherwise Other Insurance, of Section IV – Commercialcomply with all policy conditions.General Liability Conditions. Page 2 of 2 ú 2018 The Travelers Indemnity Company. All rights reserved.CG D2 46 04 19 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a.The statements in the Declarations are accurate and complete;If all of the other insurance permits contribution by equal shares, we will follow this method also.b.Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c.We have issued this policy in reliance uponlimit of insurance or none of the loss remains,your representations.whichever comes first.The unintentional omission of, or unintentional errorIf any of the other insurance does not permit in, any information provided by you which we reliedcontribution by equal shares, we will contribute upon in issuing this policy will not prejudice yourby limits. Under this method, each insurer's rights under this insurance. However, this provisionshare is based on the ratio of its applicable limit does not affect our right to collect additionalof insurance to the total applicable limits of premium or to exercise our rights of cancellation orinsurance of all insurers.nonrenewalin accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, andagreement that the insurance afforded to an any rights or duties specifically assigned in thisinsured under this Coverage Part must apply on Coverage Part to the first Named Insured, thisa primary basis, or a primary and non-insurance applies:contributory basis, this insurance is primary to a.As if each Named Insured were the onlyother insurance that is available to such insured Named Insured; andwhich covers such insured as a named insured, b.Separately to each insured against whom claimand we will not share with that other insurance, is made or "suit" is brought.provided that: 8. Transfer Of Rights Of Recovery Against Others(1)The "bodily injury" or "property damage" for To Uswhich coverage is sought occurs; and If the insured has rights to recover all or part of any(2)The "personal and advertising injury" for payment we have made under this Coverage Part,which coverage is sought is caused by an those rights are transferred to us. The insured mustoffense that is committed;do nothing after loss to impair them. At our request,subsequent to the signing of that contract or the insured will bring "suit" or transfer those rightsagreement by you.to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a.We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we willPart in accordance with our rules and rates.mail or deliver to the first Named Insured shown in b.Premium shown in this Coverage Part as the Declarations written notice of the nonrenewaladvance premium is a deposit premium only. At not less than 30 days before the expiration date.the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficientthe earned premium for that period and send proof of notice.notice to the first Named Insured. The due date SECTION V – DEFINITIONSfor audit and retrospective premiums is the date shown as the due date on the bill. If the sum of 1."Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured.supporters. For the purposes of this definition: c.The first Named Insured must keep records of a.Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request.b.Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers orBy accepting this policy, you agree: supporters is considered an advertisement. Page16 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE –This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Who Is An Insured – Unnamed Subsidiaries C.Incidental Medical Malpractice B.Blanket Additional Insured – Governmental D.Blanket Waiver Of Subrogation Entities – Permits Or Authorizations Relating To E.Contractual Liability – RailroadsOperationsF.Damage To Premises Rented To You PROVISIONS a.An organization other than a partnership, joint venture or limited liability company; orA. WHO IS AN INSURED – UNNAMED b.A trust;SUBSIDIARIES The following is added to SECTION II – WHO IS as indicated in its name or the documents that AN INSURED:govern its structure. Any of your subsidiaries, other than a partnership,B. BLANKET ADDITIONAL INSURED –joint venture or limited liability company, that is GOVERNMENTAL ENTITIES – PERMITS ORnot shown as a Named Insured in the AUTHORIZATIONS RELATING TO OPERATIONSDeclarations is a Named Insured if: The following is added to SECTION II – WHO ISa.You are the sole owner of, or maintain an AN INSURED:ownership interest of more than 50% in, such Any governmental entity that has issued a permitsubsidiary on the first day of the policy period; or authorization with respect to operationsand performed by you or on your behalf and that youb.Such subsidiary is not an insured under are required by any ordinance, law, building codesimilar other insurance.or written contract or agreement to include as an No such subsidiary is an insured for "bodily injury"additional insured on this Coverage Part is an or "property damage" that occurred, or "personal insured, but only with respect to liability for "bodily injury", "property damage" or "personal andand advertising injury" caused by an offense advertising injury" arising out of such operations.committed: The insurance provided to such governmentala.Before you maintained an ownership interest entity does not apply to:of more than 50% in such subsidiary; or a.Any "bodily injury", "property damage" orb.After the date, if any, during the policy period "personal and advertising injury" arising out ofthat you no longer maintain an ownership operations performed for the governmentalinterest of more than 50% in such subsidiary.entity; orFor purposes of Paragraph 1.of Section II – Who b.Any "bodily injury" or "property damage"Is An Insured, each such subsidiary will be included in the "products-completeddeemed to be designated in the Declarations as:operations hazard". CG D3 16 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE pharmaceuticals committed by, or with the knowledge or consent of, the insured.1.The following replaces Paragraph b.of the definition of "occurrence" in the 5.The following is added to the DEFINITIONS DEFINITIONS Section:Section: b.An act or omission committed in providing "Incidental medical services" means:or failing to provide "incidental medical a.Medical, surgical, dental, laboratory, x-rayservices", first aid or "Good Samaritan or nursing service or treatment, advice orservices" to a person, unless you are in instruction, or the related furnishing ofthe business or occupation of providing food or beverages; orprofessional health care services. b.The furnishing or dispensing of drugs or2.The following replaces the last paragraph of medical, dental, or surgical supplies orParagraph2.a.(1)of SECTION II – WHO IS appliances.AN INSURED: 6.The following is added to Paragraph 4.b.,Unless you are in the business or occupation Excess Insurance, of SECTION IV –of providing professional health care services, Paragraphs (1)(a),(b),(c)and (d)above do COMMERCIAL GENERAL LIABILITY not apply to "bodily injury" arising out of CONDITIONS: providing or failing to provide:This insurance is excess over any valid and (a)"Incidental medical services" by any of collectible other insurance, whether primary, your "employees" who is a nurse, nurse excess, contingent or on any other basis, that assistant, emergency medical technician is available to any of your "employees" for or paramedic; or "bodily injury" that arises out of providing or failing to provide "incidental medical services"(b)First aid or "Good Samaritan services" by to any person to the extent not subject toany of your "employees" or "volunteer workers", other than an employed or Paragraph 2.a.(1)of Section II – Who Is An volunteer doctor. Any such "employees"Insured. or "volunteer workers" providing or failing D. BLANKET WAIVER OF SUBROGATIONto provide first aid or "Good Samaritan The following is added to Paragraph 8.,Transferservices" during their work hours for you Of Rights Of Recovery Against Others To Us,will be deemed to be acting within the of SECTION IV – COMMERCIAL GENERALscope of their employment by you or performing duties related to the conduct LIABILITY CONDITIONS: of your business.If the insured has agreed in a contract or 3.The following replaces the last sentence of agreement to waive that insured's right of Paragraph 5.of SECTION III – LIMITS OF recovery against any person or organization, we INSURANCE:waive our right of recovery against such person or organization, but only for payments we makeFor the purposes of determining the because of:applicable Each Occurrence Limit, all related acts or omissions committed in providing or a."Bodily injury" or "property damage" thatfailing to provide "incidental medical occurs; orservices", first aid or "Good Samaritan b."Personal and advertising injury" caused byservices" to any one person will be deemed to an offense that is committed;be one "occurrence". 4.The following exclusion is added to subsequent to the execution of the contract or Paragraph 2.,Exclusions, of SECTION I –agreement. COVERAGES – COVERAGE A – BODILY E. CONTRACTUAL LIABILITY – RAILROADSINJURY AND PROPERTY DAMAGE LIABILITY:1.The following replaces Paragraph c.of the definition of "insured contract" in theSale Of Pharmaceuticals DEFINITIONS Section:"Bodily injury" or "property damage" arising out of the violation of a penal statute or c.Any easement or license agreement; ordinance relating to the sale of Page 2 of 3 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: SCHEDULE Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: PROVISIONS IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. 30 CO-4W765201 03-01-2024 POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: SCHEDULE Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: PROVISIONS IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. 30 BA-4W762364 03-01-2024 © 2016 The Travelers Indemnity Company. All rights reserved.Page 4 of 22 EU 00 01 07 16 UMBRELLA 2.We have no duty to defend any insured against any "suit": a.Seeking damages to which this insurance does not apply; or b.If any other insurer has a duty to defend. 3.When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4.Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5.We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a.All expenses we incur. b.The cost of: (1)Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2)Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. c.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d.All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f.All interest that accrues on the full amount of any judgment after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A – EXCESS FOLLOW- FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B – UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II – WHO IS AN INSURED A.COVERAGE A – EXCESS FOLLOW-FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1.The Named Insured shown in the Declarations; and 2.Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a.The limits of insurance afforded to such person or organization will be: (1)The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or (2)The limits of insurance of this policy; whichever is less; and b.Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". B.COVERAGE B – UMBRELLA LIABILITY With respect to Coverage B: 1.The Named Insured shown in the Declarations is an insured. 2.If you are: © 2016 The Travelers Indemnity Company. All rights reserved.Page 14 of 22 EU 00 01 07 16 UMBRELLA b.You have paid all premiums due for this policy at the time you make such request; c.You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and d.That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3.Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4.Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J.INSPECTIONS AND SURVEYS 1.We have the right but are not obligated to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. K.LEGAL ACTION AGAINST US 1.No person or organization has a right under this insurance: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this insurance unless all of its terms have been fully complied with. 2.A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a.Are not payable under the terms of this insurance; or b.Are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L.MAINTENANCE OF UNDERLYING INSURANCE 1.The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow- Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2.The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a.Coverage; b.Limits of insurance; c.Termination of any coverage; or d.Exhaustion of aggregate limits. 3.If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". M.OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 15 of 22 UMBRELLA excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: 1.This insurance will apply before any "other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2.This insurance is still excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N.PREMIUM 1.The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2.If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3.If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4.Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II – WHO IS AN INSURED. O.PREMIUM AUDIT The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. P.PROHIBITED COVERAGE – UNLICENSED INSURANCE 1.With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2.We do not assume responsibility for: a.The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b.The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Q.PROHIBITED COVERAGE – TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 1.Any trade or economic sanction under any law or regulation of the United States of America; or 2.Any other applicable trade or economic sanction, prohibition or restriction. R.REPRESENTATIONS By accepting this insurance, you agree: 1.The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2.Those statements are based upon representations you made to us; and 3.We have issued this insurance in reliance upon your representations. S.SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: 1.As if each Named Insured were the only Named Insured; and 2.Separately to each insured against whom claim is made or "suit" is brought. © 2016 The Travelers Indemnity Company. All rights reserved.Page 16 of 22 EU 00 01 07 16 UMBRELLA T.WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1.If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the execution of that contract or agreement by such insured. 2.Reimbursement of any amount recovered will be made in the following order: a.First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b.Next, to us; and c.Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3.Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U.TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1.Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2.If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. V.UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W.WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1.The insured's liability is established by: a.A court decision; or b.A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2.The amount of the "applicable underlying limit" or "self-insured retention" is paid by or on behalf of the insured. SECTION VI – DEFINITIONS A.With respect to all coverages of this insurance: 1."Applicable underlying limit" means the sum of: a.The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES; and b.The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a.The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b.The "underlying insurer" becomes bankrupt or insolvent. 2."Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. 3."Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4."Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 11 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 21 of 37 Professional's Liability Coverage and any Contractors Indemnity For Subcontractor's Pollution Liability Coverage, no "named insured" can agree in a contract or agreement to: a. Waive any "named insured's" right of recovery against any "design professional" or "specified sub- contractor"; or b. Limit the liability of the "design professional" or "specified sub- contractor" to a maximum amount unless such limitation is an "authorized agreed limitation of liability". At our request, the "insured" will bring suit or initiate an alternative dispute resolution proceeding to enforce those rights or will help us enforce them. We will apply any amounts recovered in enforcing those rights of recovery in the following order until the total amount recovered is used up: a. We will reimburse any person or organization, including us or the "insured", any amount that person or organization has paid in excess of the limits of insurance. b. We will retain an amount equal to the amount we have paid under this policy. c. We will pay to the "insured" any remaining portion, including any amounts within any applicable deductible or self-insured retention. If any amounts are recovered in enforcing those rights of recovery, reasonable expenses incurred in enforcing such rights will be shared among all persons or organizations receiving amounts recovered. Each such person's or organization's share of those expenses is based on the ratio of its amount recovered to the total amounts recovered by all such persons or organizations in enforcing such rights. If the "insured" has agreed in a contract or agreement to waive that "insured's" right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make for: a. "Loss" to which any of the following applies caused by an act, error or omission committed subsequent to the execution of the contract or agreement: (1) Any Contractors Professional Liability Coverage; or (2) Any Contractors Professional Liability Loss Mitigation Expenses Coverage; b. "Loss" to which any "Pollution Liability Coverage" applies resulting from "pollution conditions" that commence subsequent to the execution of the contract or agreement; or c. "Loss" to which any Contractors Pollution Loss Mitigation Expenses Coverage applies resulting from "faulty work incidents" that are not first discovered by any "insured" until subsequent to the execution of the contract or agreement. SECTION IX - DEFINITIONS 1. "Agreed mediation": a. Means a voluntary and non-binding process that: (1) Is agreed to by us; and (2) Involves a qualified professional mediator facilitating an attempted settlement of the "claim" between the "insured" and the person or organization making the "claim". b. Does not include any mediation or alternative dispute resolution that is: (1) Ordered or imposed by a court; or (2) Otherwise legally required. 2. "Asbestos pollution conditions": a. Means any "pollution conditions" that are: (1) The disturbance of asbestos or asbestos fibers if the "pollution conditions" result from any activity that is performed on behalf of any "named insured" by a subcontractor under a written contract or agreement with such "named insured"; or (2) The inadvertent disturbance of asbestos or asbestos fibers if the "pollution conditions" do not result from any activity that is performed on behalf of any "named insured" by a sub- contractor under a written contract or agreement with such "named insured". As used in this provision, inadvertent disturbance does not include any discharge, dispersal, seepage, migration, release or escape of asbestos or asbestos fibers during or as a result of asbestos abatement operations or any other operations to test for, monitor, clean up, POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 28 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 11 21 described in Paragraphs (a)(i) or (ii) above; or (b) "Property damage" to, or "pollution clean-up costs" for, property: (i) Owned, occupied or used by; or (ii) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; any "named insured" or any of its "employees", any "named insured's" partners or members (if it is a partnership or joint venture), or any "named insured's" members (if it is a limited liability company). For the purposes of any Contractors Professional Liability Coverage, this exclusion does not apply to "property damage" to any premises, site or location that is temporarily rented or occupied by, or temporarily loaned to, the "named insured" exclusively for any job site where operations are being performed by or on behalf of such "named insured" that are part of such "named insured's" contractor business. For the purposes of any Contractors Pollution Liability Coverage and any Contractors Asbestos Pollution Liability Coverage, this exclusion does not apply to "property damage" to, or "pollution clean-up costs" for, any premises, site or location that is temporarily rented or occupied by, or temporarily loaned to, the "named insured" exclusively for any job site where "covered operations" are being performed; d. Only for the purposes of: (1) Any Contractors Professional Liability Coverage, and only with respect to the conduct of the "named insured's" contractor business; and (2) Any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage, and any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions", and only with respect to the conduct of "covered operations" for the "named insured's" business; the following persons or organizations: (1) The "named insured's" former or retired partners who are individuals and whom such "named insured" hires or retains as independent contractors in a contract or agreement with that former or retired partner if such "named insured" is designated in the Travelers ECP Custom Declarations as a partnership, but only for their performance of duties under such contract or agreement; (2) The "named insured's" former or retired members who are individuals and whom such "named insured" hires or retains as independent contractors in a contract or agreement with that former or retired member if such "named insured" is designated in the Travelers ECP Custom Declarations as a limited liability company but only for their performance of duties under such contract or agreement; and (3) The "named insured's" former or retired "employees" that such "named insured" hires or retains as independent contractors in a contract or agreement with that former or retired "employee" but only for their performance of duties under such contract or agreement. However, none of these "employees" are "insureds" for: (a) "Loss" because of "bodily injury" described in Paragraph c.(7)(a) above; or (b) "Property damage" or "pollution clean-up costs" described in Paragraph c.(7)(b) above; and e. Only for the purposes of: (1) Any Contractors Pollution Liability Coverage; (2) Any Contractors Asbestos Pollution Liability Coverage; and (3) Any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "contractor POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 11 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 29 of 37 waste non-owned disposal site pollution conditions"; any person or organization that the "named insured" agreed in a written contract or agreement to include as an additional insured under this insurance. However, such person or organization is an "insured" only for "bodily injury", "property damage" or "pollution clean-up costs" arising out of "covered operations" performed by or on behalf of any "named insured" and only to the extent that the "pollution conditions" are caused by acts or omissions of any "named insured" or any of such "named insured's" subcontractors. Also, the insurance provided to such person or organization is subject to the following provisions: (1) The limits of insurance provided to such person or organization will be the minimum limits which the "named insured" agreed to provide in the written contract or agreement, or the limits shown in the Travelers ECP Custom Declarations, whichever are less. (2) The insurance provided to such person or organization does not apply to any: (a) "Bodily injury", "property damage" or "pollution clean-up costs" resulting from: (i) "Pollution conditions" that commenced before the written contract or agreement was signed by the "named insured"; or (ii) "Pollution conditions", or any incident, condition or other circumstance which could become "pollution conditions", that was known, or reasonably should have been known, by such person or organization or by any of that organization's employees, and that was not previously disclosed to a "responsible person" before the written contract or agreement was signed by the "named insured"; or (b) "Bodily injury", "property damage" or "pollution clean-up costs" arising out of any "named insured's" operation, maintenance, or use of equipment rented or leased from that person or organization if the "pollution conditions" commenced after the equipment lease expires. 39. "Insured contract" means that part of any contract or agreement pertaining to "covered operations" or "your contractor professional services" under which the "named insured" assumes the "tort liability" of another to pay "loss" sustained or incurred by others. 40. "Lead pollution conditions" means any "pollution conditions" that are the discharge, dispersal, seepage, migration, release or escape of lead, lead compounds or any material or substance that contains or incorporates lead. 41. "Leased worker": a. Means a person hired from a labor leasing firm under an agreement between the hirer and that firm to perform duties related to the conduct of the hirer's business. b. Does not include a "temporary worker". 42. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an "auto", aircraft or watercraft or into or onto a wheeled vehicle designed for travel on railroad tracks; b. While it is in or on an "auto", aircraft or watercraft or in or on a wheeled vehicle designed for travel on railroad tracks; or c. While it is being moved from an "auto", aircraft or watercraft or from a wheeled vehicle designed for travel on railroad tracks to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the "auto", aircraft or watercraft or to the wheeled vehicle designed for travel on railroad tracks. 43. "Loss" means: a. For the purposes of any Contractors Professional Liability Coverage: (1) Compensatory damages; and (2) Punitive or exemplary damages if such damages are insurable under applicable law. POLLUTION LIABILITY Page 8 of 10 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 02 10 21 3. Other Insurance a. As used anywhere in this policy, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (1) Another insurance company; (2) Us or any of our affiliated insurance companies; (3) Any risk retention group; or (4) Any self-insurance method or program, in which case the "insured" will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown for this insurance in the Travelers ECP Custom Declarations. b. If valid and collectible other insurance is available to the "insured" for a loss covered under this insurance, our obligations are limited as follows: (1) This insurance is primary except when Paragraph (2) below applies. When this insurance is primary: (a) If any other insurance is issued to any "named insured" by us, or any of our affiliated insurance companies, this insurance is primary to that other insurance, and we will not share with that other insurance; and (b) If any other insurance not described in Paragraph (a) above is also primary, we will share with all that other insurance as follows: (i) If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each provider of insurance contributes equal amounts until it has paid its applicable limit of insurance or none of the "loss" remains, whichever comes first. (ii) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, the share of each provider of insurance is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all providers of insurance. (2) This insurance is excess over any valid and collectible other insurance, whether such other insurance is primary, excess, contingent or on any other basis: (a) If the "pollution conditions" that caused the "loss" are "auto transportation pollution conditions"; (b) That only covers one or more projects specifically described in it. This paragraph does not apply to any other insurance that is available to any person or organization that: (i) Is an "insured" under Paragraph e. of the definition of "insured"; or (ii) Is an "insured" under any additional insured endorsement issued by us as part of this policy; (c) That is available to the "insured" when the "insured" is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance; or (d) That is available to any person or organization that: (i) Is an "insured" under Paragraph e. of the definition of "insured"; or (ii) Is an "insured" under any additional insured endorsement issued by us as part of this policy. However, if the "named insured" specifically agrees in a written contract or agreement that the insurance provided to such person or organization must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such person or organization which covers that person or organization as a named insured, and we will not share with that other insurance, provided that the "bodily injury", "property damage" or "pollution clean-up costs" for POLLUTION LIABILITY RP 10 02 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 9 of 10 which coverage is sought result from "pollution conditions" that commence after the written contract or agreement was signed by the "named insured". (3) When this insurance is excess, we will have no duty to defend the "insured" against any "claim" if any provider of other insurance has a duty to defend the "insured" against that "claim". But we will have the right to associate in the defense and control of any "claim" that we reasonably believe is likely to involve this insurance. If no provider of other insurance defends any "claim" for "loss" to which this insurance applies, we will undertake to do so, but we will be entitled to the "insured's" rights against all those providers of other insurance. (4) When this insurance is excess, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all such other insurance. SECTION IV - DEFINITIONS 1. "Applicable Retroactive Date For Contractors Pollution Liability Coverage" means: a. The Retroactive Date For Contractors Pollution Liability Coverage stated in the Travelers ECP Custom Declarations, except when Paragraph b., c., d., e. or f. below applies. Paragraph b., c., d., e. or f. below applies only if coverage for the "loss" described in that paragraph is included in this form and the retroactive date described in that paragraph is stated in the Travelers ECP Custom Declarations. If no Retroactive Date For Contractors Pollution Liability Coverage is stated in the Travelers ECP Custom Declarations, that retroactive date will be deemed to be the first day of the "policy period". b. Any Auto Transportation Pollution Conditions Contractors Pollution Liability Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "auto transportation pollution conditions". c. Any Fungi Or Bacteria Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "fungi or bacteria conditions". d. Any Lead Pollution Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "lead pollution conditions". e. Any Low-Level Radioactivity Pollution Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "low-level radioactivity pollution conditions". f. Any Silica Pollution Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "silica pollution conditions". If more than one retroactive date in Paragraph b., c., d., e. or f. above applies, "applicable Retroactive Date For Contractors Pollution Liability Coverage" means the latest of such retroactive dates. 2. "Contractors Pollution Liability Coverage": a. Means Contractors Pollution Liability Coverage. b. Includes Contractors Pollution Liability coverage that is part of any policy that provides Contractors Pollution Liability coverage and any other coverage. 3. "Coverage territory" means anywhere in the world. 4. "Financial interest" means the insurable interest in a "foreign insured organization" because of: a. Sole ownership of, or majority ownership interest in, such "foreign insured organization", either directly or through one or more intervening subsidiaries; b. Indemnification of, or an obligation to indemnify: (1) Such "foreign insured organization" for a "foreign pollution legal liability loss" or "foreign emergency response costs loss"; or POLLUTION LIABILITY Page 8 of 10 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 02 10 21 3. Other Insurance a. As used anywhere in this policy, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (1) Another insurance company; (2) Us or any of our affiliated insurance companies; (3) Any risk retention group; or (4) Any self-insurance method or program, in which case the "insured" will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown for this insurance in the Travelers ECP Custom Declarations. b. If valid and collectible other insurance is available to the "insured" for a loss covered under this insurance, our obligations are limited as follows: (1) This insurance is primary except when Paragraph (2) below applies. When this insurance is primary: (a) If any other insurance is issued to any "named insured" by us, or any of our affiliated insurance companies, this insurance is primary to that other insurance, and we will not share with that other insurance; and (b) If any other insurance not described in Paragraph (a) above is also primary, we will share with all that other insurance as follows: (i) If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each provider of insurance contributes equal amounts until it has paid its applicable limit of insurance or none of the "loss" remains, whichever comes first. (ii) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, the share of each provider of insurance is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all providers of insurance. (2) This insurance is excess over any valid and collectible other insurance, whether such other insurance is primary, excess, contingent or on any other basis: (a) If the "pollution conditions" that caused the "loss" are "auto transportation pollution conditions"; (b) That only covers one or more projects specifically described in it. This paragraph does not apply to any other insurance that is available to any person or organization that: (i) Is an "insured" under Paragraph e. of the definition of "insured"; or (ii) Is an "insured" under any additional insured endorsement issued by us as part of this policy; (c) That is available to the "insured" when the "insured" is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance; or (d) That is available to any person or organization that: (i) Is an "insured" under Paragraph e. of the definition of "insured"; or (ii) Is an "insured" under any additional insured endorsement issued by us as part of this policy. However, if the "named insured" specifically agrees in a written contract or agreement that the insurance provided to such person or organization must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such person or organization which covers that person or organization as a named insured, and we will not share with that other insurance, provided that the "bodily injury", "property damage" or "pollution clean-up costs" for POLLUTION LIABILITY RP 10 02 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 9 of 10 which coverage is sought result from "pollution conditions" that commence after the written contract or agreement was signed by the "named insured". (3) When this insurance is excess, we will have no duty to defend the "insured" against any "claim" if any provider of other insurance has a duty to defend the "insured" against that "claim". But we will have the right to associate in the defense and control of any "claim" that we reasonably believe is likely to involve this insurance. If no provider of other insurance defends any "claim" for "loss" to which this insurance applies, we will undertake to do so, but we will be entitled to the "insured's" rights against all those providers of other insurance. (4) When this insurance is excess, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all such other insurance. SECTION IV - DEFINITIONS 1. "Applicable Retroactive Date For Contractors Pollution Liability Coverage" means: a. The Retroactive Date For Contractors Pollution Liability Coverage stated in the Travelers ECP Custom Declarations, except when Paragraph b., c., d., e. or f. below applies. Paragraph b., c., d., e. or f. below applies only if coverage for the "loss" described in that paragraph is included in this form and the retroactive date described in that paragraph is stated in the Travelers ECP Custom Declarations. If no Retroactive Date For Contractors Pollution Liability Coverage is stated in the Travelers ECP Custom Declarations, that retroactive date will be deemed to be the first day of the "policy period". b. Any Auto Transportation Pollution Conditions Contractors Pollution Liability Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "auto transportation pollution conditions". c. Any Fungi Or Bacteria Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "fungi or bacteria conditions". d. Any Lead Pollution Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "lead pollution conditions". e. Any Low-Level Radioactivity Pollution Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "low-level radioactivity pollution conditions". f. Any Silica Pollution Conditions Retroactive Date stated in the Travelers ECP Custom Declarations if the "pollution conditions" that caused the "loss" are "silica pollution conditions". If more than one retroactive date in Paragraph b., c., d., e. or f. above applies, "applicable Retroactive Date For Contractors Pollution Liability Coverage" means the latest of such retroactive dates. 2. "Contractors Pollution Liability Coverage": a. Means Contractors Pollution Liability Coverage. b. Includes Contractors Pollution Liability coverage that is part of any policy that provides Contractors Pollution Liability coverage and any other coverage. 3. "Coverage territory" means anywhere in the world. 4. "Financial interest" means the insurable interest in a "foreign insured organization" because of: a. Sole ownership of, or majority ownership interest in, such "foreign insured organization", either directly or through one or more intervening subsidiaries; b. Indemnification of, or an obligation to indemnify: (1) Such "foreign insured organization" for a "foreign pollution legal liability loss" or "foreign emergency response costs loss"; or Syserco for Photovoltaic Systems Conceptual Design Services Final Audit Report 2024-03-26 Created:2024-03-24 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAYSTObbFc3RoaDEZJMIfjovaiaWR9G59C "Syserco for Photovoltaic Systems Conceptual Design Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-03-24 - 7:36:16 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2024-03-24 - 7:38:33 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2024-03-24 - 7:39:09 PM GMT - Time Source: server- IP address: 98.97.58.121 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-03-24 - 7:39:11 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-03-25 - 3:41:35 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to s.meinzen@syserco-es.com for signature 2024-03-25 - 3:41:37 PM GMT Email viewed by s.meinzen@syserco-es.com 2024-03-25 - 5:24:30 PM GMT- IP address: 172.226.212.22 Email viewed by s.meinzen@syserco-es.com 2024-03-26 - 8:52:28 PM GMT- IP address: 104.47.56.126 Signer s.meinzen@syserco-es.com entered name at signing as Scott F. Meinzen 2024-03-26 - 8:53:17 PM GMT- IP address: 73.222.122.6 Document e-signed by Scott F. Meinzen (s.meinzen@syserco-es.com) Signature Date: 2024-03-26 - 8:53:19 PM GMT - Time Source: server- IP address: 73.222.122.6 Document emailed to christopherj@cupertino.org for signature 2024-03-26 - 8:53:22 PM GMT Email viewed by christopherj@cupertino.org 2024-03-26 - 9:13:01 PM GMT- IP address: 174.194.129.51 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-03-26 - 9:14:16 PM GMT- IP address: 174.194.129.51 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-03-26 - 9:14:18 PM GMT - Time Source: server- IP address: 174.194.129.51 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2024-03-26 - 9:14:20 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2024-03-26 - 11:26:35 PM GMT- IP address: 104.47.74.126 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2024-03-26 - 11:27:09 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-03-26 - 11:27:11 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-03-26 - 11:28:04 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-03-26 - 11:28:12 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-03-26 - 11:28:12 PM GMT