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21-237 Raney Planning & Management, 20860 McClellan Rd20860 McClellan Rd Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Raney Planning & Management, Inc. (“Contractor”), a Corporation for 20860 McClellan Rd, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2022 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2022. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $14,420.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending 20860 McClellan Rd Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisi tion relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, p ersonal 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. 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. 20860 McClellan Rd Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separa te from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records 20860 McClellan Rd Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of acti on, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in 20860 McClellan Rd Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 20860 McClellan Rd Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Brianne Reyes 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 Nick Pappani as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of 20860 McClellan Rd Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of ever y kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this 20860 McClellan Rd Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Brianne Reyes Email: BrianneR@cupertino.org To Contractor: Raney Planning & Management, Inc. 1501 Sports Dr., Ste A Sacramento, CA 95834 Attention: Nick Pappani Email: npappani@raneymanagement.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Cindy Gnos Senior Vice President Nov 1, 2021 Cindy Gnos Nov 1, 2021 Director of Community Development Benjamin Fu 20860 McClellan Rd Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Nov 1, 2021 1 October 26, 2021 Brianne Reyes, Associate Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 brianner@cupertino.org (408) 777-7907 Re: 20860 McClellan Road Subdivision Project Initial Study/Mitigated Negative Declaration Dear Ms. Reyes: On behalf of Raney, a division of Raney Planning & Management, Inc., I am pleased to submit the following proposal for the preparation of an Initial Study/Mitigated Negative Declaration (IS/MND) for the 20860 McClellan Road Subdivision project (proposed project) in the City of Cupertino, California. I would like to thank you for contacting Raney directly to request a scope of work. The following scope of work has been tailored based on the information provided to date. The scope of work may be further refined in coordination with you and City staff, as needed. We look forward to the opportunity to work with you on this project. PROJECT UNDERSTANDING Project Location The proposed project is located at 20860 McClellan Road in the City of Cupertino, California. The approximately 1.25-acre parcel (APN 359-20-030) is developed with a single-family residence, barn, garage, accessory dwelling unit (ADU), and a truck yard in the western portion of the site. 21 trees are scattered throughout the site. The proposed project site is bound by McClellan Road to the north and Cherryland Drive to the east. Surrounding existing uses include single-family residences to the north, east, and south; two churches, the Tessellations K-8 School, and an adult day services center to the west; and De Anza College further northwest. The Cupertino General Plan designates the site as Residential and the site is zoned single-family residential district with a minimum lot area of 10,000 square feet (sf), (R1-10). Project Description The proposed project will include demolition of all existing buildings and removal of trees to allow for development of six residential lots ranging from 7,526 sf to 9,835 sf. Each residential lot will include a two-story single-family residence ranging from 2,970 sf to 3,605 sf, a 415-sf garage, and one ADU ranging from 540 sf to 600 sf. Each residence will include a two-car garage, three onsite parking spaces, and one designated off-site parking space on Cherryland Drive. The proposed project will include roadway improvements to Cherryland Drive, including an emergency fire truck turnaround. Landscaping will be provided and trees will be planted throughout the site. Exhibit A 2 The project will require the following approvals: •Rezone/Zoning Map Amendment from R1-10 to single-family residential district with a minimum lot area of 7,500 sf (R1-7.5); •Tentative Tract Map; and •Six Two-Story Permits. APPROACH Raney proposes to prepare an IS/MND to analyze the potential environmental effects associated with the proposed project. The IS/MND will be prepared using the checklist contained in Appendix G of the CEQA Guidelines and the standard City of Cupertino format. Raney anticipates that the potential impacts will be reduced to a less-than-significant level with the implementation of appropriate and practical mitigation measures; therefore, the appropriate CEQA document will be an IS/MND. Raney will work closely with City staff throughout the preparation of the IS/MND and determination of appropriate findings. The IS/MND will provide a discussion of the impacts related to implementation of the proposed project. Raney anticipates that the key issue areas, which may require a more in-depth discussion in the IS/MND, may include but not be limited to air quality and greenhouse gas (GHG) emissions, biological resources, and hazards and hazardous materials. Raney will utilize the provided technical reports, technical reports prepared by Raney, existing information for the project site including, but not limited to, the City of Cupertino 2040 General Plan and associated EIR, as well as other environmental documents prepared for projects in the area, as applicable. Raney firmly believes that the level of coordination between the City and the local citizens is directly proportional to the success of the project. Raney intends to work closely with the City of Cupertino throughout the development and processing of the IS. Raney will remain objective and rely on the City as the lead agency to make the ultimate determination on the conclusions and mitigation measures. The expectation of Raney is that we will serve as environmental consultants to the City, and will make ourselves available to assist the City to facilitate the process. Available Technical Reports Raney understands that the following technical reports have been prepared for the project site and will be available for use in the analysis: •Arborist Report (May 25, 2021) prepared by Advanced Tree Care; •Geotechnical Investigation (January 19, 2021) prepared by GeoEngineering Consultants (GEC); •Phase I Environmental Site Assessment (March 31, 2021) prepared by Silicon Valley Environmental Group; •Limited Phase II Environmental Site Assessment (May 21, 2021) prepared by ReDevelop Inc.; and •Preliminary Stormwater Analysis (August 5, 2021) prepared by MH Engineering Co. Technical Reports Prepared by Raney The air quality and greenhouse gas (GHG) emissions analysis for the project will be prepared in- house by Raney’s Air Quality Division led by Vice President Rod Stinson and Division Manager/Air Quality Specialist, Angela DaRosa. All air quality and GHG studies are prepared 3 consistent with the regulations and requirements of CEQA, Assembly Bill (AB) 32, Senate Bill (SB) 32, the City of Cupertino Climate Action Plan (CAP), Bay Area Air Quality Management District (BAAQMD), and the City of Cupertino. TECHNICAL SCOPE OF SERVICES Raney proposes to perform the following tasks for the provision of environmental consultation services for the proposed project: Task 1 Project Initiation The objective of this task is to participate in a kick-off meeting with City staff to review existing documentation for the project and identify the key issues. Vice President Nick Pappani, will serve as the Project Director and Division Manager/Air Quality Specialist Angela DaRosa will serve as the Project Manager. Raney will complete the following: •Participate in a kick-off meeting with City staff and applicant team; •Review existing documentation for the project and identify key issues; •Establish communication protocols; •Refine the scope, if necessary, with any revisions for the City to approve; and •Perform a site visit. Task 2 Prepare Administrative Draft IS/MND The objective of this task is to prepare an Administrative Draft version of the IS/MND for review by City staff. The IS/MND will be prepared based upon City standards and will address all the issues identified in the Environmental Checklist, per Appendix G of the CEQA Guidelines. Raney will utilize the latest version of the Appendix G Checklist. The following summarizes how Raney proposes to analyze the key issue areas: Air Quality and GHG Emissions The air quality and GHG emissions analysis for the proposed project will be performed in-house by Raney, following BAAQMD guidelines. Given the size of the project, Raney anticipates the proposed project would fall below the screening level threshold. Raney will run default preliminary modeling to confirm the results of the screening table using the most up to date modeling pursuant to BAAQMD guidelines. Biological Resources The biological resources section will focus particularly on the potential effects to existing trees from build-out of the proposed project. It should be noted that all existing trees and the removal of such trees are subject to Cupertino’s Protected Tree Ordinance (Cupertino Municipal Code Chapter 14.18). Raney will rely on the applicant-provided Arborist Report for use in the analysis. Raney will internally review the report to ensure all CEQA issues have been adequately and accurately addressed and would incorporate the results of the analysis into the biological resources section of the IS. Raney will also request a search of the California Natural Diversity Database (CNDDB) and include the results in the biological resources section of the IS. 4 Hazards and Hazardous Materials The hazards and hazardous materials section will summarize the setting and describe any potential for existing or possible hazardous materials within the project area, including any lead or asbestos associated with the existing on-site structures. Raney will rely on the applicant- provided Phase I and II Environmental Site Assessments. Raney will internally review the reports to ensure all CEQA issues have been adequately and accurately addressed and would incorporate the results of the analysis into the hazards and hazardous materials section of the IS. Remaining Issue Areas The remaining issue areas of the IS/MND will be based upon information provided by the City and/or the project team, and pertinent City documents, including but not limited to the City of Cupertino 2040 General Plan and General Plan EIR, as well as any other pertinent information prepared for the project site and surrounding area. With respect to cultural resources, Raney will request a search of the California Historical Resources Information System (CHRIS) as well as a Sacred Land Files Search through the Native American Heritage Commission (NAHC), and incorporate the results into Raney’s analysis. Given the passage of AB 52, and the associated amendments to Public Resources Code 21080.3.1, lead agencies are required to consult with Native American tribes early in the CEQA process. Raney understands the City of Cupertino has not received any letters from tribes requesting notice pursuant to AB 52/PRC 21080.3.1. With respect to geology and soils, Raney will rely on the applicant-provided Geotechnical Investigation for use in the analysis. Raney will review the report to ensure all CEQA issues have been adequately and accurately addressed and would incorporate the results of the analysis into the geology and soils section of the IS. With respect to hydrology and water quality, Raney will rely on the applicant-provided Preliminary Stormwater Analysis for use in the analysis. Raney will review the report to ensure all CEQA issues have been adequately and accurately addressed and would incorporate the results of the analysis into the hydrology and water quality section of the IS. With respect to transportation, Vehicle Miles Traveled (VMT) thresholds would need to comply with Cupertino’s Ordinance No. 21-2223, which replaced Level-of-Service (LOS) with VMT for CEQA-level transportation analysis. Per Cupertino Municipal Code Section 17.08.030, projects that are consistent with General Plan policies and supported by substantial evidence demonstrating cumulative VMT is declining may be screened out if the project meets one or more of the following criteria: •Located within one-quarter mile of a High-Quality Transit Corridor or transit stop as defined by CEQA; •Local-serving retail of 50,000 sf or less; or •Consists of 100 percent affordable housing. Based on discussions with the City, Raney anticipates the project will meet the criteria outlined in Cupertino Municipal Code Section 17.08.030 and can be screened out for VMT impacts. Raney will demonstrate the project’s ability to be screened out for VMT in the IS analysis and 5 the project’s VMT impacts are anticipated to be considered less-than-significant per CEQA guidelines. Raney will complete the following deliverables: •One hard copy and one electronic copy of the Administrative Draft IS/MND to the City for review. Task 3 Prepare Screencheck Draft IS/MND and Public Review Draft IS/MND for City Release to the Public The objective of this task is to edit the Administrative Draft IS/MND based on the comments received from City staff and to prepare a Screencheck Draft IS/MND. The City will then review the Screencheck Draft IS/MND to provide any additional comments. Raney will revise the Screencheck Draft IS/MND, based on any additional City comments, to submit a Public Review IS/MND to the City for distribution. Raney assumes the City will publish the notice for the IS/MND in the paper, post the IS/MND online, and provide a copy of the notice and IS/MND to the County Clerk. Raney will prepare a Notice of Intent (NOI) to Adopt a Mitigated Negative Declaration, Notice of Determination (NOD), and a Notice of Completion (NOC). Raney will electronically submit the NOC, IS/MND, and State Clearinghouse Summary Form for Electronic Document Submittal (Form F) to the State Clearinghouse. Raney will complete the following deliverables: •Submit one electronic version of the Screencheck Draft IS/MND to the City that incorporates City comments; •Revise the Screencheck Draft IS/MND to reflect any additional City comments and prepare a Public Review IS/MND; •Submit one hardcopy and one electronic version of the Public Review IS/MND to the City; •Prepare the NOI to Adopt a Mitigated Negative Declaration and the NOD, should the project be approved; •Prepare the NOC and the State Clearinghouse Summary Form for Electronic Document Submittal (Form F); and •Electronically submit the NOC, IS/MND, and Summary Form F to the State Clearinghouse. Task 4 Prepare Mitigation Monitoring & Reporting Program (MMRP) The objective of this task is to prepare a Mitigation Monitoring & Reporting Program (MMRP) for the City of Cupertino. Raney will incorporate existing monitoring mechanisms that are in place in order to assist the City of Cupertino in meeting the intent of CEQA. The MMRP will be prepared in table format to specify any mitigation measures, standards of success, parties responsible for implementing and monitoring, and timing. Raney will complete the following deliverables: •Prepare and submit one electronic copy of the draft MMRP in table format to the City; •Revise draft MMRP based on City comments; and •Prepare and submit one electronic final MMRP. 6 Task 5 Response to Comments (if needed) The objective of this task is to provide a written response to any comments received during the public review period of the IS/MND, if necessary. Although CEQA does not require written responses to comments on an IS/MND, Raney suggests the written responses be included in the staff report to ensure the decision-makers have adequate information on which to base their decision on the project. For the purposes of this scope, Raney assumes that minimal comments will be received on the project. Raney will complete the following deliverables: •Prepare written responses to comments received in coordination with the City; and •Produce an errata sheet should any comments necessitate changes to the IS/MND text. Task 6 Project Management and Meetings The objective of this task is to ensure extensive coordination with City staff throughout the processing of the environmental document. Raney anticipates attendance at up to two public hearings. However, Raney would be available to attend additional hearings, if requested by the City, and would bill on a time-and-materials basis. Raney will complete the following deliverables: •Project Management by Vice President Nick Pappani serving as Project Director, and Division Manager/Air Quality Specialist Angela DaRosa, serving as Project Manager; •Project Support from President Tim Raney, AICP, Senior Vice President Cindy Gnos, AICP, Vice President Rod Stinson, and associate/administrative staff; •Regular phone and e-mail communication with City staff; •Attendance at up to three meetings and/or hearings; and •Additional meetings and hearings can easily be accommodated upon request and would be billed on a time-and-materials basis following Raney’s standard billing rates. 7 SCHEDULE The following tentative schedule is based on experience providing similar services. The schedule could be lengthened or shortened, depending on the needs of the City of Cupertino. Factors that could lengthen or shorten the schedule include dates of receipt of project information, length of document reviews, AB 52 requirements, changes in the project description, and unanticipated issues arising from City staff or the project team. *Extended due to Holiday **It is Raney’s understanding that the City’s standard approach is to route all CEQA documents through the State Clearinghouse for a 30-day review period. If the City is amenable to a 20-day review period, given that the project is not considered to be of area wide significance, Raney will revise the schedule to 20-days. TENTATIVE SCHEDULE City of Cupertino 20860 McClellan Road Subdivision IS/MND Milestones & Deliverables Timing Anticipated Date Notice to Proceed (NTP) TBD November 1, 2021 Kick-off Meeting and Receipt of Applicant Prepared Technical Reports Week of NTP Week of November 1, 2021 Administrative Draft Initial Study to the City of Cupertino for review Four weeks from NTP December 1, 2021* Receipt of City comments on the Administrative Draft Initial Study Two weeks December 15, 2021 Submit Screencheck Draft Initial Study to the City for review One week December 22, 2021 Receipt of City comments on the Screencheck Draft Initial Study Three days January 3, 2022* Submit Public Review Initial Study to the City of Cupertino Three days January 6, 2022 Public Review Period (30 days) Thirty days** January 7, 2022 to February 6, 2022 Final MMRP and Response to Comments (if necessary) to the City of Cupertino One week February 14, 2022 Public Hearings TBD March 2022 Exhibit B 8 S e n i o r V i c e P r e s i d e n t P r o j e c t D i r e c t o r P r o j e c t M a n a g e r A i r Q u a l i t y S p e c i a l i s t A i r Q u a l i t y T e c h n i c i a n S e n i o r A s s o c i a t e A s s o c i a t e C o s t P e r T a s k Task 1 Project Initiation 4 600$ Task 2 Prepare Administrative Draft Initial Study 2 4 2 5 40 6,325$ Task 2.1 AQ/GHG Technical Analysis 2 4 820$ Task 3 Prepare Screencheck IS/MND and Public Review IS/MND 1 3 4 10 2,210$ Task 4 Prepare MMRP (If needed)1 2 370$ Task 5 Response to comments, if needed 2 4 740$ Task 6 Project Management and Meetings 2 14 2,420$ Total Hours 2 7 26 2 4 9 56 Hourly Rate 180$ 160$ 150$ 150$ 130$ 125$ 110$ Total Labor 360$ 1,120$ 3,900$ 300$ 520$ 1,125$ 6,160$ 13,485$ Sub-Consultants & Expenses 935$ Copying/Printing/Travel/Postage/Etc.*350$ CHRIS Search 500$ 10% administrative fee 85$ Total Budget 14,420$ *Estimate only and will be billed at cost. 20860 McClellan Road Subdivision IS/MND COST ESTIMATE BUDGET The cost for completion of the 20860 McClellan Road Subdivision IS/MND is anticipated not to exceed $14,420 as shown in the following spreadsheet. The costs for completion of the IS/MND are based on the estimates of time for each task, following Raney’s standard billing rates. The following assumptions were used in the calculations: •Raney assumes attendance at meetings as outlined in the above scope of work. Attendance at additional meetings or hearings could easily be accommodated and would be billed on a time-and-materials basis, as directed. •Raney costs are based on the assumption that the provided data from the City is accurate and current and will be available for the preparation of the IS. •Raney will provide to the City the number of copies of the documents as indicated in the technical scope of services. The cost for copying and printing is an estimate only and will be billed at cost. All other printing and distribution of the documents will be the responsibility of the City. Exhibit C 9 • Should tribal consultation be required under AB 52, Raney assumes the City will handle this consultation. However, Raney will be available to assist the City as needed, upon request. Raney would propose to amend the scope of work, schedule, and budget accordingly. • Raney expects that all work will be completed within the budgeted time. If additional time is necessary beyond that which has been budgeted due to unanticipated circumstances, those items will need to be renegotiated. Factors that would increase the scope of work and estimated costs outlined in the proposal include: attendance at additional meetings and hearings, printing of additional copies of reports, analysis of additional issues beyond those discussed in this proposal or a more detailed level of analysis than described in this proposal, additional comments and subsequent revisions or responses to comments, changes in the project, and collection of data required beyond that described in this proposal. Raney would propose to renegotiate these items, if required, or charge on a time-and-materials basis. Thank you for the opportunity to submit our proposal for your consideration. Additional information regarding Raney’s experience, including resumes and project history, is available upon request. If you have any questions regarding our scope of work or qualifications, please feel free to contact me. We look forward to the opportunity to work with you and the City of Cupertino. Thank you, Nick Pappani, Vice President Raney Planning & Management, Inc. npappani@raneymanagement.com Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Cupertino, CA 95014 10300 Torre Avenue City of Cupertino See ACORD 101 $5,000 per claimDeductible $2,000,000Aggregate Limit $2,000,000Each Claim Limit 12/22/202105/01/2021VNPL007561 Professional Liability - Claims Made D 1,000,000 1,000,000 1,000,000 8 12/22/202112/22/202057WECAJ5C4KYC 2,000,000 2,000,000 12/22/202112/22/202057 SBA BN2072 10,0008 88 A 1,000,000 12/22/202112/22/202057UECBA9824YY 8 B 4,000,000 4,000,000 2,000,000 10,000 1,000,000 2,000,000 12/22/202112/22/202057 SBA BN2072YY 8 8 8 A 10833Gemini Insurance Company 22357Hartford Accident and Indemnity Company 11000Sentinel Insurance Company 29424Hartford Casualty Insurance Co 95834-2035CASacramento 1501 Sports Drive Raney Planning and Management, Inc. info@pacificunity.com (916) 846-9558(916)846-9555 Ana Orange 95661CARoseville Ste #200 2241 Douglas Boulevard Pacific Unity Insurance Solutions, Inc. 7/31/2021 EFFECTIVE DATE: NAMED INSURED POLICY NUMBER NAIC CODECARRIER AGENCY LOC #: AGENCY CUSTOMER ID: ofPageADDITIONAL REMARKS SCHEDULE ADDITIONAL REMARKS FORM TITLE:FORM NUMBER: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 101 (2008/01) RE: Project Name: 21750 Rainbow Drive The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insured in respects to general and auto liability and waiver of subrogation is granted in respects to general and auto liability and workers compensation as required by written contract in accordance with policy provisions. Certificate Of Liability Insurance25 Raney Planning and Management, Inc.Pacific Unity Insurance Solutions, Inc. 11 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.)Page 1 of 5 COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." 57UECBA9824 © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.)Page 2 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS – OF SECTION IV – BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3)and (4)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: 57UECBA9824 © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.)Page 3 of 5 If an "employee’s" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee’s" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5.PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c.and 4.d.do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or 57UECBA9824 © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.)Page 4 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III – Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c.For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: 57UECBA9824 © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.)Page 5 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto’s actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c.Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. 57UECBA9824 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 57SBABN2072 BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6.(Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoing operations; or b.In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Lessor of Leased 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 equipment leased to you by such person(s) or organization(s). b.With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence" that takes place after you cease to lease that land; or (2)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision – Permits a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional 57SBABN2072 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured – State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2)"Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Additional Insured – Vendors a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)This insurance 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, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (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: (i)The exceptions contained in Subparagraphs (d)or (f); or (ii)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. 8. Additional Insured – Controlling Interest WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Controlling Interest, but only with respect to their liability arising out of: a.Their financial control of you; or b.Premises they own, maintain or control while you lease or occupy these premises. 57SBABN2072 BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured – Owners, Lessees Or Contractors – Scheduled Person Or Organization a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations for the additional insured(s); or (2)In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. 10. Additional Insured – Co-Owner Of Insured Premises WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured – Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D.– Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; b.The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c.Any other publication that is given widespread public distribution. However, "advertisement" does not include: a.The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: 57SBABN2072 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data" means information, facts or programs: a.Stored as or on; b.Created or used on; or c.Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D.– Liability and Medical Expenses Limits of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f.does not include that part of any contract or agreement: 57SBABN2072 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:12/22/20 Policy Expiration Date:12/22/21 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC AJ5C4K Endorsement Number: Effective Date:12/22/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Raney Planning & Management Inc. 1501 SPORTS DR SACRAMENTO CA 95834 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us 20860 McClellan Rd Final Audit Report 2021-11-01 Created:2021-11-01 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA8DvTL7qDz4kH04fYQI3T90S2sDaF8kU1 "20860 McClellan Rd" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-11-01 - 5:42:46 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-11-01 - 5:46:01 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-11-01 - 6:23:59 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Cindy Gnos (cindygnos@raneymanagement.com) for signature 2021-11-01 - 6:24:01 PM GMT Email viewed by Cindy Gnos (cindygnos@raneymanagement.com) 2021-11-01 - 6:25:43 PM GMT- IP address: 216.93.209.170 Document e-signed by Cindy Gnos (cindygnos@raneymanagement.com) Signature Date: 2021-11-01 - 6:30:10 PM GMT - Time Source: server- IP address: 216.93.209.170 Document emailed to Christopher D. 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Jensen (christopherj@cupertino.org) Signature Date: 2021-11-01 - 6:35:03 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2021-11-01 - 6:35:06 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2021-11-01 - 8:45:35 PM GMT- IP address: 104.47.73.254 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2021-11-01 - 8:46:41 PM GMT - Time Source: server- IP address: 73.189.98.179 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-11-01 - 8:46:43 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-11-01 - 8:56:38 PM GMT- IP address: 104.47.46.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-11-01 - 8:56:47 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-11-01 - 8:56:47 PM GMT