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20-009 Columbia Telecommunications Corporation, Wireless and Fiber Optic Master Plan Design Services CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation("City"), and Columbia Telecommunications ("Contractor"), a Corporation for Wireless and Fiber Optic Master Plan Design Services and is effective on the last date signed below("Effective Date"). 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on 06/30/2020 ("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin on 1/15/2020 and shall be completed by 06/30/2020 . The City's appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. i 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. i 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $89,985 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. i f I Wireless and Fiber Optic Master Plan Design Services Page 1 of 9 Professional/Consulting Contracts Mersion:Sept.2019 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty(30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits,worker's compensation, or other benefits from the City. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees,agents,and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave,personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including,but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents,or subcontractors, is an employee for any purpose,then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made. Wireless and Fiber Optic Master Plan Design Services Page 2 of 9 Professional/Consulting Contracts/{version:Sept.2019 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights.Any interest(including copyright interests)of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement,to the extent requested by City.In any case,no Work Product shall be shown to any third-party without prior written approval of City. ' 1 7.2 Copyright. To the extent permitted by Title 17 of the U.S.Code, all Work Product arising out of this Agreement is considered"works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses.Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this 1 Agreement. i 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights,City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services;and/or (d) Other City projects. 75 Deliverables and Format.Contractor must he of es co i provide electronic and hard p p t Work { Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables,which must be available Wireless and Fiber Optic Master Plan Design Services Page 3 of 9 Professional/Consulting Contracts/Version:Sept.2019 i to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four(4) years from the date of City's final payment. 9. ASSIGNMENT i Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters,brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract,without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright,trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim.At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. Wireless and Fiber Optic Master Plan Design Services Page 4of9 Professional/Consulting Contracts Mersion:Sept.2019 i 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws.Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. Wireless and Fiber Optic Master Plan Design Services Page 5 of 9 Professional/Consulting ContractsMersion:Sept.2019 I i 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager.The City assigns Bill Mitchell as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Joanne Hovis as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance.Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%) of the total time expended to date in the performance of the Services. 16. TERMINATION 1 City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE,AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Wireless and Fiber Optic Master Plan Design Services Page 6 of 9 Professional/Consulting Contracts/Version:Sept.2019 i I I f California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint,or pursues arbitration, appeal,or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 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 Wireless and Fiber Optic Master Plan Design Services Page 7 of 9 Professional/Consulting Contracts/Version:Sept.2019 i force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: To Contractor: 10300 Torre Ave.,Cupertino CA 95014 Colombia Telecommunications Corporation 10613 Concord Street,Kensington,MD 20895 Attention:Bill Mitchell,CTO Attention:Joanne Hovis,President Email: BiI1M@cupertino.org Email:Jhovis@ctcnet.us 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b)is signed by the City Manager or an authorized designee, and(c) is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. i Wireless and Fiber Optic Master Plan Design Services Page 8 of 9 Professional/Consulting Contracts/Version:Sept.2019 IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By �Oxia— Name Bill Mitchell Name ,InannP S Hovis Title Chief Technology Officer Title president Date Zg& ��j0 Date 1/14/2020 Tax I.D.No.: APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: City Clerk Wireless and Fiber Optic Master Plan Design Services Page 9 of 9 Professional/Consulting Contracts Version:Sept.2019 EXHIBITS A & B This engagement followed on multiple significant projects we completed with the City and its electric utility, Seattle City Light, over more than eight years. In 2015,for example,we completed a major FTTP feasibility study (http://www.seattle.gov/tech/initiatives/broadband/studies-and- history)that included residential and business market research,financial projections for multiple buildout approaches, and a risk assessment. Texas Department of Transportation (TxDOT) In an ongoing engagement with TxDOT, we are developing a full strategic plan and guidance for wireless siting requirements, developing technical standards, establishing processes, and recommending appropriate fees—all intended to protect state Texas interests while enabling efficient private use of TxDOT assets along Department of more than 80,000 miles of roadways. Transportation 5. Project Approach and Methodology As local governments nationwide contend with a host of competing opportunities and challenges around wireless facility deployment in their communities, the most forward-thinking localities are seeking ways to capitalize on the rapid changes in wireless technologies and wireless carrier deployment patterns. We applaud the City of Cupertino for its efforts to plan its wireless future. We believe that wireless infrastructure can meet both Smart City requirements and the needs of the wireless carriers—while fulfilling the City's technical, aesthetic, and safety requirements. City-owned fiber will play a key role in supporting the City's internal efforts and incentivizing wireless carriers to use the City's infrastructure. Notably, our methodology includes many tasks that we currently are performing for the City of San Francisco (such as inventorying the City's fiber and wireless resources, conducting a needs assessment, and developing technical and business options to support a wireless communications master plan around "Smart Poles") and other local governments in California and elsewhere. Our scope of work, which we anticipate completing in four to six months, includes the following tasks: Task 1: Identify and Inventory Assets As an initial step, we will conduct an on-site strategy session. We will meet with invited City personnel to discuss project goals and objectives,review relevant maps and documents,establish project parameters, and address the team's primary questions and concerns. 29 The strategy session will enable us to understand the City's long-term vision and expected timeline. We will seek guidance on any potential hurdles or areas of concern, as well as insight into the City's knowledge of wireless service providers' plans for future expansion. Specific agenda items will include: • Introduce team and identify project stakeholders • Review project schedule, key milestones, and deliverables • Transfer relevant maps, studies, and documents to the CTC project team, including existing City GIS data (e.g.,fiber assets,traffic signal poles, City buildings)and data related to permitted construction projects, upcoming capital projects, and wireless facility siting applications • Discuss potential network business models Then, drawing on the City's GIS data and as-built drawings (which we understand include details on strands, splicing, and fiber utilization), we will perform a desk inventory of: 1. The City's fiber assets 2. City assets that currently or could accommodate small cell antennas, including street light poles, traffic signal poles, water tanks, and City buildings We will first review the City's GIS layers, records of existing and planned wireless facility siting, and other related data to identify the scope of existing inventoried assets. We will then review the City's as-builts to identify City-owned assets that are not in the City's GIS maps. We will not include in our inventory any wooden utility poles that belong to the power or phone companies. Our deliverable for this task—which will inform our designs in later tasks—will be inventory data (including information previously only contained in the City's as-builts) in a format suitable for future integration into the City's GIS layers. Task 2: Recommend Fiber Use and Possible Expansion Based on the inventory we develop in Task 1 and the insights and input we receive during the needs assessment process (Task 5, which we will conduct in conjunction with our strategy workshop at the start of the project), we will identify and recommend options for both using the City's existing fiber and cost-effectively expanding it. CTC's funding strategies team lead will also conduct a brief, high-level analysis of potential state and federal funding opportunities (e.g., E- Rate, the Commerce Department's Economic Development Assistance program) that might support the City's future fiber expansion. 30 Our recommendations in this task will be uses for the City's fiber (new and proposed additional construction) that will support government-facing operations, as well as fiber that can serve as a resource for wireless providers and can enable both City-owned, public-facing Wi-Fi in public areas and IoT applications. We performed a similar task for the City of Santa Cruz as that client explored options for its I-Net; based on the city's identified needs, we designed a fiber expansion that leveraged existing city infrastructure and made the best use of the rights-of-way to create a resilient network. Task 3: Small Cell Strategies and Design Guidelines We will prepare updates to the City's Plan (and corresponding recommended amendments to the City's ordinance and zoning text)that reflect best practices for small cell deployment.We will prepare a high-level table that compares our recommendations to approaches taken by other cities in the region,to the extent that information about those design and permitting approaches are publicly available. Identify best business practices for small cell deployment We will seek to identify best business practices for small cell deployment, potentially including guidance on issues such as analyzing costs to document the basis for application pricing, streamlining City permitting processes, and encouraging colocation. Review and update City design and permitting guidelines for small cell deployment We will review the City's existing small cell standards and processes relative to best practices we have seen in California and nationally, the evolution of wireless technology, and the potential coordination with Smart City initiatives. To the extent necessary, we will revise those guidelines as follows: Develop updated technical standards for attachment to City infrastructure We propose to update the City's existing technical standards for wireline and wireless attachments to City infrastructure.These will include, but not be limited to, standards related to the attachments' dimensions, clearances, mounting requirements, noise levels, powering, and emergency practices. The updated standards will state what type of structural analysis needs to be done by the applicant and will define the circumstances under which a pole needs to be replaced to support the new communications use (so as to protect the operational integrity of the City's traffic and light poles). Our intent will be to develop updated standards that allow the City to protect the primary use of its mounting assets (e.g., poles) by ensuring that wireless attachments will not interfere with or compromise the function of those assets. Our updated standards will also define how small cell installation and maintenance may be performed, with a focus on ensuring the safety, security, 31 and reliability of the City's facilities and services, and minimizing disruption to utility workers, traffic, and the public. Develop updated aesthetic standards for placement of small cells in the right-of-way In the FCC's small cell Order, the FCC claims that "providers...densify their networks with new small cell deployments that have antennas often no larger than a small backpack."10 The image of a small cell attachment as a "small backpack" (or, as the industry likes to say, a "pizza box") ignores the actual size and visual impact of the related cabling and equipment boxes, which can be dozens of times larger than the antenna itself. In fact,the Order itself defines a "Small Wireless Facility" as one that has an antenna occupying no more than 3 cubic feet and support facilities collectively occupying no more than 28 cubic feet. That said,the Order goes on to note that"aesthetics requirements are not preempted if they are (1) reasonable, (2) no more burdensome than those applied to other types of infrastructure deployments, and (3) objective and published in advance."11 We thus propose to develop updated aesthetic standards consistent with practices of the Cupertino community, as described to us by the City and documented in any City guidelines or requirements shared with us. We will also collaborate with the City and its counsel (internal or external) to confirm counsel's interpretation of the Order in this regard. These updated aesthetic standards may include requirements or guidance related to: • Size of antennas, equipment boxes, and cabling • Painting of attachments to match mounting structures • Use of shrouds, stealth techniques, or other camouflage • Flush-mounting of antennas • Placement of equipment • Consistency with the character of historic neighborhoods • Minimum spacing between attachments Recommend City ordinance and zoning code changes We will review the City's relevant ordinances and zoning code with representatives of Public Works and any other departments that review small cell applications. To the extent necessary, io Order,¶3. 11 Order,¶86. 32 and in collaboration with the City's counsel (internal or external), we will recommend amendments that reflect the definition of small cells, the detailed technical and aesthetic standards for wireless attachments that we develop above, and the definitions of routine maintenance and power supplies. (We have provided similar support to Montgomery County, Maryland, over the past year as that government developed zoning text amendments to address small cell deployment issues.12) After reviewing the suggestions with the City, we will provide an edited version of the ordinance. Task 4: Possible Use Cases of Fiber and Wireless Infrastructure Drawing on the recommendations we develop in Task 2 and the insights and input we receive during the needs assessment (Task 5), we will develop and describe up to four use cases that would be relevant to address the City's identified needs. Our examples will be informed by use cases we have developed for other clients. For example, a number of municipal utilities in Massachusetts are providing dark fiber and pole attachments to enable wireless service providers to expand.Similarly,the City of Baltimore provides access to conduit and attachment on the city's light poles for commercial wireless providers. Some cities are investigating ways to provide fiber in conjunction with colocation facilities and rooftop access to incent placement of competitive high-speed wireless services outside typically served areas. Other cities are exploring citizens broadband radio service (CBRS)technology for a combination of city and public LTE and 5G use. Task 5: Conduct Needs Assessment To assess the City government's needs for wireless communications infrastructure, we will facilitate in-depth discussions with representatives of the City's departments who have technical knowledge and operational responsibilities for departmental activities that include or could include wireless communications. These discussions will also enable us to identify opportunities for efficient, cost-effective deployment options. Across the full range of City government departments, there may be many initiatives, such as street furniture replacement, that could become part of an overall strategic plan for wireless technology deployment. (Kiosks, bus shelters, street lights, and benches are all potential targets of opportunity for a coordinated wireless plan.) We anticipate conducting the needs assessment meetings over the course of up to two days on site;we will schedule the meetings in conjunction with Task 1, both for the sake of cost-effective travel planning and to gather this input as early in the project as possible. 12"2018 Proposed Zoning Text Amendment(ZTA);' Montgomery County, Maryland,Government, https://montgomerycountvmd.gov/cable/towers/zta-links.html 33 To develop a list of participants for this needs assessment task, we will work with the City to identify a comprehensive list of City departments. Given the potential alignment of a citywide wireless effort with the buildout of small cells by commercial wireless providers,we also propose to meet with Planning Department staff involved with permitting small cells. And, given the importance of public safety wireless communications, we will seek to meet with representatives of the Santa Clara County Sheriff and Fire departments. The outcome from these meetings will include an identification of the City government's needs, concerns, and priorities related to fiber and wireless network communications infrastructure. Task 6: Recommend Fiber and Wireless Technology Options In this task, we will help the City understand the available technology options for meeting its wireless needs. We will focus not just on technological capabilities (i.e., the ability of a solution to meet end users' needs), but also on user experience (e.g.,the ability of a technology to deliver a consistent experience with regard to connection, authentication, and so on) and on operating costs, product lifecycles, and other issues related to the long-term financial sustainability of the City's efforts. To be clear, we will not create a system-level design or a detailed design. Rather, we will create a high-level network topology and architecture based on the needs we identify and the other information we develop through our asset inventory and desk review of the City's GIS maps and as-builts. This architecture will describe an expanded, City-operated fiber and wireless infrastructure that can support wireless deployment for IoT and other uses. We will also develop a high-level cost estimate (capital and operating) for the recommended network, based on such factors as the likely number of wireless access points required to provide citywide coverage. The network we recommend will leverage the City's existing fiber and infrastructure (including vertical mounting assets and existing Wi-Fi), will reflect best practices for security and resiliency,13 will consider innovative approaches such as smart poles that can incorporate small cell antennas, will support both City and public-facing uses, and will incorporate best-fit wireless technologies (potentially including 4.9 GHz, unlicensed, and CBRS technology). Optional Task: Conduct Field Survey As an optional task, to be priced separately, a CTC outside plant (CISP) engineer will conduct a field survey of a representative portion of the City to develop data and insights that will support a more detail-level design and cost estimate for specific fiber routing. 13 CTC's CTO,Andrew Afflerbach, led the CTC team that researched and wrote a"Network Resiliency and Security Playbook"on behalf of the National Institute for Hometown Security(NIHS),under a contract with the Department of Homeland Security's Office of Infrastructure Protection(DHS/IP). 34 Optional Task: Facilitate Discussions with Utility Pole Owners As an optional task,to be priced separately, we will facilitate discussions via teleconference with representatives of the Northern California Joint Pole Association, AT&T, and Pacific Gas and Electric about pole attachment conditions, conduit availability, costs, timelines, and areas of risk in construction. Task 7: Compare Business Models Based on the data developed in the prior tasks, as well as our insights into the evolution of wireless technology and deployment patterns, we will assess a range of business and operational models for the City's network, including the three approaches identified in the City's RFP. We will prepare a cost-benefit analysis of the models, taking into consideration such opportunities as the ability to leverage the value of the City's assets;for example,there may exist opportunity for the City to lease fiber and other assets to wireless carriers involved in deployment of small cells, or to enter the business of DAS and/or small cell antenna implementation itself in conjunction with a fiber and wireless network deployment. As we are investigating in our Smart Poles engagement with the City of San Francisco, Cupertino may be able to require attachers in the right-of-way to replace poles they seek to use with a Smart Pole. Going this route does not mean outsourcing the wireless siting process or City property; it means the City does what it has historically done with poles, but brings its infrastructure into the Smart Pole world. As part of this task, our senior business planning team will lead a two-hour, interactive teleconference workshop with City stakeholders to discuss possible business models and opportunities. This discussion will provide an overview of key considerations for a business strategy,and will introduce stakeholders to such matters as potential business models, technical considerations, and market dynamics. We highly recommend that the City's counsel participate in this discussion, so that the attorney(s) can conduct an assessment of the City's legal responsibilities under the various business models. Following the interactive workshop, we will develop an analysis of the business opportunity for the City and will make recommendations for the City's consideration. Optional Task:Assess Legal Responsibilities with Outside Counsel CTC is not a law firm, but we routinely work with attorneys to assess our clients' legal responsibilities and to tailor our technical and strategic advice within a legal framework. As an optional task, to be priced separately, we will engage a law firm with extensive experience in California telecommunications law to conduct an in-depth assessment of legal issues related to network business models. 35 _ I Task 8: Dig Once Policy We will facilitate a discussion with the City's invited staff to determine the existing processes for utility coordination, the documentation of existing infrastructure, and the documentation of proposed excavation—as well as the City's preferred outcomes from a Dig Once policy. In our experience, there are two main drivers for Dig Once—one is a focus on protecting a city's right- of-way,while the other is developing fiber and conduit assets for the city.As a foundation for our work, we will seek to determine the City's focus on each. That prioritization will determine whether, for example, the City should initially focus on capital projects (prior to working with external service providers) and whether it should develop policies for new developments. We anticipate that invitees will include City staff from the Innovation and Technology department, the City Attorney's office, the Public Works department, and other relevant departments. Our project budget assumes that this discussion will be conducted via teleconference or video conference. Among our take-aways from this discussion will be an understanding of City staff's concerns about Dig Once and related ordinances, a list of entities that previously have contacted the City about joint trenching opportunities, details on capital projects the City is planning, a compilation of relevant codes and ordinances to be reviewed, and other issues germane to identifying relevant policies and evaluating their potential impacts on fiber construction costs. Drawing on the insights we develop in the discussion, as well as best practices we have observed and implemented elsewhere,14 we will present Dig Once policy recommendations that we believe are reasonable for Cupertino.Then,taking into consideration the input we receive from City staff, CTC engineers will draft the technical portions of a Dig Once ordinance that reflects both the City's goals and best practices, and that includes sufficient technical details to guide developers, excavators, and other entities to which the ordinance will apply. Our portion of the ordinance will include one or more charts illustrating the application intake process, coordination meetings, the roles of City staff and departments, and the responsibilities of excavators. It will include high-level specifications for utility coordination. We assume that costs to be incurred by excavators and by utilities seeking to take advantage of Dig Once opportunities will be determined on a project-by-project basis and that estimates of excavation and construction costs are out of the scope of this engagement. is We will bring to this task our nationwide experience and expertise in this field. We wrote the book on Dig Once and other municipal fiber policies. CTC Director of Engineering Andrew Afflerbach,Ph.D., P.E.,wrote the widely distributed"Technical Guide to Dig Once Policies" in 2017(http://www.ctcnet.us/wp- content/u ploads/2017/05/CTC-W h ite-Pa per-Dig-Once-20170414.pdf). 36 We will review the relevant portions of existing City ordinances and provide recommendations on technical changes in those ordinances. (The City will be responsible for legal review of our recommendations.) We will work collaboratively with the City's identified stakeholders to refine the draft ordinance as necessary. Task 9: Create Updated Replacement for City's Wireless Facilities Master Plan Our final deliverable will be an updated version of the City's Wireless Facilities Master Plan, incorporating the output of our work in Tasks 1 through 7. We will update and expand the current Plan document to include small cell standards (aesthetic and technical), wireless technology options, and use cases. To the extent possible, we will add or replace whole sections of the Plan rather than line-editing the current text. We will request that the City provide the current Plan in Microsoft Word format; will deliver a draft version of our edits and additions in Microsoft Word for the City's review; and will prepare a final draft of the updated text (along with supporting graphics and photos) based on one round of the City's consolidated feedback. We anticipate that the City will use our text and graphics to prepare a final version of the Plan in its own preferred format. 6. Cost Proposal and Contract Terms CTC proposes to perform the tasks described above (excluding tasks labeled as "optional") for a not-to-exceed cost of$89,985 including travel, as detailed in the cost proposal on the following pages." We will provide pricing for the optional tasks at the City's request. We will bill our work at the following hourly rates. Labor Category Rate Chief Technology Officer/ Director of Business Consulting $225 Principal Engineer/Analyst $200 Senior Engineer/Analyst $175 Staff Engineer/Analyst $155 Aide $80 CTC's billing rates are inclusive of all expenses including travel. We will not charge the City any additional fees without the City's prior written consent. We accept the City's proposed contract for this project (i.e., Attachment A of the City's RFP) with no exceptions. is We reserve the right to reallocate hours and budget among tasks and staff categories so long as the total project cost is not exceeded. 37 EXHIBIT C Estimated Hourly Extended Scope Labor Categories Hours" Rate Rate Chief Technology Officer/Di rector of 8 $225 $1,800 Business Consulting Task 1: Identify and Inventory Principal Engineer/ 16 $200 $3,200 Assets(and Project Strategy Analyst Workshop) Senior Engineer/ 8 $175 $1,400 Analyst Staff Engineer/ 16 $155 $2,480 Analyst ESTIMATED TOTAL,TASK 1 48 $8,880 Chief Technology Officer/Director of 8 $225 $1,800 Business Consulting Principal Engineer/ 12 $200 Task 2: Recommend Fiber Use and Analyst $2,400 Possible Expansion Senior Engineer/ 8 $175 $1,400 Analyst Staff Engineer/ 8 $155 $1,240 Analyst ESTIMATED TOTAL,TASK 2 36 $6,840 Chief Technology Officer/Director of 12 $225 $2,700 Business Consulting Principal Engineer/ 30 $200 $6,000 Task 3:Small Cell Strategies and Analyst Design Guidelines Senior Engineer/ 8 $175 Analyst $1,400 Staff Engineer/ 8 $155 Analyst $1,240 ESTIMATED TOTAL,TASK 3 58 $11,340 Chief Technology Officer/Di rector of 8 $225 $1,800 Business Consulting Principal Engineer/ 16 $200 $3,200 Task 4:Possible Use Cases of Fiber Analyst and Wireless Infrastructure Senior Engineer/ 16 $175 $2,800 Analyst Staff Engineer/ 8 $155 $1,240 Analyst ESTIMATED TOTAL,TASK 4 48 $9,040 16 We reserve the right to reallocate hours and budget among tasks and staff categories so long as the total project cost is not exceeded. 38 Estimated Hourly Extended Scope Labor Categories Hours 16 Rate Rate Chief Technology Officer/Director of 10 $225 $2,250 Business Consulting Principal Engineer/ 24 $200 $4,800 Task 5:Conduct Needs Assessment Analyst Senior Engineer/ 4 $175 $700 Analyst Staff Engineer/ 4 $155 Analyst $620 ESTIMATED TOTAL,TASK 5 42 $8,370 Chief Technology Officer/Director of 16 $225 $3,600 Business Consulting Principal Engineer/ 24 $200 $4,800 Task 6: Recommend Fiber and Analyst Wireless Technology Options Senior Engineer/ 24 $175 $4,200 Analyst Staff Engineer/ 20 $155 $3,100 Analyst ESTIMATED TOTAL,TASK 6 84 $15,700 Chief Technology Officer/Director of 8 $225 $1,800 Business Consulting Principal Engineer/ 8 $200 $1,600 Task 7:Compare Business Models Analyst Senior Engineer/ 16 $175 $2,800 Analyst Staff Engineer/ 8 $155 $1,240 Analyst ESTIMATED TOTAL,TASK 7 40 $7,440 Chief Technology Officer/Director of 15 $225 $3,375 Business Consulting Principal Engineer/ 16 $200 Task 8: Dig Once Policy Analyst $3,200 Senior Engineer/ 16 $175 $2,800 Analyst Staff Engineer/ 4 $155 $620 Analyst ESTIMATED TOTAL,TASK 8 51 $9,995 39 Estimated Hourly Extended Scope Labor Categories Hours16 Rate Rate Chief Technology Officer/Director of 12 $225 $2,700 Business Consulting Task 9:Create Updated Principal Engineer/ 8 $200 $1,600 Replacement for City's Wireless Analyst Facilities Master Plan Senior Engineer/ 32 $175 Analyst $5,600 Staff Engineer/ 16 $155 $2,480 Analyst ESTIMATED TOTAL,TASK 9 68 $12,380 TOTAL ESTIMATED HOURS AND 475 $89,985 NOT-TO-EXCEED COST 7. Acknowledgements, Additions, and Exceptions We acknowledge our ability to meet all of the requirements stated in the City's scope of work, and accept the terms and conditions of the City's RFP with no exceptions. In addition, we have proposed optional tasks in the project methodology(Section 5). We have a robust roster of national and international clients, and our workload reflects that success.As we have proven over the past three decades, however,we are adept at managing our clients' needs and our staffing levels. We pride ourselves on our track record of completing projects on time, regardless of the size or complexity of the tasks at hand—or the time zone in which the projects are located. We commit to providing an exceptional level of service and to meeting your timeline. 40 EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense,the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability(CGL)for bodily injury,property damage,personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement;or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. h 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 01 (04/13). a 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 ordisease. J 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$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. h 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. Exh.D-Insurance Requirements for Design Professionals&Consultant Contracts Form Updated Sept. 2019 1 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City.At City's option,either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses.The policy shall provide,or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M.Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract),and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances,with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultant Contracts Form Updated Sept. 2019 2 COLUTEL-01 TENGELBERG CERTIFICATE OF LIABILITY INSURANCE DATE 1/6/2 D/YYYY) /6/2020 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). PRODUCER CONTACT ,Jill Otto NAME: HUB Int'l Mid-Atlantic Inc.formerly The Insurance Exchange,Inc. PHONE FAX 9713 Key West Avenue (A/C,No,Ext):(301)424-7945 (A/C,No): Suite 401 -ADDRESS:otto.j@tie-inc.com Rockville,MD 20850 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company 20443 INSURED INSURER B:Hartford Accident&Indemnity 22357 Columbia Telecommunications Corporation(CTC) INSURER C:The Continental Insurance Company 35289 10613 Concord Street INSURER D: Kensington,MD 20895 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR ,POLICY NUMBER POLICY EFF POLICY EXP LTR IN SD WVD MM DD MM DD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE [X] OCCUR 6074574563 10/1/2019 10/1/2020 DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PE� LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY EO aBINEDtSINGLE LIMIT $ 1,000,000 X ANY AUTO 42UECBI2547 10/112019 10/1/2020 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ 1 A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 7,000,000 EXCES X B CLAIMS-MADE 6074574577 10/1/2019 10/1/2020 AGGREGATE $ 7,000,000 DED RETENTION$ 10,000 $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A 6072808879 10/1/2019 10/1/2020 E.L.EACH ACCIDENT $ $OO,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. 6074574563 10/1/2019 10/1/2020 Ea.Claim/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) When required by written Contract The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are listed as Additional Insured as respects General Liability for ongoing and completed operations per forms SB146932F(616)and SB146935D(6-16)included and per the policy terms and conditions. When required by written contract,a waiver of subrogation applies in favor of the Additional Insured as respects to Workers Compensation per form WC000313(04-84)included and per the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Ave ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) JJJ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Apr, a Workers Compensation And Employers Liability Insurance Policy Endorsement We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement Is reflected in the Schedule of Operations, All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below, Form No-WC 00 03 13(04.1984) Policy No:WC 6 72808879 Underwriting Company: The Continental insurance Company, 151 N Franklin St,Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. SB146935D CNA (Ed.6-16) BLANKET ADDITIONAL INSURED—OWNERS,LESSEES OR CONTRACTORS -WITH PRODUCTS COMPLETED OPERATIONS COVERAGE AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured—including Prima -Noncontributoprovision II. Liability Extension Covers es A. Bodily In'u —Ex anded Definition B. Broad Knowledge of Occurrence C. Estates Legal Representatives and S ouses D. Personal and Advertising In u —Discrimination or Humiliation E. Personal and Advertising In u —Broadened Eviction F. Waiver of Subrogation-Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. Who Is An Insured is amended to include as an additional insured any person or organization whom you are required by"written contract"to add as an additional insured on the Businessowners Liability Coverage Form. B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage,"or"personal and advertising injury"caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf in the performance of your ongoing operations specified in the"written contract';or c. Your work" that is specified in the written contract but only for "bodily injury" or "property damage" included in the products completed operations hazard, and only if: (1) The"written contract" requires you to provide the additional insured such coverage;and (2) This Coverage Part provides such coverage. 2. Subject always to the terms and conditions of this policy, including the limits of insurance,we will not provide such additional insured with: a. Coverage broader than required by the"written contract"; b. A higher limit of insurance than required by the"written contract." C. The insurance provided to the additional insured does not apply to"bodily Injury,""property damage,"or"personal and advertising injury"arising out of: a. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1) The preparing approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; or SB146935D(6-16) Page 1 of 4 Copyright,CNA Alt Rights Reserved. SB146935D CNA (Ed. 6-16) b. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Policy. D. Notwithstanding anything to the contrary in the Other Insurance condition of the Businessowners Common Policy Conditions, this insurance is excess of all other insurance available to the additional insured, whether on a primary, excess, contingent or any other basis. But if required by the "written contract', this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. E. Under Businessowners Liability Conditions,the Duties in the Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured is amended as follows: An additional insured under this endorsement will as soon as practicable: a. Give us written notice of an 'occurrence" or an offense which may result in a claim or "suit' under this insurance,and of any claim or"suit'that does result; b. Tender the defense and indemnity of any claim or "suit' to any other insurer or self insurer whose policy or program applies to all loss we cover under this Policy; c. Except as provided in Paragraph B.3. of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Policy; and d. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or"suit." We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit." F. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract'means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a, Is currently in effect or becomes effective during the term of this policy;and b. Was executed prior to: (1) The"bodily injury"or"property damage";or (2) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form, If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do $ not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily Injury" is deleted and replaced with the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, _ Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. apply to you or to any additional insured only when such 'occurrence," offense, claim or "suit'is known to: -- SB146935D(6-16) Page 2 of 4 Copyright,CNA All Rights Reserved. SB146935D CNA (Ed. 6-16) (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership, (3) Any manager,if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e.applies separately to you and any additional insured. C. Estates, Legal Representative and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided,however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. D. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured;or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company)of the insured: and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (16)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement, SB146935D(6-16) Page 3 of 4 Copyright,CNA AO Rights Reserved. SB146935D CHA (Ed. 6-16) E. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. F. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: 1. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. 0 N NI A A 8N O C SB146935D (6-16) Page 4 of 4 Copyright,CNA Af Rights Reserved CNA BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of"written contract." II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Injury—Discrimination or Humiliation F. Personal and Advertising Iniury—Broadened Eviction G. Waiver of Subrogation-Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a"written contract"to provide insurance,but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F(6-16) Pagel of 7 Copyright,CNA All Righis Reserved. CNA e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a"written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract'; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below;or c. Coverage for"bodily injury"or"property damage" included within the"products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.1. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. S6146932F(6-16) Page 2 of 7 Copyright,CNA All Rights Reserved. CNA b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury", "property damage" or"personal and advertising injury" as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for"bodily injury", "property damage", or"personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or"property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury", "property damage" or"personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury", "property damage" or"personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators;or SB146932F (6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. �CNA (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury' arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury"cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through I. above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision(2)does not apply to such "bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract'; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury"or"property damage'; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: SB146932F(6-16) Page 4 of 7 Copyright, CNA All Rights Reserved. C/VA a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: (1) The "bodily injury"or"property damage";or (2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of `Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named insured's business. D. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: SB146932F(6-16) Page 5 of 7 Copyright,CNA P Rights Reserved. CNA 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage"arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work"was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D—Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e,f,g, h, i, k, I, m, n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: SB146932F (6-16) Page 6of7 Copyright,CNA All Rights Reserved. c�rA (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company)of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F(6-16) Page 7 of 7 Copyright,CNA All Rights Reserved.