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22-110 Safe Moves for Bicycle Education for Safe Routes to School ProgramBicycle Education for Safe Routes to School Program 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 Safe Moves (“Contractor”), a Non-Profit for Bicycle Education for Safe Routes to School Program, 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, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2024. 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 $20,000.00 (“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 Bicycle Education for Safe Routes to School Program Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confiden tial 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. Bicycle Education for Safe Routes to School Program 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 separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Bicycle Education for Safe Routes to School Program 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 action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor mu st 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 Bicycle Education for Safe Routes to School Program 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 employe es 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. Bicycle Education for Safe Routes to School Program 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 Cherie Walkowiak 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 phinessafety@aol.com 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 Bicycle Education for Safe Routes to School Program 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 Bicycle Education for Safe Routes to School Program 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: Cherie Walkowiak Email: cheriew@cupertino.org To Contractor: Safe Moves 15500 Ervin St., #1121 Van Nuys, CA 91411 Attention: phinessafety@aol.com Email: Pat Hines 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 Pat Hines Executive Director Aug 8, 2022 David Stillman Transportation Manager Aug 8, 2022 Bicycle Education for Safe Routes to School Program 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 Aug 8, 2022 Exhibit A: Scope of Services •Bike Rodeo (School & Community) An interactive and educational event to teach children how to be safer bicyclists. Children will ride through “Safe Moves City” featuring intersections, streets, crosswalks, bike lanes, traffic signs & signals and railroad tracks. “Safe Moves City” simulates traffic hazards facing youth as they ride to/from school and to destinations In their community. •High School SRTS Program - Wheel Smarts (abbreviated version) Wheel Smarts Workshop is 45 minute lunch time activity that includes: •Display of various bicycle (racing, road, folding, world’s smallest bike and e-bike) •Stationary bike (demonstrations how far a cyclist can ride in one minute) •Demonstrations on how to check tires, brakes and chain •Display of helmets •Find the Hazard Game Board •Giveaways (10 bike lights, 10 helmets) •Age/grade appropriate literature •Exhibit B: Schedule of Performance To be completed when mutually agreed to by Cupertino Safe Routes to School and Safe Moves. •Exhibit C: Rates •Rodeo at Fall Bike Fest: $2,250.00 •Rodeo at Elementary School: $1,500.00 •Wheel Smarts: $1,000.00 Exhibits A, B, C 1 EXHIBIT D INSURANCE REQUIREMENTS For Services and Activities Involving Children Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees, or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (“CGL”): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. a) It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b) Additional Insured coverage under Contractor's policy shall be "primary and non- contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO CG 20 10 04 13 c) The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Sexual Abuse/ Molestation insurance or the equivalent are required for contracts involving children in after school activities, recreational programs, athletics, studies, transportation of students. Covers potential claims of abuse or child molestation. Sexual Abuse/Molestation coverage must be included under General Liability or obtained in separate policies in an amount of not less than $1,000,000 per occurrence ($2,000,000 aggregate) and $3,000,000 excess/umbrella coverage. 3. Automobile Liability: ISO Form Number CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note – required only if auto is used in performance of work; otherwise proof of personal auto liability policy may suffice) 2 4. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Contractor provides written verification it has no employees). If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. 3 Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an AM Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. Verification of Coverage Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/28/2022 (480) 998-8038 42552 Safe Moves, Inc. 15500 Erwin Street #2457 Van Nuys, CA 91411 38342 35076 10833 38245 A 1,000,000 X X CF1-ML-10000513-05 2/23/2022 2/23/2023 1,000,000 5,000 1,000,000 3,000,000 3,000,000 1,000,000B X X BA040000040500 1/6/2022 1/6/2023 1,000,000A X CF1-UM-10000093-05 2/23/2022 2/23/2023 1,000,000 10,000 C X 9017211-2021 7/1/2022 7/1/2023 1,000,000 D E&O/Professional Lia VIPL054398 10/8/2021 Per Claim $1m/Agg 2,000,000 E Cyber Liability RPS-P-1009925M 1/28/2022 1/28/2023 Per Claim/Aggregate 1,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named Additional Insured as respects to General Liability. This insurance is primary and non-contributory with any other insurance of the additional insured, so long as a written contract or agreement to such exists prior to a loss. A Waiver of subrogation in favor of the certificate holder applies as respects to General Liability coverage. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers named as Additional Insured as respects to Automobile Liability so long as a written contract or agreement to such exists with the named insured prior to a loss. A Waiver of subrogation in favor of the certificate holder applies as respects to Automobile Liability coverage. SEE ATTACHED ACORD 101 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SAFEMOV-01 DASARISAIKUMAR NFP Property & Casualty Services, Inc. 2450 Tapo Street Simi Valley, CA 93063 Nicole Hatcher nicole.hatcher@nfp.com NOVA Casualty Company California Automobile Insurance Company State Comp Insurance Fund of CA Gemini Insurance Company BCS Insurance Company X 10/8/2022 X X X X X X X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. NFP Property & Casualty Services, Inc. SAFEMOV-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 Safe Moves, Inc. 15500 Erwin Street #2457 Van Nuys, CA 91411 Los Angeles SEE PAGE 1 DASARISAIKUMAR 1 Description of Operations/Locations/Vehicles: A Waiver of subrogation in favor of the certificate holder applies as respects to Workers Compensation coverage. COMMERCIAL GENERAL LIABILITY CG 20380413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.Section II -Who Is An Insured is amended to include as an additional insured: 1.Any person or organization for whom you are performing operations when you and such person or organization have agreed in writingin a contract or agreement that such person or organization be added as an additional insured on your policy; and 2.Any other person or organization you arerequired to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured described above: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph 1. above are completed. B.With respect to the insurance afforded to theseadditional 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 the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b.Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. 2."Bodily injury" or "property damage" occurring after: a.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the coveredoperations has been completed; or CG 20380413 © Insurance Services Office, Inc., 2012 Page 1 of 2 INSURED Policy Number CFI-ML-10000513-05 COMMERCIAL GENERAL LIABILITY AGL09340717 Includes copyrighted material of Insurance Services Office, Inc.,Page 1 of 7 with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SOCIAL SERVICES - GENERAL LIABILITY EXTRA ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION I – COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended as follows: 1. EXPECTED OR INTENDED INJURY EXTENSION Paragraph a. Expected Or Intended Injury is deleted and replaced by the following: a.“Bodily injury” or “property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. 2. NON OWNED AIRCRAFT CHARTERED WITH CREW EXTENSION Paragraph g. Aircraft, Auto Or Watercraft is amended to add an exception provision to the exclusion as follows: a.This exclusion does not apply to aircraft chartered with crew to any insured. b.This exception provision does not apply if the chartered aircraft is owned by any insured. c.This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess, or contingent. 3. NON OWNED WATERCRAFT EXTENSION Subparagraph (2) of g. Aircraft, Auto Or Watercraft is deleted and replaced by the following: (2)A watercraft you do not own that is: (a)Less than 60 feet long; and (b)Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured for aircraft, auto or watercraft whether primary, excess, or contingent. 4. PROPERTY SOLD OR ABANDONED BY YOU Subparagraph (2) of j. Damage To Property is deleted and replaced by the following: (2)Premises you sell, give away or abandon, if the “property damage” arises out of any part of those premises, and occurred from hazards that were known by you or should have reasonably been known by you at the time the property was sold, given away or abandoned. 5. DAMAGE TO PREMISES RENTED TO YOU a.The last Paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c. through n. do not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, when the damage is caused by fire, lightning, explosion, smoke, water or leaks from automatic fire protective systems. A separate limit of insurance applies to this coverage as described in SECTION III – LIMITS OF INSURANCE. b.Paragraph 6. of SECTION III – LIMITS OF INSURANCE is deleted and replaced by the following: 6.Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of “property damage” to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, lightning, explosion, smoke, water or leaks from automatic fire protective systems. The Damage To Premises Rented To You limit will apply to all damage proximately caused by the same “occurrence”, whether such damage results from fire, lightning, explosion, smoke, water or leaks from automatic fire protective systems, or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: (1)$1,000,000; or (2)The amount shown on the Declarations for Damage To Premises Rented To You. 6. INVITEE PROPERTY DAMAGE LEGAL LIABILITY a.The following is added to subparagraph (4) of j. Damage To Property: INSURED Policy Number CFI-ML-10000513-05 COMMERCIAL GENERAL LIABILITY AGL09340717 Includes copyrighted material of Insurance Services Office, Inc.,Page 2 of 7 with its permission. However, this exclusion does not apply to “property damage” to your “invitee’s” personal property in your care, custody or control caused by fire, lightning, explosion, smoke, water, leaks from automatic fire protective systems; or vandalism or malicious mischief: (a)On premises you own or rent or on ways next to premises you own or rent; and (b)Arising out of your operations. For the purposes of this endorsement, personal property does not include any of the following: (c)Accounts, bills, currency, food stamps or other evidences of debt; deeds, money, notes, or securities; (d)Contraband, or property in the course of illegal transportation or trade; or (e)Blueprints, documents, drawings, manuscripts, records or valuable papers. b.The following is added to SECTION III – LIMITS OF INSURANCE: Subject to Paragraph 5. above, the most we will pay under Coverage A for the sum of all damages sustained by all “invitees” because of “property damage” to personal property of such “invitees” in your care, custody or control is $15,000. 7.Paragraph 2. Exclusions is amended to add the following exclusion: Willful Violation Of A Penal Code Or Statute ”Bodily injury”, “incidental medical malpractice liability” or “property damage” arising out of the willful violation of a penal code, statute or regulation relating to the sale or distribution of pharmaceuticals by or with the knowledge or consent of the insured. B. SECTION I – COVERAGES, COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended as follows: 1.Subparagraph a. Knowing Violation Of Rights Of Another is amended to add the following: This exclusion does not apply to “personal and advertising injury” caused by malicious prosecution. 2.Subparagraph e. Contractual Liability is deleted and replaced by the following: e.Advertising injury for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. This provision does not apply if COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY is excluded by endorsement. C. SUPPLEMENTARY PAYMENTS – COVERAGES A AND B, Paragraph 1. is amended as follows: 1.The limit in subparagraph b. is increased to $2,500. 2.The limit in subparagraph d. is increased to $500 a day. D. ADDITIONAL INSUREDS 1. SECTION II - WHO IS AN INSURED is amended to include, as an additional insured, any person(s) or organization(s) for whom a written contract or written agreement between you and such person(s) or organization(s) exists and requires such person(s) or organizations(s) to be added as an additional insured to your Policy, but only for liability arising out of “bodily injury,” “property damage” or “personal and advertising injury”. a.This endorsement applies only if the written contract or written agreement is: (1)Currently in effect or becomes effective during the term of this Policy; and (2)Executed prior to the “bodily injury”, “property damage”, or “personal and advertising injury”. b.The insurance afforded to such additional insured only: (1)Applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2.The insurance provided to the additional insured by this endorsement applies as follows: a.The person(s) or organization(s) is an additional insured but only for liability caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In connection with your premises owned by or rented to you; or (2)In the performance of your ongoing operations. b.If the additional insured is an architect, engineer or surveyor, this insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services including: INSURED COMMERCIAL GENERAL LIABILITY AGL09340717 Includes copyrighted material of Insurance Services Office, Inc.,Page 3 of 7 with its permission. (1)The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2)Supervisory, inspection or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured if the “occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or the failure to render any professional services by or for you. c.If the additional insured is a lessor of equipment, this insurance only applies to liability caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such additional insured and does not apply to any “occurrence” which takes place after the equipment lease expires. d.If the additional insured is a state or governmental agency or political subdivision and has issued a permit in connection with premises you own, rent or control, this insurance applies only with respect to the following hazards for which the state or political subdivision has issued such permit: (1)The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decoration and similar exposures; (2)The construction, erection or removal of elevators; or (3)The ownership, maintenance, or use of any elevators covered by this insurance. e.If the additional insured is a state or governmental agency or political subdivision that has issued a permit or authorization with respect to operations performed by you or on your behalf, then this insurance does not apply to: (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (2)"Bodily injury" or "property damage" included within the “products-completed operations hazard”. f.If the additional insured is a manager or lessor of insured premises, that person or organization is an additional insured only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: (1)Any "occurrence" that 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 the manager or lessor of insured premises. g.If the additional insured is grantor of franchise, that person(s) or organization(s) is only an additional insured with respect to liability as grantor of a franchise to you. h.If the additional insured is an owner or other interest from whom land has been leased, that person(s) or organization(s) is only an additional insured with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you. 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 the owner or other interest from whom land has been leased. i.If the additional insured is a mortgagee, assignee, or receiver, that person(s) or organization(s) is only an additional insured with respect to their liability as such and arising out of the ownership, maintenance or use of the premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for that mortgagee, assignee or receiver. j.If the additional insured is a controlling interest, that person(s) or organization(s) is an additional insured but only for their liability arising out of: (1)Their financial control of you; or (2)Premises they own, maintain or control while you lease or occupy those premises. (3)Their requirements for certain performance placed upon you, as a non-profit organization, in consideration for funding or financial contributions you receive from them; or As respects Paragraph j.(2) above, this insurance does not apply to: (4)Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; or (5)Any “occurrence” which takes place after you cease to be a tenant in that premises. INSURED COMMERCIAL GENERAL LIABILITY AGL09340717 Includes copyrighted material of Insurance Services Office, Inc.,Page 4 of 7 with its permission. k.If the additional insured is a vendor, that person(s) or organization(s) is only an additional insured 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, but only if this Policy provides coverage for “bodily injury” or “property damage” included within the “products-completed operations hazard”. (1)This insurance afforded to the vendor does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked under the instructions of the manufacturer for the sole purpose of inspection, demonstration, testing or the substitution of parts and then repackaged in the original container; (e)Any failure by the vendor to make 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 "your products"; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of "your products"; (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 k.(d) or k.(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 "your 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. l.If the additional insured is a member or volunteer this insurance only applies with respect to their liability for your activities or activities they perform on your behalf. m.If the additional insured is a trustee or member of the Board of Governors this insurance only applies with respect to their duties as such. 3.With respect to the insurance afforded to an additional insured as provided in Paragraphs D.1. and D.2. above, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. 4.With respect to the insurance afforded to an additional insured as provided in Paragraphs D.1. and D.2. above, this insurance shall not increase the applicable Limits of Insurance shown in the Declarations. 5.If an Additional Insured endorsement is attached to this Policy that specifically names a person or organization as an insured, then the above subsection D. ADDITIONAL INSUREDS does not apply to such person(s) or organization(s). 6.Paragraph 4. Other Insurance of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include: For the purposes of the coverage provided by this endorsement, regardless of whether other insurance is available to an additional insured on a primary basis, this insurance will be primary and noncontributory if a written contract between you and the additional insured specifically requires that this insurance be primary and noncontributory. E. SECTION II - WHO IS AN INSURED is amended as follows: 1. BROADENED NAMED INSURED Paragraph 3. is deleted and replaced by the following: 3.Any business entity organized under the laws of the United States of America (including any state thereof, its territories or possessions), or Canada (including any province thereof) will qualify as a INSURED COMMERCIAL GENERAL LIABILITY AGL09340717 Includes copyrighted material of Insurance Services Office, Inc.,Page 5 of 7 with its permission. Named Insured if there is no similar insurance available to that business entity, provided that one or more Named Insureds shown in the Declarations have, at the inception of the policy period, an ownership interest in such business entity of more than 50%. However, if a Named Insured has an ownership interest in a business entity of more than 50%, the business entity will not be a Named Insured if such business entity is an insured under any other liability policy or would be an insured under such policy but for its termination or the exhaustion of its Limit of Insurance. 2. CO-EMPLOYEE COVERAGE AND CO-VOLUNTEER WORKERS Subparagraphs (a), (b) and (c) under Paragraph 2.a.(1) do not apply to “bodily injury” for which insurance is provided as follows: a.Your “employees” are insureds with respect to “bodily injury” to a co-“employee” in the course of the co-“employee’s” employment by you, or to your “volunteer workers” while performing duties related to the conduct of your business, provided that this coverage for your “employees” does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. b.Your “volunteer workers” are insureds with respect to “bodily injury” to a co-“volunteer worker” while performing duties related to the conduct of your business, or to your “employees” in the course of the “employees” employment by you, provided that this coverage for your “volunteer workers” does not apply while performing duties unrelated to the conduct of your business. 3. INCIDENTAL MEDICAL MALPRACTICE – EMPLOYED NURSES, EMT’S AND PARAMEDICS a.Paragraph 2.a.(1)(d) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only: (1)While performing the services described in the definition of “incidental medical malpractice injury”; and (2)When acting within the scope of their employment by you. Any “employees” rendering “Good Samaritan Services” will be deemed to be acting within the scope of their employment by you. b.For the purposes of determining the applicable Limits of Insurance, any act or omission, together with all related acts or omissions in the furnishing of services for an “incidental medical malpractice injury” to any one person, will be considered one "occurrence". c.This provision as provided in Paragraph 3.a. and 3.b. does not apply if: (1)You are in the business or occupation of providing any of the services described in “incidental medical malpractice injury”; or (2)An endorsement is attached to this Policy that specifically provides liability coverage for registered or licensed practical nurses. d.The insurance provided by Paragraph 3.a. and 3.b. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this Policy. 4. LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIP OR JOINT VENTURE a.The last Paragraph of SECTION II – WHO IS AN INSURED is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, limited liability company or trust that is not shown as a Named Insured in the Declarations. This subparagraph does not apply to your liability with respect to your conduct of the business of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. b. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4.b. Excess Insurance is amended to add the following: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, which is available to you for your liability with respect to your conduct of the business of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations and which is issued to such partnership or joint venture. F. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. KNOWLEDGE AND NOTICE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The notification requirements of Paragraphs 2.a. and 2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit apply only when the “occurrence”, offense, claim or “suit” is known to: a.You, if you are an individual; b.A partner or member, if you are a partnership or joint venture; INSURED COMMERCIAL GENERAL LIABILITY AGL09340717 Includes copyrighted material of Insurance Services Office, Inc.,Page 6 of 7 with its permission. c.An officer or director, if you are an entity other than a partnership, joint venture or limited liability company; d.A member or manager, if you are a limited liability company; or e.An insurance manager, risk manager or other “employee” you designate prior to loss to give notice to us. Knowledge of an “occurrence”, offense, claim, or “suit” by your agent, servant or “employee” shall not in and of itself constitute knowledge by you unless an individual in one of the positions listed above has actual knowledge. 2. FAILURE TO DISCLOSE HAZARDS The following is added to Paragraph 6. Representations: If you unintentionally failed to disclose all hazards or prior “occurrences” existing at the inception of this Policy, but reported such error or omission to us as soon as practicable after discovery, we will not deny coverage under this Coverage Part because of such failure. This provision does not affect our right to collect any additional premium or exercise our right of cancellation or non-renewal. 3. SPECIAL EVENT PREMIUM RATING The following is added: Special Event Premium Rating a.The rating for this endorsement includes the following special events: (1)All indoor special events with less than 2,500 attendees that are less than 24 hours in duration; and (2)All outdoor special events with less than 2,500 attendees that are less than 24 hours in duration. b.The following special events shall be separately rated for additional premium: (1)Any special event that exceeds the number or attendees or duration as shown in 3.a.(1) or 3.a.(2) above; (2)Any parade, fair or carnival; or (3)Any athletic, sporting or motor vehicle event including walks, runs, tournaments, demonstrations, rallies or competitive activities. 4. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Paragraph 8. Transfer Of Rights of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization when such waiver is required by a written contract that you have agreed to prior to any “occurrence”, “suit” or the offense which caused the “bodily injury”, “property damage” or “personal and advertising injury”, provided that the “occurrence”, “suit” or the offense which caused the “bodily injury”, “property damage” or “personal and advertising injury” arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. G. SECTION V – DEFINITIONS is amended as follows: 1. BODILY INJURY The definition of “bodily injury” in Paragraph 3. is deleted and replaced by the following: “Bodily injury” means bodily injury, “incidental medical malpractice injury”, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. 2. PERSONAL AND ADVERTISING INJURY If COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY is not otherwise excluded from this Policy, the definition in Paragraph 14.b. is deleted and replaced by the following: b.Malicious prosecution or abuse of process; The following is added: "Personal and advertising injury" also means “discrimination” or humiliation that results in injury to a natural person or their reputation, but only if such discrimination or humiliation is: (a)Not done intentionally by or at the direction of, or with the knowledge or consent of: i.Any insured; or ii.Any executive officer, director, stockholder, partner or member of any insured organization; (b)Not directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment, of any person or persons by any insured; (c)Not prohibited by or held in violation of law, public policy, legislation, court decision or administrative INSURED COMMERCIAL GENERAL LIABILITY AGL09340717 Includes copyrighted material of Insurance Services Office, Inc.,Page 7 of 7 with its permission. ruling; (d)Not arising out of any “advertisement” by the insured. 3. INSURED CONTRACT a.Subparagraph a. of the definition of "insured contract" is deleted and replaced by the following: a.A contract for a lease of premises. b.Subparagraph f. of the definition of "insured contract" is deleted and replaced by the following: 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" "property damage" or "personal and advertising injury" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 4. PRODUCTS-COMPLETED OPERATIONS HAZARD The definition of “products-completed operations hazard” in Paragraph 16. is amended to add the following: Includes all “bodily injury” and “property damage” arising out of your “designated products” on premises you own or rent; on premises used by you for a special event related to your business; or on connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad, next to any such premises you own or rent, or use for a special event. For the purpose of this definition, “designated products” means apparel, buttons, CD’s, DVD’s, posters, stickers, tapes and other similar products used to promote a special event related to your business. The following definitions are added: 5.“Discrimination” means: a.Unfair treatment of a natural person or organization including but not limited to discrimination based upon race, color, ethnic or national origin, religion, age, gender, marital status, sexual orientation or preference, pregnancy, physical disability or impairment, or mental disability or impairment; or b.Any act or conduct that would be considered “discrimination” under any applicable federal, state, or local statute, ordinance or law. 6.“Good Samaritan services” means those medical services rendered or provided in an emergency and for which no remuneration is requested or paid. 7. "Incidental medical malpractice injury” means “bodily injury”, mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render, the following services: a.Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b.The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or c.First aid. 8.“Invitee” means any of your clients, customers, guests, members, patrons, supporters, and “volunteer workers”; however, it does not include any person who is your “employee”, “temporary worker” or independent contractor. All other terms and conditions of the policy remain unchanged. INSURED Policy Number BA040000040500 Policy Number CFI-ML-10000513-05 CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: Tysers SafeGuard 2021 - primary Policy Number: MR224153 Unique Market Reference: B0572MR224153 Renewal of: MR214153 Named Insured: City of Cupertino – Parks and Recreation Department, Public Works Department Principal Address: 10300 Torre Avenue, Cupertino, CA 95014 Policy Period: From: 1st July 2022 To: 1st July 2023 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liability: a) USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of each victim, and b) USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of all victims and separately: c) USD 75,000 in the aggregate during the policy period for all safeguard costs resulting from all circumstances Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability stated in 3.b) above. Retention: USD 35,000 any one Victim Optional Extension Period: 12 months Additional premium of 100% of the annual premium plus applicable taxes, provided no claims and/or circumstances have been reported to the insurance company. In the event any claims and/or circumstances have been reported to the insurance company, the additional premium for the 12 month optional extension period will be determined by the insurance company at the time this Policy is not renewed or replaced by the insurance company Premium: USD 34,650 to be paid within 25 days of attachment Notification pursuant to Clause IX. shall be given to: Beazley Group Attn: Claims Group 30 Batterson Park Road Farmington, CT 06032 claims@beazley.com or Other Notices: To report a circumstance under the Safeguard Additional Coverage, Call +1 844 285 4700 where a service representative will be available 24 hours a day, seven days a week Retroactive Date: 1st July 2018 Pending or Prior Litigation Date: 1st July 2018 Service of Suit: Service of process in any suit shall be made upon: Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104- Governing Law: New York Conditions: Application Dated: TBA California Surplus Lines Notice 1 - LMA9098B California Complaints Notice - LMA9136A Small Additional or Return Premiums Clause (U.S.A.) – NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct – NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion – NMA 2918 US Terrorism Risk Insurance Act of 2002 as amended New & Renewal Business Endorsement – LMA5389 Several Liability Notice – LSW1001 Sanctions Limits Clause - LMA 3100 Tysers SafeGuard 2021 - Risk Management Response Solutions Cyber Acts Clarification U.S Classification: Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008 License Number: 0C66724 State of Filing: California Subject to: 1) Satisfactory second signature on the Renewal App All subjectivities to be received within 7 working days of binding otherwise Underwriters reserve the right to amend terms or cancel ab initio. Brokerage: 17.5% or same net equivalent downwards, plus taxes as applicable Information: Employees – 294 Contractors – 70 Exposure Units – 97,000 Nature of Business – Municipality Cancellation by an Insured may result in a short rate calculation to determine the return premium, subject to 5% minimum earned of the total premium. Underwriting Security: 100% Lloyd’s (Information about Lloyds) Safe Moves for Bicycle Education for Safe Routes to School Program Final Audit Report 2022-08-09 Created:2022-08-08 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAaMAmLmBfLEP2gsL2me3tWHL9GGgo-l_d "Safe Moves for Bicycle Education for Safe Routes to School Pr ogram" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-08 - 11:55:53 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2022-08-08 - 11:59:22 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2022-08-09 - 0:00:39 AM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-08-09 - 0:00:46 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-08-09 - 0:12:04 AM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Pat Hines (phinesafety@aol.com) for signature 2022-08-09 - 0:12:10 AM GMT Email viewed by Pat Hines (phinesafety@aol.com) 2022-08-09 - 0:25:51 AM GMT- IP address: 172.58.16.114 Document e-signed by Pat Hines (phinesafety@aol.com) Signature Date: 2022-08-09 - 0:28:20 AM GMT - Time Source: server- IP address: 172.58.16.114 Document emailed to christopherj@cupertino.org for signature 2022-08-09 - 0:28:26 AM GMT Email viewed by christopherj@cupertino.org 2022-08-09 - 0:32:12 AM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-09 - 0:32:27 AM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-09 - 0:32:28 AM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to David Stillman (davids@cupertino.org) for signature 2022-08-09 - 0:32:34 AM GMT Email viewed by David Stillman (davids@cupertino.org) 2022-08-09 - 2:22:52 AM GMT- IP address: 104.47.74.126 Document e-signed by David Stillman (davids@cupertino.org) Signature Date: 2022-08-09 - 2:23:16 AM GMT - Time Source: server- IP address: 73.71.179.253 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-09 - 2:23:22 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-09 - 2:30:51 AM GMT- IP address: 104.28.123.102 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-09 - 2:31:03 AM GMT - Time Source: server- IP address: 172.226.212.109 Agreement completed. 2022-08-09 - 2:31:03 AM GMT