Cupertino City Council
July 19, 2022

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POLICY NUMBER: 660-5R l 4384 1-TIL-20 ISSUE DATE: 12-20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

CANCELLATION PROVIDED BY US
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY

SCHEDULE
CANCELLATION: Number of Days Notice: ____ 3_0 ___ _

PERSON OR
ORGANIZATION:

City of Cupertino
ADDRESS:

Attn: City of Cupertino
10300 Torre Avene
Cupertino, CA 95014

PROVISIONS
If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation.

ILT4050519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 454
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Policy# 810-5R 143576-20-43-G

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following :

BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS
F. HIRED AUTO - LIMITED WORLDWIDE

COVERAGE - INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE - GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - LIABILITY
COVERAGE:

Any organization you newly acquire or form
during the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only
until the 180th day after you acquire or form the
organization or the end of the policy period,
whichever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II - LIABILITY
COVERAGE:

This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect duri ng the policy period, to name
H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
J. PERSONAL EFFECTS
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
as an additional insured for Liability Coverage,
but only for damages to which this insurance
applies and only to the extent of that person's or
organization's liability for the conduct of another
"insured".

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1 .,
Who Is An Insured, of SECTION II -
LIABILITY COVERAGE:

An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in that "employee's"
name, with your permission, while performing
duties related to the conduct of your
business.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV -
BUSINESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage
Coverage, the following are deemed to be
covered "autos" you own :

CA T3 53 08 17 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission 455
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Policy# 81 0-5R143576-20-43-G

COMMERCIAL AUTO
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
that individual "employee's" name,
with your permission, while
performing duties related to the
conduct of your business.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - LIABILITY
COVERAGE:

Any "employee" of yours is an "insured" while
using a covered "auto" you don't own, hire or
borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2),
of SECTION II - LIABILITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds
(including bonds for related traffic law
violations) required because of an
"accident" we cover. We do not have to
furnish these bonds.

2. The following replaces Paragraph A.2.a.(4),
of SECTION II - LIABILITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day
because of time off from work.

F. HIRED AUTO - LIMITED WORLDWIDE

COVERAGE - INDEMNITY BASIS
The following replaces Subparagraph e. in
Paragraph 8.7., Policy Tenn, Coverage
Territory, of SECTION IV - BUSINESS AUTO
CONDITIONS:
e. Anywhere in the world, except any country or
jurisdiction while any trade sanction,
embargo, or similar regulation imposed by the
United States of America applies to and
prohibits the transaction of business with or
within such country or jurisdiction, for Liability
Coverage for any covered "auto" that you
lease, hire, rent or borrow without a driver for
a period of 30 days or less and that is not an
"auto" you lease, hire, rent 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.
(1) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(a) You must arrange to defend the
"insured" against, and investigate or
settle any such claim or "suit" and
keep us advised of all proceedings
and actions.
(b) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(c) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(d) We will reimburse the "insured":
(i) For sums that the "insured"
legally must pay as damages
because of "bodily injury" or
"property damage" to which this
insurance applies, that the
"insured" pays with our consent,
but only up to the limit described
in Paragraph C., Limit Of
Insurance, of SECTION II -
LIABILITY COVERAGE;
(ii) For the reasonable expenses
incurred with our consent for your
investigation of such claims and
your defense of the "insured"
against any such "suit", but only
up to and included within the limit
described in Paragraph C., Limit
Of Insurance, of SECTION II -
LIABILITY COVERAGE, and not
in addition to such limit. Our duty
to make such payments ends
when we have used up the
applicable limit of insurance in
payments for damages,
settlements or defense expenses.
(2) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess
contingent or on any other basis.
(3) This insurance is not a substitute for
required or compulsory insurance in any
country outside the United States, its
_____ __._ag,_,......,_~--- ______ @,.. c'-2,..,0.u1..,.,_ 6 Tbe.....,,.,_,.,"'-'-"-ln==--"-"= hts reserved. CA T3 53 08 17 Includes copyrighted material of Insurance erv1ces ice, Inc. with its permission 456
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Policy# 810-5R 143576-20-43-G
territories and possessions, Puerto Rico
and Canada.

You agree to maintain all required or
compulsory insurance in any such
country up to the minimum limits required
by local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory
insurance requirements.
(4) It is understood that we are not an
admitted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and
Canada. We assume no responsibility for
the furnishing of certificates of insurance,
or for compliance in any way with the
laws of other countries relating to
insurance.

G. WAIVER OF DEDUCTIBLE - GLASS
The following is added to Paragraph D.,
Deductible, of SECTION Ill - PHYSICAL
DAMAGE COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced .

H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
The following replaces the last sentence of
Paragraph A.4.b., Loss Of Use Expenses, of
SECTION Ill PHYSICAL DAMAGE
COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
The following replaces the first sentence in
Paragraph A.4.a., Transportation Expenses, of
SECTION Ill PHYSICAL DAMAGE
COVERAGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense
incurred by you because of the total theft of a
covered "auto" of the private passenger type.

J. PERSONAL EFFECTS
The following is added to Paragraph A.4.,
Coverage Extensions, of SECTION Ill -
PHYSICAL DAMAGE COVERAGE:

COMMERCIAL AUTO
Personal Effects
We will pay up to $400 for "loss" to wearing
apparel and other personal effects which are:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Effects
coverage.

K. AIRBAGS
The following is added to Paragraph B.3.,
Exclusions, of SECTION Ill - PHYSICAL
DAMAGE COVERAGE:

Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that
inflate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for
Comprehensive Coverage under this policy;
b. The airbags are not covered under any
warranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $1 ,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV - BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized
representative prompt notice of the "accident" or
"loss" applies only when the "accident" or "loss" is
known to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability
company);
(d) An executive officer, director or insurance
manager (if you are a corporation or other
organization); or
(e) Any "employee" authorized by you to give
notice of the "accident" or "loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV BUSINESS AUTO
CONDITIONS:

CA T3 53 08 17 © 2016 The Travelers Indemnity Company. All rights reserved . Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission 457
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Policy# 810-5R143576-20-43-G

COMMERCIAL AUTO

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the
extent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2.,
Concealment, Misrepresentation, Or Fraud, of
SECTION IV - BUSINESS AUTO CONDITIONS:

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance.

However this provision does not affect our right to
collect additional premium or exercise our right of
cancellation or non-renewal.
-----.i=.:1Qe.Aofaa0t-------~ OJ Jl rav_elers Indemnity Company_ AIL.Jjg~ erve CA T3 53 0817 Includes copyrighted material of Insurance Services Office, Inc. with Its permission 458
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....

TRAVELERS] WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) -
POLICY NUMBER: UB-5Rl47157-20-43-G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
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.

The additional premium for this endorsement shall be % of the California workers' compensation premium.

Person or Organization

ANY PERSON OR ORGANIZATION FOR WHICH

THE INSURED HAS AGREED BY WRITTEN

CONTRACT EXECUTED PRIOR TO LOSS TO
FURNISH THIS WAIVER.

Schedule
Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 1210412020
Insured
Insurance Company
DATE OF !SSUE:

Policy No. UB-5Rl47157-20-43-G Endorsement No.

Premium
Countersigned by ___________ _
ST ASS!GN: Page 1 of 1
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I
CSG Amendment for Construction Management
Services
Final Audit Report 2021-07-29
Created: 2021-07-15
By: City of Cupertino ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAWKjpxEfjx1 ByR2zyDs12DP83s2I9aRU "CSG Amendment for Construction Management Services" Histo ry
fl Document created by City of Cupertino ([email protected]) 2021 -07-15 - 4:28:17 PM GMT- IP address: 35.229.54.2
g Document emailed to Julia Kinst [email protected]) for approval 2021 -07-15 - 4:29:37 PM GMT
0'c, Document approved by Julia Kinst [email protected]) Approval Date: 2021-07-15 - 5:08:12 PM GMT - Time Source: server- IP address: 216.198.111 .214 g Document emailed to Araceli Alejandre ([email protected]) for approval 2021 -07-15 - 5:08:15 PM GMT
0'c, Document approved by Araceli Alejandre ([email protected]) Approval Date: 2021-07-15 - 5:26:58 PM GMT - Time Source: server- IP address: 73.170.27.253 g Document emailed to Nourdinkhayata ([email protected]) for signature 2021-07-15 - 5:27:00 PM GMT
fl Email viewed by Nourdinkhayata ([email protected]) 2021-07-17 - 1 :31 :46 AM GMT- IP address: 107.77.211 .162 0'c, Document e-signed by Nourdinkhayata ([email protected]) Signature Date: 2021 -07-17 - 1 :32:59 AM GMT - Time Source: server- IP address: 107.77.211 .162 g Document emailed to [email protected] for signature
2021-07-17- 1:33:02 AM GMT
~ City of Cupertino ([email protected]) replaced signer [email protected] with Christopher D. Jensen ([email protected])
2021-07-27 - 2:21 :20 PM GMT- IP address: 216.198.111 .214 ~Vl"filfTINO
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g Document emailed to Christopher D. Jensen ([email protected]) for signature 2021 -07-27- 2:21:20 PM GMT
'El Email viewed by Christopher D. Jensen ([email protected]) 2021-07-27 - 2:51 :12 PM GMT- IP address: 104.47.73.126 0'@ Document e-signed by Christopher D. Jensen ([email protected]) Signature Date: 2021-07-27 - 2:51 :57 PM GMT - Time Source: server- IP address: 174.194.133.222 g Document emailed to Roger Lee ([email protected]) for signature 2021 -07-27- 2:51 :58 PM GMT
'El Email viewed by Roger Lee ([email protected])
2021 -07-27 - 3:00:52 PM GMT- IP address: 104.47.73.254 ~ City of Cupertino ([email protected]) replaced signer Roger Lee ([email protected]) with Greg Larson ([email protected])
2021-07-27 - 4:21 :57 PM GMT- IP address: 216.198.111 .214 g Document emailed to Greg Larson ([email protected]) for signature 2021 -07-27 - 4:21 :58 PM GMT
'El Email viewed by Greg Larson ([email protected])
2021 -07-27 - 11 :53:17 PM GMT- IP address: 104.47.73.254 0'@ Document e-signed by Greg Larson ([email protected]) Signature Date: 2021-07-29 - 9:42:48 PM GMT - Time Source: server- IP address: 63.249.70.36 g Document emailed to Kirsten Squarcia ([email protected]) for signature 2021-07-29- 9:42:49 PM GMT
'El Email viewed by Kirsten Squarcia ([email protected]) 2021-07-29 - 11 :20:35 PM GMT- IP address: 104.47.73.254 l&'o Document e-signed by Kirsten Squarcia ([email protected]) Signature Date: 2021-07-29 - 11 :22:01 PM GMT - Time Source: server- IP address: 69.110.137.176 0 Agreement completed.
2021 -07-29 - 11 :22:01 PM GMT
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CITY OF
a MASTER PROFESSIONAL/SPECIALIZED SERVICES

AGREEMENT WITH CSG CONSULT ANTS INC

CUPERTINO

1. PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and CSG Consultants Inc ("Contractor") a Corporation for Construction Management Services, and is effective on the last date signed below ("Effective Date").

2. SERVICES

2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out its work in compliance with the City's Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A.

2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City's best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order.

3. TIME OF PERFORMANCE

3.1 Term. This Agreement begins on the Effective Date and ends on December 30, 2022 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy.

3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time.

3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request.

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4. COMPENSATION

4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $500,000.00 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount.

4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order.

4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval.

Noncompliance with this requirement 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 Master Professional/Specialized Services Agreement/ Rev. April 2020 Construction Management Services

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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 and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data.

7. OWNERSHIP OF MATERIALS

7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City.

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.

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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.

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 will be considered an assignment of the Agreement and subject to City approval. 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 ohhis 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 Contractors ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party.

11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement.

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11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee.

11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction.

11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.

Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder.

11.6. This Section 11 shall survive termination of the Agreement.

12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, 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 1 720 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 Contractor's employees or sub-contractors will not be tolerated.

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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 John Raaymakers 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 Nourdin Khayata as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City's project manager about the status, progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City.

15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts thereof 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 Coru1 for the County of Santa Clara, State of California.

Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending Master Prnfessional/Specialized Services Agreement/ Rev. April 2020 Construction Management Services

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resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact.

18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs.

19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.

20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21 . ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.

22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate.

23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement.

24. SEVERABILITY /PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent.

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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: :John Raaymakers
Email: [email protected]

27. VALIDITY OF CONTRACT
To Contractor:

CSG Consultants Inc
5 5 0 Pilgrim Dr.

Foster City CA 94404
Attention: Nourdin Khayata
Email: [email protected].

This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and ( c) is approved for form by the City Attorney's Office.

28. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument.

SIGNATURES CONTINUE ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CITY OF CUPERTINO
A Municipal Corporation
D6-6erralr,, l. Ffflj By __________ _
Name Deborah L. Feng
Title City Manager
Date Oct 22, 2020
APPROVED AS TO FORM:
!feather ;ff. 1ffi1111er
HEATHER M. MINNER
Cupertino City Attorney
ATTEST:

KIRSTEN
~~

SQUARCIA
City Clerk
Date Oct 22, 2020
Construction Management Services
CSG Consultants Inc
By ___________ _
Name Nourdinkhayata
Title Vice President
Date Oct 15, 2020
Tax I.D. No.:91-2053749
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EXHIBIT A

SCOPE OF SERVICES
The CONSULTANT shall provide certain Construction Management services as required and requested by the CITY.

The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 11, PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER, Exhibit B.

SECTION 1- GENERAL PROVISIONS
A. The CONSULT ANT shall perform all services to the satisfaction of the CITY' s Public Works Director or authorized Agent.

B. The CONSULT ANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

C. The CONSULT ANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY.

D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT.

E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager.

SECTION 2. BASIC SERVICES
The Consultant shall provide Construction Management services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement.

A. General Performance Requirements
CSG Consultants, Inc.

Construction Management Services 2020-2022
Exhibit A-Scope of Services

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1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT.

2. CONSULTANT shall be responsible for coordinating the work of all consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for all PROJECT meetings during the execution of this agreement under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULT ANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities.

3. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY.

CONSULTANT shall not substitute any team members without the prior approval of the CITY. CITY retains the right to reject team members assigned by CONSULTANT or require replacement of team members.

4. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT.

CONSULT ANT shall consult with the CITY, research applicable information, and communicate with members of the PROJECT team.

5. During the course of work of an assigned PROJECT, CONSULT ANT shall meet weekly with CITY' s assigned project manager for the respective construction projects to provide an update on the current status of the construction project. CM will provide the CITY's assigned project manager with a summary report.

B. CONSULTANT shall effectively manage the assigned construction projects for the efficient, progressive, and proactive delivery of each construction project. For each assigned construction project, the CONSULTANT may provide any or all of the following tasks and subtasks under Section 2, as is required for each specific project.

C. TASKS
Consultant services for any assigned project under this Master Agreement may include, but is not limited to the following tasks:

Task 1 - Pre-Construction Phase - work may include but is not limited to the following:
1) Conduct a constructability review of the construction documents (50%, 95% and 100%) for the various projects. Provide a written report with recommendations for changes. 2) Cost Estimate review and value engineering for various projects. Provide a written report with recommendations.
3) Utility coordination for projects. Work shall include a survey of existing utilities, the CSG Consultants, Inc. Exhibit A-Scope of Services
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development of utility service plan for new and existing structures, coordinating with consultant preparing the project plans and making application to the utility companies for service.
4) Assist with the building permit approval process. Work may include but is not limited to coordinating with design consultant and building department to receive an approved building permit.
5) Assist with the review and approval process for other permits and regulatory requirements. Work shall include but is not limited to coordinating with design consultant, city staff, and regulatory agencies to apply for and secure approved permits and authorizations as needed.
6) Assist with the development and conducting of public outreach programs to assist in providing public information regarding project.
7) Assist with grant administration during the project.

Task 2 - Bid Phase - work may include but is not limited to the following:
1) Conduct a pre-bid Conference with prospective Bidders. 2) Assist with the issuing of Addendums.
3) Assist in the development of bidders' interest in a project. 4) Review bid documents and assist the CITY in evaluation of bidders Statement of Qualifications for responsible low bidder and assist in analyzing bid protest as may be necessary.
5) Tabulation and evaluation of bid results. Assist in the evaluation of bid alternatives and make recommendations on award.
6) Assist in review and processing of substitution submittals during bid and construction phase.

Task 3 - Construction Phase - work may include but is not limited to the following:
1) Administration and Coordination of Construction Contract: CM will provide administrative, construction management and related services necessary to administer the Construction Contract on each assigned project. CM's services may include but are not limited to the following:
a. Scheduling, coordinating and conducting pre-construction and construction meetings; recording, maintaining and distributing minutes thereof. b. Prior to start of project construction the CM and CITY will come to agreement on the format for all project records to be kept and turned over to the CITY at the completion of the project. Documents may be hard copies and/or electronic. CM will make recommendations on programs to be used for tracking and other record keeping needs.
c. Develop and implement a procedure for the submittal and processing of submittals with the design consultant. This shall include preparing and CSG Consultants, Inc.

Construction Management Services 2020-2022
Exhibit A-Scope of Services

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updating logs. Provide preliminary review for completeness and general compliance of submittals that are to be reviewed by the design consultant.

Provide review and response for subrnittals that do not involve the design consultant (such as Safety Plan, Fire Protection Plan). Sign and date such subrnittals with response: Reviewed or Revise and Resubmit. d. Develop and implement a procedure for the submittal and processing of substitution requests with the CITY and the design consultant. This shall include preparing and updating logs.
e. Develop and implement a procedure for timely handling and disposition of the Contractor's request for information (RFI) or clarifications with the design consultant. This shall include preparing and updating logs. f. Establish and implement procedures for the timely transmittal and receipt of communications, drawing and other information between CM, design consultant and the Contractor relating to construction of the project. g. Develop and implement a procedure for the timely submittal, processing and tracking of Contract Change Orders (CCO), Request for Price Quote (RPQ), etc. with the CITY. This shall include preparing and updating logs. h. Coordinate and maintain a project directory for the project, with emergency contact information.
i. Review the Contractor's comprehensive schedule that establishes a base line and reports the status and progress of the project. The schedule should include details such as milestones and key activities to track project progress. Review the Contractor's three week look ahead schedule. Verify that schedules conform to the construction contract documents.
j. Work with CITY and Contractor to maintain use of existing facilities that are affected by the construction, to minimize the disruption to the existing facilities and to have their continued use during the construction of the project. This includes all phase of construction and delivery of materials. 2) Monitoring of construction costs and progress payments, CM services may include but are not limited to the following:
a. Provide and maintain project level reports for budgeting and contingency tracking; contract payment status; cash flow forecasting and analysis; grant documentation; and other financial reporting as necessary to support the CITY's accounting needs. CM shall maintain records reflecting the actual costs for activities completed or in progress, including records relating to work performed on a unit cost basis and additional work performed by the Contractor on a time and materials basis. CM shall monitor and advise the CITY of costs pertaining to potential, pending and completed changes; and potential or pending claims. b. Develop a procedure for submittal, review and processing of the progress payments to Contractor, along with associated forms and reporting systems. CM shall review progress payment applications and work with Contractor to achieve agreement on the progress payment amount. CM will verify that the "as built" CSG Consultants, Inc.
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check set of plans by the Contractor are updated prior to approval of progress payment being submitted to the CITY. CM will require Contractor to provide a conditional waiver and release for progress payments and a final release and waiver for the final payment. CM will certify that the data in each application for progress payment is to the best of CM's knowledge, information and belief, the work has progressed to the point indicated in the application for progress payment and the quality of the work is generally in accordance with the contract documents. CM' s review of application for progress payment shall be undertaken and completed in a timely manner so that the CITY can meet its obligations to make progress payment due Contractor within the time permitted by applicable law without incurring interest liability or other penalties/liabilities.

CM shall also verify the progress payment satisfies any grant requirement. 3) Substantial completion and final completion, CM services may include but are not limited to the following:
a. Consult with the design consultants and CITY to jointly ascertain the achievement of substantial completion of the project. If upon inspection of the project substantial completion has not been achieved, the CM will assist the design consultant in noting the conditions of the work and the measures necessary for the Contractor to achieve substantial completion. Upon determining that the Contractor has achieved substantial completion the CM will coordinate the CITY' s and design consultant's final inspection of the work to note punch list items to be completed by the Contractor as a condition to achieve final completion.
b . Assist the CITY in issuing a certificate of substantial completion and final completion, as applicable.
4) Progress Records, CM services may include but are not limited to the following:
a. Maintain records of the progress of construction of the project, including written progress reports and photographs reflecting the status of construction and percentage completion of the project. CM will maintain daily records during construction of the project showing weather conditions, personnel of the Contractor and Subcontractor at the site, work accomplished, problems encountered and other matters materially affecting the project, completion of the project or construction cost to complete construction of the project. CM shall maintain project records for test results and special inspection results. b. Provide monthly progress reports on the project.
5) Site observations of project, CM services may include but are not limited to the following:
a. CM shall be on-site during construction of the project and substantially at all times during which there are construction activities at the site. CITY and CM may agree to the amount of time required to be at the site for observation, however this does not relieve the CM from the requirement of having knowledge of the status of the work.

CSG Consultants, Inc.

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b. Coordinate testing, lab services and inspections, this includes by outside firms.

CM will work with the Building Department for permit inspections coordination and final approvals of permit. Provide testing and test results by testing firm acceptable to CITY. Such testing services shall be a reimbursable expense as described in Task 5.
c. Maintain at the site the following documents at a minimum: Contract, Drawings, Specifications, approved Change Orders, Submittals, building permit, SWPPP and associated testing or monitoring documentation, other permits, applicable codes, rules and regulation and other written or electronic materials relating to the project.
d. CM will endeavor to guard the CITY against defects and deficiencies in construction and workmanship of the project on the basis of its site observations, and a quality control program established and implemented hereunder to monitor construction workmanship for conformity: 1) accepted industry standards; 2) applicable laws, codes, regulations, ordinances or rules: 3) and the requirements of the construction documents.
e. CM shall reject work whenever in the ordinary course of discharging its services the CM discovers or observes patent conditions of defective or deficient construction and workmanship which as or may have an adverse impact upon the project's life-safety systems or operations, structural elements or integrity of the safety of persons or property. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing. CM' s responsibilities hereunder shall be limited to defective or deficient work or an apparent or patent nature.
f. Review the Contactor safety program and the requirements of the construction documents and applicable law. CM shall monitor the Contractor's compliance with safety programs and advise the CITY of measures, if any, necessary or appropriate to obtain the Contractor's compliance. By undertaking the obligation hereunder, CM shall not be deemed to have assumed responsibility of the adequacy or sufficiency of safety programs implemented by the Contractor, but the CM is responsible for verifying that the Contractor has established a safety program, that the safety program established by the Contractor is in compliance with applicable law, rule or regulation and that the Contractor has implemented its safety program.
g. CM shall promptly notify the CITY in writing of all CM observed instances of Contractor's failure to comply with applicable safety requirements. If in the course of performing services during the construction, the CM observes a safety violation or other unsafe condition on or about the site or surrounding area which have a immediate or potential or actual adverse effect on life or property, the CM is authorized, without prior notice to the CITY or prior directive by the CITY, to take all actions deemed necessary and appropriate by the CM under the then existing circumstances to prevent such actual or potential adverse effect.

CSG Consultants, Inc. Exhibit A-Scope of Services
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h. CM shall become familiar with all CEQA documents and permit requirements from other agencies having jurisdictions over the site or work that will affect the project and the construction site. CM shall be responsible for monitoring all aspects of the project as it relates to the requirements. CM shall monitor the Contractor's compliance with all requirements of the CEQA documents and permits by other agencies. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing if Contractor is not following all requirements. 6) Contract Change Order (CCO) processing, CM services may include but are not limited to the following:
a. Coordinate and disseminate correspondence, drawings and other written materials by and between the Contractor, the CITY and the design consultants relating to changes to the project. CM will coordinate the Contractor's performance of changes authorized by the CITY. CM shall maintain a log or other written records to monitor the pendency and disposition of change and CCOs to keep the CITY advised of the status of the same and the actual or potential impact of any particular change or CCO or the cumulative effects thereof on the construction cost or time for completion of construction of the project.
b. Assist the CITY and design consultant in evaluation of requests for the Contactor for issuance of CCOs, assist in negotiations with the Contractor relative to the CCOs proposals and the adjustment of the contract price or the contract time under the construction contract. CM will make recommendations to the CITY and the design consultant for handling and disposition of the Contractor's proposal relative to the changes. If a change to the construction contract is approved or authorized by the CITY, CM will assist the CITY and the design consultant in the preparation of a CCO reflecting such approved or authorized change to the construction contract. The CM is not authorized, without the prior consent and approval of the CITY, to effectuate or authorize any change to the work of the project. The CM shall be liable to the CITY for all direct and consequential costs, losses or damage resulting from the CM's direction or authorization of effectuate a change to the work of the project without the prior direction and authorization by the CITY.
7) Claims handling, CM service may include but are not limited to the following:
a. Assist the design consultant in the review, evaluation and processing of claims asserted by the Contractor; CM will make recommendations to the CITY as to merit, handling and disposition of Contractor's claims. Except in the event that the CM is alleged to have caused or contributed to the circumstances giving rise to a Contractor claim or other Contractor demand for compensation, services of the CM to prepare documentation or provide testimony in a mediation, arbitration or judicial proceeding arising out of such a claim or demand for compensation shall be deemed additional services. If the CM is alleged to have CSG Consultants, Inc.

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caused or contributed to a Contractor claim, the CM's claims handling services, including without limitation, claims analysis, assistance in preparing briefs/graphic materials in connection with negotiations or dispute resolution proceeding relating to a Contractor claim shall be deemed part of the CM' s basic services under this agreement.
8) CM equipment, CM may provide the following equipment necessary to carry out CM duties:
a. Provide all equipment, furnishings and other items necessary to complete the services required for the project. Including without limitation, trailer, computers, related hardware, software, vehicles, cell phones, office equipment and copiers.

Task 4 - Inspections and Testing- work may include but is not limited to the following:
1) CM shall conduct routine inspection of the construction work over the course of construction to ensure compliance of the work with the construction contract, including all drawings and specifications.
2) CM shall monitor the contractor's compliance with required Regulatory Agency Permit inspections and advise CITY of coordination problems and Contractor's compliance with permit/inspection requirements.
3) CM shall engage the necessary subconsultants to perform the necessary inspections and testing as required for the project. CM shall schedule and coordinate with the contractor and subconsultant for the necessary testing and inspection for the project. 4) Compensation to the CM for inspections and testing by subconsultant shall be for the actual billed amount only, no mark up or overhead will be allowed for these subcontracted services. CM shall bill monthly for actual inspections and testing completed. CM shall attach copies of subconsultants' invoice for verification of cost being billed.

Task 5 - Post-Construction Phase - work may include but is not limited to the following:
1) Contractor closeout document review, CM services may include but are not limited to the following:
2) Receive from the Contractor the closeout documents and items to be submitted by the Contractor under the terms of the Construction Contract upon completion of its obligations under the Construction Contract. The CM shall review each Contractor's closeout submittals to determine conformity with the requirements of the Construction Contract. If the CM determines that any Contractor's closeout submittals are not in conformity with requirements of the construction contract, the CM shall make recommendations to the CITY for measures to secure compliance with the requirements of the construction contract. The CM shall deliver to the CITY all of the Contractor's CSG Consultants, Inc. Exhibit A-Scope of Services
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closeout submittals, including the Contractor's as-build drawings which the CM shall transmit to the design consultant for preparation of the record drawings. The CM shall monitor the design consultant's preparation and completion of the project record drawings prior to delivering to the CITY.
3) Within thirty (30) days of the date of issuance of a Certificate of Final Completion for the construction contract, the CM shall assemble and deliver to the CITY all of the records maintained by the CM relating to the project.

CSG Consultants, Inc.

Construction Management Services 2020-2022
Exhibit A-Scope of Services

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COMPENSATION
The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement.

Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Compensation, of the Master Agreement.

Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City.

Consultant Hourly Rate(s)
The Consultant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders:

Labor Category Master Agreement Hourly Rate
Resident Engineer $200
Assistant Resident Engineer / $170
Office Engineer
Construction Inspector $145
Reimbursable Expenses
Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate. Such expenses include, but are not limited to:
• Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions;
• Software required by City other than Microsoft Word, Excel, PowerPoint, and Project; Adobe Acrobat; and a photo editor program.
• Travel expenses to the extent allowed by City policy; • Sub-consultants required by project scope of services; CSG Consultants, Inc.

Construction Management Services 2020-22
Exhibit A-Compensation Page
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COMPENSATION
• Safety equipment required by City policy or the project scope of services; • Mass mailing notifications;
• Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment.

The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Section 14, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order.

The City shall compensate the Consultant for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration.

Reimbursable expenses shall be separately identified on the Consultant invoice.

Method of Payment
The Consultant shall submit an invoice to the City by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be emailed to [email protected] and the Project Manager or mail to the City at:

Attention: John Raaymakers, Public Works Project Manager City of Cupertino
10300 Torre Ave.

Cupertino, CA 95014
The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining.

All Consultant payments shall be addressed to:

CSG Consultants, Inc.
3150 Almaden Expressway, Ste 255
San Jose, CA 95118
Attention: Nourdin Khayata, PE

END OF EXHIBIT
CSG Consultants, Inc.

Construction Management Services 2020-22
Exhibit A-Compensation

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Exhibit A-A- SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant's/Contractor's {"Contractor") duty to comply with Laws, as defined in Section 13 of the Contract/Agreement {"Contract"), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto {the "Health Order"), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic {collectively, "Health Laws").

B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City.

C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control {"CDC") on "high risk" categories is available at the CDC's website at:
https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html.

D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by fill individuals on any project site or work area performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers {collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. In particular, Contractor must comply with the provisions of the County's Mandatory Directive for Construction Projects {attached hereto), as applicable.

Further, as long as required by the operative Health Order or Mandatory Directive for Construction Projects, or other Health laws, these measures shall include, but are not limited to, the following best practices:

1. Information. Inform all workers of the Social Distancing Requirements and these best practices, including any updates or modifications, and require compliance as a condition to being present on the project site or work area.
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2. Social Distancing Protocol. Fill out and submit the newest version of the Social Distancing Protocol to the County, using the County' s online form available at https://www.sccgov.org/sites/covid19/Pages/social-distancing-protocol.aspx.

3. Sick Workers. Prohibit any individuals who have been tentatively or conclusively diagnosed with COVID-19 or who have any symptoms of illness, including the following, from entering or remaining on the project site or work area: fever, cough, shortness of breath, sore throat, body aches, chills, sudden loss of smell or taste or other flu-like symptoms. Encourage sick workers to get immediate medical attention.

4. Signage/Posters. As required, post or distribute (1} the most updated version of the COVID-19 PREPARED Sign, and (2} a Social Distancing Protocol Visitor Information Sheet.

5. Face Coverings. Everyone at a job site must wear a face covering at all time, except children under the age of 2, people who are medically prevented from wearing a face covering, and for communication by or with people who are hearing impaired.

6. Sanitary Facilities. Ensure adequate handwashing and/or hand-sanitizing facilities are available at all times and encourage frequent handwashing and/or hand-sanitizing throughout the day as specified below. Portable sanitary facilities must be serviced and cleaned on a daily basis. Provide hand sanitizer in or around all toilet facilities and common areas, including project trailers.
a. Handwashing. Wash hands using soap and water for at least 20 seconds. b. Hand-sanitizer. Use a hand sanitizer that contains at least 60-95% alcohol when handwashing is not immediately available.
c. Paper Products. Ensure that toilet paper, tissues, and paper towels are available as appropriate, with designated receptacles for disposal.

7. Distancing. Prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception of any physical contact required for worker safety or to comply with safety Laws. Avoid sharing tools to the extent possible. Require workers to provide their own transportation where possible and to avoid having more than two workers in a vehicle.

8. Groups/Meetings/Site Access. Avoid any group gatherings of 10 or more people. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to the project site or any work area to workers who are necessary to perform the work at that time. Allow non-essential 2 483
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personnel to work from home to the extent possible. Avoid all non-essential travel. Do not stack trades if possible.

9. Frequent Cleaning. Provide for regular and appropriate cleaning of all high touch surfaces at a project site or work area, including, but not limited to, shared tools or equipment, doorknobs and handles, toolboxes, sanitary facilities, common break areas, keypads, touch screens, project trailer surfaces and equipment, light or power switches, workstations, countertops, break areas, and the like. Clean and/or disinfect any reusable items or equipment. Clean surfaces of shared vehicles, including steering wheels, gear shifts, handles, instrument panels, etc. Ensure that cleaning products are used correctly and safely, and avoid cleaning techniques, such as use of pressurized air or water sprays, that may generate bioaerosols.

10. Personal Protective Equipment. When workers cannot avoid close proximity or physical contact, e.g., based on applicable safety laws, or are otherwise at risk for exposure to COVID-19, ensure that the affected workers are provided with appropriate personal protective equipment ("PPE"), which may include disposable gloves and/or other PPE. Instruct workers to wash or sanitize hands after removing gloves or other PPE. Ensure that all personal protective equipment is disposed of properly.

11. Water and Food. Prohibit shared or communal food or common water coolers.

Provide individual water bottles for workers or instruct workers to bring their own.

12. Enforcement. Immediately eject any worker who fails or refuses to comply with the Health Laws, Social Distancing Requirements, or these best practices from the project site until or unless the Project Manager issues a written authorization for the worker to return, subject to full compliance.

F. Proof of Compliance. If Contractor is subject to the Mandatory Directive for Construction Projects, Contractor must provide to the City the name and contact information for its designated site-specific COVID-19 supervisor(s).

E. Oversight. In other to ensure that all workers comply with the Social Distancing Requirements to the extent possible, Contractor shall designate a named individual to have primary responsibility for implementation and enforcement of the Social Distancing Requirements and these best practices, and to serve as the primary point of contact with the City in this regard. Contractor shall promptly inform the City of the name of this individual.

F. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. 3 ------------------------
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G. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions.

Attachments to Exhibit A-A
Santa Clara County Mandatory Directive for Construction Projects 1228578.5
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Santa Clara County
PUBL!C
HEAL: H

MANDATORY
DIRECTIVE:

Construction
Projects
Effective July 13, 2020
sccgov.org/coronavirus
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County of Santa Clara
Public Health Department
Health Officer
976 Lenzen Avenue, 2nd Floor
San Jose, CA 95126
408. 792.5040

MANDATORY DIRECTIVE FOR CONSTRUCTION PROJECTS
*Please confirm that your facility and/or construction project jobsite may open under the State Order. Where there is a difference between the local County Order and the State Order, the more restrictive order must be followed. The State also has specific guidance for certain facilities that must be followed in addition to this mandatory directive.* Issued: July 7, 2020
Information on the State's Order and State guidance is available at covid19.ca.gov.

While the construction industry is critical to ensuring a safe and sufficient supply of residential and commercial space, construction work can also pose significant risks to public health due to the COVID-19 pandemic. Because construction projects typically involve many workers actively working on a jobsite at the same time, often in close proximity to one another or sharing equipment, businesses and individuals performing and overseeing construction projects must take extra precautions to reduce the risk of COVID-19 transmission for workers, visitors, and others. This Directive applies to all construction projects, but the restrictions vary by the size of the project, as specified below.
"Construction project" means any work (including a public works project) carried out in connection with the construction, alteration, conversion, fitting-out, remodel, renovation, refurbishment, demolition, decommissioning, or dismantling of a building or other structure; the preparation of a physical site for any such activity; and education or training at which any such activity is taught through onsite practice or experience. "Construction project" does not include architectural, design, financial, or administrative work related to a construction project, unless that work occurs at the constructionjobsite. "Construction project" also does not include basic repair or maintenance work, which means a repair or maintenance job that requires no more than 2 workers and no more than 2 days and that is not architecturally, financially, or administratively associated with an active construction project.

This Directive explains how construction projects may operate. This Directive is mandatory, and failure to follow it is a violation of the Health Officer's Order issued on July 2, 2020 ("Order").

Construction projects must comply with the Order and all requirements of this Directive.

Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 1 of 12 Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian County Executive: Jeffrey V. Smith
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The Order Issued July 2
The Order imposes several restrictions on all businesses and activities to ensure that the County stays as safe as possible, including but not limited to the following:

The Social Distancing Protocol: All businesses must fill out and submit the newest version of the Social Distancing Protocol to the County using the online form, available here. The Protocol is submitted under penalty of perjury, meaning that everything written on the form must be trnthful and accurate to the best of the signer's knowledge, and submitting false information is a crime. The Protocol must be distributed to all workers, and it must be accessible to all officials who are enforcing the Order. Businesses are responsible for ensuring that workers understand and are trained on Protocol requirements in a language that they understand. For any business that only performs services for dispersed facilities or worksites that the business does not own or operate, the business must complete a Social Distancing Protocol for its operation as a whole.

For any business that has a facility, but also provides services at dispersed facilities or worksites that the business does not own or operate, the business must complete a Social Distancing Protocol for its own facility and provide that Protocol to the owners or operators of any facility where it operates.
► Example: A constrnction company serves as a subcontractor on various jobsites throughout the County and also operates a base facility within the County, where it maintains its vehicles and equipment. The subcontractor must complete a Social Distancing Protocol for its base facility. It must also distribute the Protocol to the owners or operators of the jobsites to which it sends its workers. The subcontractor's workers must be given a copy of, be trained on, and comply with the measures in both the subcontractor's Social Distancing Protocol and the Social Distancing Protocol for any jobsite at which they are performing work.
• Signage: All businesses must print (1) an updated COVID-19 PREPARED Sign and (2) a Social Distancing Protocol Visitor Information Sheet, and both must be posted prominently at all facility entrances. These are available for printing after submission of the Social Distancing Protocol online.
► Businesses do not need to post these documents if they do not have their own facility or worksite and only perform services for dispersed facilities or worksites that the business does not own or operate.
• Face Coverings: Everyone at a business facility or worksite must wear a face covering at all times ( except very young children, people for whom face coverings are medically inadvisable, or for communication by or with people who are hearing impaired). Face coverings must be worn even while working at a construction project. Workers do not need to wear face covering if it would create a risk to the person related to their work, in accordance with local, state, or federal workplace safety guidelines.

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• Density Limitation: All businesses must limit the number of people who may be inside the facility at the same time. For staff members, the limit is 1 person per 250 gross square feet of indoor facility space (this means total space, including areas open only to staff like storage rooms). For members of the public, the limit is 1 person per 150 square feet of space open to the public. The density requirements tell businesses how many people (staff or clients) they can let inside the facility before another person leaves.

Children under 12 who are accompanying a parent or guardian do not count against the limit, but everyone age 12 and over does. This Directive describes a limited exception to the density limitation applicable only to construction project jobsites.

See the Order and the F AO page for more details.

In addition to these general requirements applicable to all businesses under the Order, construction projects must comply with the following directives.

Construction Projects on Own Residence Exempted
This Directive does not apply to construction projects where a person is performing construction on their current residence alone or solely with members of their own household.

Rules for Single-Worker Construction Projects
This section lists the requirements for construction projects performed by only 1 worker, such as someone who is working alone on a kitchen remodel project. This section for single-worker projects does not apply to construction projects that involve multiple workers, even if only 1 worker is at the jobsite at any time; those projects must follow the Rules For All Construction Projects, which are listed in the next section.
a. If the worker is working for a business, the worker must comply with the Social Distancing Protocol of that business.
b. The worker must maintain 6 feet of social distance from all other people at all times, including when entering and leaving the work area or building. c. The worker must use and properly wear face coverings. In addition, the worker must wear other personal protective equipment (PPE) appropriate for use in construction, including gloves, goggles, and/or face shields. d. To the extent possible, the worker must seal off the work area so that there is a barrier between the worker and any other people in the building. For example, a worker performing construction in the hallway of a residence must install a barrier (such as plastic sheeting) between the area where the worker is working and the rest of the hallway.

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e. The worker must frequently wash hands with soap and water for at least 20 seconds or use hand sanitizer with at least 60% alcohol. f. The worker must not work or come to the jobsite if the worker has a fever, cough, or any other COVID-19 symptoms.
g. The worker must maintain records of the dates and times the worker was at the jobsite and must make those records immediately available upon request to any County official.
h. If the worker tests positive for COVID-19, the worker must notify the County Public Health Department within 4 hours of learning of the positive result by following the instructions at www.sccsafeworkplace.org.

Rules for All Construction Projects (Except Single-Worker Construction Projects) This section lists requirements for all construction projects (other than single-worker construction projects).
*Note: Large Construction Projects must also follow additional requirements, which are described beginning on page 9. *

1. Responsibilities of the General Contractor and Subcontractors a. The business with the responsibility to oversee a construction project, described in this Directive as the "General Contractor," must complete and submit a Social Distancing Protocol specific to the construction projectjobsite. (The General Contractor may also need to submit social distancing protocols for its base facility or for other jobsites subject to this Directive.)
b. The General Contractor is responsible for ensuring that all work and operations at the construction jobsite is performed in compliance with the Order, this Directive, and the jobsite-specific Social Distancing Protocol.
c. The General Contractor must train its workers to comply with the Order, this Directive, and the jobsite-specific Social Distancing Protocol. d. Subcontractors do not need to submit their own jobsite-specific Social Distancing Protocols for the same site, but the General Contractor must not allow any subcontractor onto the jobsite unless that subcontractor has given the General Contractor a signed certification that:

1. the subcontractor has reviewed the Order and this Directive and will comply with them;
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11. the subcontractor has reviewed the General Contractor's jobsite-specific Social Distancing Protocol and trained its workers on that Protocol; and 111. the subcontractor has completed and submitted its own Social Distancing Protocol covering its operations, and has provided a copy of that Protocol to the General Contractor.

2. General Contractors and Subcontractors Must Report COVID-19 Positive Cases a. Whenever the General Contractor learns that a person who has tested positive for COVID-19 was at the jobsite within 48 hours of the date they were tested or within 48 hours of becoming symptomatic, the General Contractor must immediately implement the jobsite-specific Social Distancing Protocol's procedures for when a person tests positive for COVID-19. All positive cases must be reported by following the instructions at www.sccsafeworkplace.org. b. All subcontractors must immediately (within 1 hour, regardless of the time of day) alert the General Contractor as soon as they learn that an employee has tested positive who is currently at the jobsite, or who was at the jobsite within 48 hours of the date they were tested or within 48 hours of becoming symptomatic. This reporting requirement is in addition to the subcontractor's own reporting requirements under the Order and the procedures in the subcontractor's Social Distancing Protocol.

3. Cleaning After Positive Case Identified
Upon learning of a confirmed positive case at the jobsite within the last 48 hours, any location where the infected worker was known to have been present must be immediately closed and sanitized. Work in these locations must cease until sanitization is complete.

4. General Contractor is Responsible for Ensuring the Jobsite is Operated Safely Following All Legal Requirements
a. The General Contractor must ensure that everyone at the jobsite- including its own workers, the subcontractors' workers, and visitors- complies with the Order, this Directive, the jobsite-specific Social Distancing Protocol, and any other laws and regulations that apply to the work (for example, OSHA and Cal-OSHA requirements). If there is a conflict in what different laws require, the strictest standard applies.
b. The General Contractor's responsibility for ensuringjobsite compliance under this paragraph 4 does not, however, relieve any subcontractors of their own responsibilities under the Order, their Social Distancing Protocol, this Directive, and all other applicable laws and regulations.

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c. Any worker, or any subcontractor, may file a complaint that the General Contractor has not complied with the Order, this Directive, or the jobsite-specific Social Distancing Protocol, or that the General Contractor has failed to require others to comply. Complaints may be filed through the County Office of Labor Standards Enforcement Advice Line (866-870-7725) or website ( www .sccfairworkplace.org ).

5. Designated COVID-19 Supervisor(s)
a. The General Contractor must designate a site-specific COVID-19 Supervisor or Supervisors to enforce the jobsite-specific Social Distancing Protocol and this Directive. The designated COVID-19 Supervisor(s) must be present at the jobsite at all times during construction activities. The COVID-19 Supervisor may be an on-site worker who is designated to serve in this role. The General Contractor must prominently post a sign at all entrances to the jobsite clearly identifying the COVID-19 Supervisor(s) by name and providing their phone number and email address.
b. The designated COVID-19 Supervisor(s) must review this Directive and the jobsite-specific Social Distancing Protocol with all workers and other persons at the jobsite. The General Contractor is responsible for making sure this occurs. c. The COVID-19 Supervisor must monitor and ensure implementation at the jobsite of all requirements in this Directive, the jobsite-specific Social Distancing Protocol, and the Order.

6. Seal Off Area of Construction Project from Other Parts of Occupied Sites Where construction work occurs within an occupied residential or commercial building, all of the following rules apply:
a. Work areas must, to the extent feasible, be sealed off from the remainder of the building (and from the remainder of the unit, if work is performed within a residential unit) with physical barriers such as plastic sheeting or closed doors sealed with tape.
b. If possible, workers must access the work area from entry/exit door(s) different from the entry/exit door(s) used by residents or occupants accessing the remainder of the building that is not under construction.
c. Available windows and/or doors must be used to ventilate the work area during the workday and any other times work is performed.
d. If residents or occupants have access to the work area between workdays, the Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 6 of 12 492
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work area must be cleaned and sanitized at the beginning and at the end of workdays.
e. Every effort must be taken to minimize contact between workers and residents or occupants, including maintaining a minimum of at least 6 feet of social distancing at all times.

7. Personal Protective Equipment (PPE)
The General Contractor must obtain, provide at no cost to workers, and require that all workers use personal protective equipment (PPE) appropriate for use in construction, including gloves, goggles, face shields, and face coverings as appropriate for the activity being performed. Face coverings must be worn in compliance with the State's mandatory Guidance for the Use of Face Coverings and any additional directives issued by the County Health Officer. At no time may medical-grade PPE be used at a construction site unless it is required due to the medical nature of the jobsite or local, state, or federal workplace safety requirements.

8. Social Distancing, Sanitizing, and other Measures
a. The General Contractor must:

1. Ensure compliance at the jobsite with the Order's density limitations except to the extremely limited extent a higher density is temporarily necessary to safely carry out a specific job function.

1. The density limitations apply to all indoor areas where construction work is actively being performed. Density limitations do not apply to staging areas or lay-down areas that are separate from the area where construction work is actively being performed.

11. Stagger shifts, breaks, and trade-specific work as necessary to reduce density and allow for easy maintenance of minimum 6-foot distancing.

Staggered shifts and breaks must comply with applicable wage and hour laws.

1. All persons must maintain minimum 6-foot distancing except to the extremely limited extent shorter distances are temporarily necessary to safely carry out a specific job function.
m. Eliminate or resolve "choke points" and "high-risk areas" where workers are unable to maintain 6-foot social distancing. The General Contractor must prohibit or limit use of these areas to ensure that 6-foot distance can easily be maintained between individuals.

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1v. If possible, ensure workers eat their meals and take their breaks outdoors, and maintain social distancing during meals and breaks. v. Prohibit gatherings of any size on the jobsite ( except for meetings required by this Directive), including gatherings for breaks or eating. Sharing of any food or beverage is strictly prohibited.
v1. Cal-OSHA requires employers to provide water. Water must be provided in single-serve containers.
vu. Prohibit use of microwaves, water coolers, and other similar shared equipment.
b. Workers must:

1. Unless strictly necessary to carry out a job function, maintain at all times at least 6-foot social distancing from fellow workers and all site visitors, including delivery workers, design professionals and other project consultants, government agency representatives (including building and fire inspectors), and residents at residential construction sites.

11. Not carpool to and from the jobsite except with others living within the same household unit, or if necessary because they have no alternative means of transportation. If workers from different households must carpool, they must wear face coverings while riding together in the same vehicle, sit at the greatest distance possible, and maintain ventilation by keeping windows open as feasible.

9. Notice for Workers and Visitors of Required Practices The General Contractor must prominently post a notice at all entrances to the jobsite visible to all workers and visitors instructing workers and visitors to do the following:
a. Do not touch your face with unwashed hands or with gloves. b. If equipment is shared, it must be fully sanitized before and after each use. c. Wash your hands often with soap and water for at least 20 seconds each time, or use hand sanitizer with at least 60% alcohol.
d. Clean and disinfect objects and surfaces you touch often, such as work stations, keyboards, telephones, handrails, machines, shared tools, elevator control buttons, and doorknobs.
e. Cover your mouth and nose with a tissue or cloth when you cough or sneeze, or Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 8 of 12 494
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cough or sneeze into your elbow/sleeve - never into your hands. f. Do not enter the jobsite if you have a fever, cough, or other COVID-19 symptoms. If you feel sick, or have been exposed to anyone who is sick, stay at home.
g. Constantly make sure you are staying at least 6 feet away from co-workers at all times, unless it is absolutely necessary to get closer to complete a task for the construction project.
h. Do not carpool to and from the jobsite with anyone except members of your own household, or if necessary because you have no alternative means of transportation. If you carpool with people from another household, you must wear a face covering while riding together in the same vehicle.

1. Do not share phones or PPE.

Posters conforming to this requirement are available for download at https://www .sccgov.org/sites/covidl 9/Pages/leam-what-to-do-flyers.aspx.

I 0. Cooperate with County 's Case Investigation and Contact Tracing Efforts The General Contractor must maintain a daily attendance log of all workers and visitors at the jobsite that includes contact information (including name, phone number, address, and email) and the date, time, and duration of each person's presence at the jobsite. If someone on the jobsite tests positive for COVID-19, the General Contractor is legally required to assist the County Public Health Department in any case investigation and contact tracing efforts.

I I . Monitor and Inform Supervisors and Subcontractors of Revised Requirements The General Contractor must regularly check for revisions to the Order, this Directive, relevant industry-specific guidance published by the California Department of Public Health, and other relevant rules or guidance. The General Contractor must inform all jobsite supervisors (including the designated COVID-19 Supervisor(s), all field supervisors, foremen, and safety directors) and all subcontractors of any revisions or additions to the requirements for construction projects.

Additional Rules for Large Construction Projects
This section describes additional requirements that apply only to Large Construction Projects.

I 2. What is a Large Construction Project?
A "Large Construction Project" is a construction project that meets any of the following Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 9 of 12 495
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specifications:
a. For residential projects, any single-family, multi-family, senior, student, or other residential construction project consisting of 10 or more units; or b. For commercial projects, any construction project consisting of 20,000 or more square feet of floor area; or
c. For mixed-use construction projects, any construction project that meets either of the specifications above in Subparagraphs (a) and (b); or d. Any infrastructure project that requires 20 or more workers at the jobsite at any one time.

13. COVID-19 Supervisor's Additional Compliance, Monitoring, and Remediation Responsibilities
a. The designated COVID-19 Supervisor must:

1. Conduct daily briefings in person (with proper social distancing) or by teleconference that must cover the following topics:

1. New jobsite rules and pre-jobsite travel restrictions for the prevention of COVID-19 community spread.

2. Review of sanitizing and hygiene procedures.

3. Worker feedback on improving safety and sanitizing.

4. Coordination of construction site daily cleaning/sanitization requirements.

5. Any newly available information regarding COVID-19.

6. Emergency protocols in the event of an exposure or suspected exposure to COVID-19.

11. Each day, verify and record verification that eachjobsite is compliant with this Directive. The General Contractor must collect each written verification, store them for at least I year, and make them immediately available upon request to any County official.
111. Conduct the following activities to make sure that the jobsite is ready to fix any violations of this Directive:

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1. Develop a remediation plan;

2. If any non-compliance is identified, ensure that the remediation plan is implemented, and post the remediation plan at all entrances to the jobsite during the remediation period;

3. Stop any construction activity until the jobsite is back in compliance; and

4. Report repeated non-compliance with this Directive to the appropriate jobsite supervisors and the permitting agency for the local government where the project is located.
b. The General Contractor is responsible for making sure the designated COVID-19 Supervisor takes all of these steps.

14. Jobsite Safety Accountability Supervisor (JSAS)
The General Contractor must assign a COVID-19 Third-Party Jobsite Safety Accountability Supervisor (JSAS) for the jobsite. The JSAS may not be an employee of the General Contractor. The JSAS must at a minimum hold an OSHA-30 certificate and first-aid training, or equivalent credentials, from within the past 2 years. The JSAS must be trained in the requirements in this Directive and the jobsite-specific Social Distancing Protocol and must verify compliance with those requirements, including by visual inspection and random interviews with workers. The JSAS must inspect the jobsite as often as needed to ensure consistent compliance, but not less than once per week. The JSAS must inspect the jobsite during normal construction hours. a. The General Contractor must prominently post a sign at all entrances to the jobsite visible to all workers and visitors that clearly identifies the JSAS for the jobsite by name and providing their phone number and email address. b. Within 7 calendar days of each jobsite visit, the JSAS must complete a written assessment identifying any failure to comply with this Directive. The written assessment must be copied, stored, and, produced upon request to the County or local permitting agency.
c. If the JSAS discovers that a jobsite is not in compliance with this Directive and the jobsite-specific Social Distancing Protocol, the JSAS must work with the designated COVID-19 Supervisor to develop and implement a remediation plan. d. The JSAS must coordinate with the designated COVID-19 Supervisor to prohibit continuation of any work activity not in compliance with this Directive or the jobsite-specific Social Distancing Protocol. The JSAS must make sure that the Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 11 of 12 497
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work activity does not resume until the noncompliance is fixed and the continuing work is compliant with this Directive.
e. The remediation plan must be sent to the local permitting agency and a designated County official within 5 calendar days of the JSAS's discovery of the failure to comply.

15. Translation for Non-English-Speaking Workers
The General Contractor must translate (and, where otherwise required, post) all of the following documents as necessary to ensure that all non-English-speaking workers are able to understand the documents:
a. The Notice for Workers and Visitors of Required Practices described in Paragraph 9 ( on page 8).
b. The remediation plan described in Paragraph 13 .a.iii.I ( on page 11 ).

Stay Informed
For answers to frequently asked questions about this industry and other topics, please see the F AO page. Please note that this Directive may be updated. For up-to-date information on the Health Officer Order, visit the County Public Health Department's website at www.sccgov.org/coronavirus.

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EXHIBIT B

SERVICE ORDER PROCESS
The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 14, Project Coordination, and (2) as defined in a fully executed Service Order ..

SECTION 1- SERVICE ORDER INITIATION
A. The City Public Works Director or his designee shall provide written request for Consultant services as defined in this agreement. The Consultant and City shall meet to discuss the services after which the consultant shall provide a written proposal including specific scope of services, performance schedule, and compensation to the City.

B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of the Service Order.

C. The City shall prepare a Project Service Order consistent with the City's standard form, Service Order, and Attachment A. The Service Order shall, at a minimum, include (1) specific scope of services, deliverables, schedule of performance, and compensation.

SECTION 2- SERVICE ORDER EXECUTION
D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Section 14 of the Master Agreement, Project Coordination, and the date signed.

E. The Consultant shall begin work on the scope of services only after receipt of a fully executed authorized Service Order defining those services. Consultant understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City.

F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the Master Agreement.
4Leaf, Inc.

Construction Management Services 2020-22
Exhibit B-Service Order Process

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CITY OF CUPERTINO

MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO. Choose
Master Agreement Contract #: MA Date:

Maximum Compensation: MA End Date:

Consultant: Firm Name:

Address:

Contact: Ph:

Project Name:

U~Jloescription: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation
City Project Management
Managing Department: Public Works Project Manager: ---------------- Fiscal/Budget:

SOAcc't#:

Project#:

Approvals Signatures:

Consultant/
Contractor
Manager/
Supervisor:

Master Agreement Maximum Compensation: ---------- Tot al Previously Encumbered to Date: ---------- Enc umbra n c e this Service Order: ---------- Master Agreement Unencumbered Balance: ---------- PO#:

Date:

Date:

Date:

Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date: ---------------- Management Analyst City of Cupertino Master Agreement Service Order 191002 500
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EXHIBITC
Insurance Requirements
Professional/Specialized Services Agreement
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 and results of the Services hereunder 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 0001 covering CGL on an "occurrence" basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and 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 (ISO CG 25 03 or 25 04) or it 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 noncontributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO CG 20 01 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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 if Contractor provides written verification it has no employees).

4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable).

If Contractor maintains broader coverage and/ or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained byContractor.

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 Insurance Requirements fo r Professional/Specialized Services Agreement Version: Sept. 2019 1 501
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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.

Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best's financial strength rating of"A" or better and a financial size rating of "VII" or better.

Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the Effective Date of the Contract.

2. Insurance must be maintained for at least five (5) years after completion of the Services.

3. 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 Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services.

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 duringthe 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.

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ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DDNYYY)
~ 2/3/2020
~
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME:

Arthur J. Gallagher & Co. P~9N~n c-"· 415-536-8617 I FAX Insurance Brokers of CA, Inc. UC #0726293 IA/C Nol: 415-536-8627 1255 Battery Street, Suite 450 ~oMl~~ss, [email protected] San Francisco CA 94111 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A : Arch Insurance Company 11150
INSURED CSGCONS-01 INSURER B : Redwood Fire and Casualty Insurance Co 11673 CSG Consultants, Inc. INSURER c : Zurich American Insurance Company of IL 27855 550 Pilgrim Drive Foster City, CA 94404 INSURER D : Travelers Property Casualty Co of America 25674 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 274054137 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL SUBR
LTR TYPE OF INSURANCE IIJ~n \1\1\/n POLICY NUMBER ,~m-J%~1 ,~~rJ%~1 LIMITS C X COMMERCIAL GENERAL LIABILITY CPO-7414724-00 2/2/2020 12/4/2020 EACH OCCURRENCE $1,000,000 - ==i CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence) $500,000
MEO EXP (Any one person) $5,000 -
PERSONAL & ADV INJURY $1,000,000 -
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ POLICY JECT PRO- DLoc PRODUCTS - COMP/OP AGG $2,000,000 OTHER: No Ded $
C AUTOMOBILE LIABILITY CPO-7414724-00 2/2/2020 12/4/2020 ~~~~~~d~~llNGLE LIMIT $1,000,000 - X ANY AUTO BODILY INJURY (Per person) $ - OWNED - SCHEDULED BODILY INJURY (Per accident) $ - AUTOS ONLY ~ AUTOS HIRED NON-OWNED iP~~~~~J:,.gAMAGE $ - AUTOS ONLY ~ AUTOS ONLY No Ded $
D X UMBRELLA LIAB M OCCUR ZUP-21 P37869-20-NF 2/2/2020 12/4/2020 EACH OCCURRENCE $5,000,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000
OED I X I RETENTION $ n $
8 WORKERS COMPENSATION y CSWC036787 12/4/2019 12/4/2020 X I ~~%UTE I I OTHER No Ded AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE ~ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 A Professional Liability y PMEP0008804 12/4/2019 12/4/2020 Each Claim $5,000,000 retro date: 1/1/1991 Aggregate $5,000,000 Deductible: $50,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Vallco Town Center

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Cupertino
10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 I N,.b
© 1988-2015 ACORD CORPORATION. All ;ights ;eserved.

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General Liability Supplemental Coverage Endorsement ~
ZURICH
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem. Return Prem.

CPO-7414724-00 02/02/2020 12/04/2020 N/A NIA N/A
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part
The following changes apply to this Coverage Part. However, endorsements attached to this Coverage Part will supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement.

A. Broadened Named Insured

1. The following is added to Section II - Who Is An Insured:

Any organization of yours, other than a partnership or joint venture, which is not shown in the Declarations, and over which you maintain an ownership interest of more than 50% of such organization as of the effective date of this Coverage Part, will qualify as a Named Insured. However, such organization will not qualify as a Named Insured under this provision if it:
a. Is newly acquired or formed during the policy period; b. Is also an insured under another policy, other than a policy written to apply specifically in excess of this Coverage Part; or
c. Would be an insured under another policy but for its termination or the exhaustion of its limits of insurance.

Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of more than 50% in the organization during the policy period.

2. The last paragraph of Section II - Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision.

B. Newly Acquired or Formed Organizations as Named Insureds

1. Paragraph 3. of Section II - Who Is An Insured is replaced by the following:

3. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain an ownership interest of more than 50% of such organization, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.

An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization.

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2. The last paragraph of Section II - Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision.

C. Insured Status - Employees
Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced by the following :

2. Each of the following is also an insured:
a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services.

However:

Paragraphs (1)(a) and (1)(d) do not apply to your "employees" or "volunteer workers", who are not employed by you or volunteering for you as health care professionals, for "bodily injury" arising out of "Good Samaritan Acts" while the "employee" or "volunteer worker" is performing duties related to the conduct of your business.
"Good Samaritan Acts" mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received.

Paragraphs (1)(a), (b) and (c) do not apply to any "employee" designated as a supervisor or higher in rank, with respect to "bodily injury" to co-"employees". As used in this provision, "employees" designated as a supervisor or higher in rank means only "employees" who are authorized by you to exercise direct or indirect supervision or control over "employees" or "volunteer workers" and the manner in which work is performed.

D. Additional Insureds - Lessees of Premises

1. Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee.

This provision does not apply after the person or organization ceases to lease or rent premises from you.

However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured.

2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section Ill - Limits Of Insurance:

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The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph D.1. above (of this endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations.

E. Additional Insured - Vendors

1. The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property damage" included in the "products-completed operations hazard":

Section II - Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph E. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, 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:

However, the insurance afforded to such vendor:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor.

2. With respect to the insurance afforded to these vendors, the following additional exclusions apply:
a. The insurance afforded the vendor does not apply to:
(1) "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; (2) Any express warranty unauthorized by you;
(3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(5) 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;
(6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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 (8) "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:
(a) The exceptions contained in Subparagraphs (4) or (6); or (b) 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.
b. 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. c. This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage Part.

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3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Section Ill - Limits Of Insurance:

The most we will pay on behalf of the vendor is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph E.1. above ( of this endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations.

F. Additional Insured - Managers, Lessors or Governmental Entity

1. Section II - Who Is An Insured is amended to include as an insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but 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 omission of those acting on your behalf; and resulting directly from:
a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit;
b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization.

However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured.

2. This provision does not apply:
a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage" or offense that caused "personal and advertising injury"; b. To any person or organization included as an insured under Paragraph 3. of Section II - Who Is An Insured; c. To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires; d. To any:
(1) Owners or other interests from whom land has been leased by you; or (2) Managers or lessors of premises, if:
(a) The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant in that premises;
(b) The "bodily injury", "property damage" or "personal and advertising injury" arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or
(c) The premises are excluded under this Coverage Part.

3. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section Ill - Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph F .1. above ( of this endorsement); or
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b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations.

G. Damage to Premises Rented or Occupied by You

1. The last paragraph under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following:

Exclusions c. through n. do not apply to damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Section Ill - Limits Of Insurance.

2. Paragraph 6. of Section Ill - Limits Of Insurance is 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 in the case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner.

H. Broadened Contractual Liability
The "insured contract" definition under the Definitions Section is replaced by the following:
"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 "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement;
c. Any easement or license agreement;
d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement;
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" arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
(2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities.

I. Definition - Specific Perils
The following definition is added to the Definitions Section:
"Specific perils" means:
a. Fire;
b. Lightning;
c. Explosion;
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d. Windstorm or hail;
e. Smoke;
f. Aircraft or vehicles;
g. Vandalism;
h. Weight of snow, ice or sleet;
i. Leakage from fire extinguishing equipment, including sprinklers; or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam.

J. Limited Contractual Liability Coverage - Personal and Advertising Injury

1. Exclusion e. of Section I - Coverage B - Personal And Advertising Injury Liability is replaced by the following:

2. Exclusions
This insurance does not apply to:
e. Contractual Liability
"Personal and advertising injury" for which the insured has assumed liability in a contract or agreement.

This exclusion does not apply to:
(1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if:
(a) The "personal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment;
(b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and (c) The "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement.

Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury" described in Paragraph (a) above, provided:
(i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same written contract or written agreement; and
(ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.

2. Paragraph 2.d. of Section I - Supplementary Payments - Coverages A and Bis replaced by the following:
d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee;

3. The following is added to the paragraph directly following Paragraph 2.f. of Section I - Supplementary Payments - Coverages A and B:

Notwithstanding the provisions of Paragraph 2.e.(2) of Section I - Coverage B - Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance.

K. Supplementary Payments
The following changes apply to Supplementary Payments - Coverages A and B:

Paragraphs 1.b. and 1.d. are replaced by the following:

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b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.

L. Broadened Property Damage

1. Property Damage to Contents of Premises Rented Short-Term The paragraph directly following Paragraph (6) in Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following:

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section Ill - Limits Of Insurance.

2. Elevator Property Damage
a. The following is added to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability:

Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy.
b. The following is added to Section Ill - Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 per "occurrence".

3. Property Damage to Borrowed Equipment
a. The following is added to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability:

Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow from others at a jobsite.
b. The following is added to Section Ill - Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to equipment you borrow from others is $25,000 per "occurrence".

M. Expected or Intended Injury or Damage
Exclusion a. of Section I - Coverage A- Bodily Injury And Property Damage Liability is replaced by the following:
a. Expected Or Intended Injury Or Damage
"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.

N. Definitions - Bodily Injury
The "bodily injury" definition under the Definitions Section is replaced by the following:
"Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease. 0 . Insured Status - Amateur Athletic Participants
Section II - Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for:
a. "Bodily injury" to:
(1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic activities; or
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(2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company) while participating in such amateur athletic activities; or b. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by:
(1) Your "employee", "volunteer worker" or any person you sponsor; or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company).

P. Non-Owned Aircraft, Auto and Watercraft
Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following:
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading".

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" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a charge;
(3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured;
(4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or
(6) "Bodily injury" or "property damage" arising out of:
(a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment".

Q. Definitions - Leased Worker, Temporary Worker and Labor Leasing Firm

1. The "leased worker" and "temporary worker" definitions under the Definitions Section are replaced by the following:
"Leased worker" means a person leased to you by a "labor leasing firm" under a written agreement between you and the "labor leasing firm", to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker".
"Temporary worker" means a person who is furnished to you to support or supplement your work force during "employee" absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or shortterm workload conditions. "Temporary worker" does not include a "leased worker".

2. The following definition is added to the Definitions Section:
"Labor leasing firm" means any person or organization who hires out workers to others, including any:
a. Employment agency, contractor or services;
b. Professional employer organization; or
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c. Temporary help service.

R. Definition - Mobile Equipment
Paragraph f. of the "mobile equipment" definition under the Definitions Section is replaced by the following:
f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not "mobile equipment" but will be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

S. Definitions - Your Product and Your Work
The "your product" and "your work" definitions under the Definitions Section are replaced by the following:
"Your product":
a. Means:
(1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. "Your work":
a. Means:
(1) Work, services or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your work"; and (2) The providing of or failure to provide warnings or instructions.

T. Priority Condition
The following paragraph is added to Section Ill - Limits Of Insurance:

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In the event a claim is made or "suit" is brought against more than one insured seeking damages because of "bodily injury" or "property damage" caused by the same "occurrence" or "personal and advertising injury" caused by the same offense, we will apply the Limits of Insurance in the following order:
(a) You;
(b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability company) or "employees"; and
(c) Any other insured in any order that we choose.

U. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV - Commercial General Liability Conditions:

Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II - Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge.

In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition.

You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim.

V. Other Insurance Condition
Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV - Commercial General Liability Conditions are replaced by the following:

4. Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured.

Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities.
b. Excesslnsurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether primary, excess, contingent or on any other basis:
(i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner;
(iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner;
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(iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; or
(v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to:

Equipment you borrow from others; or
Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis.

W. Unintentional Failure to Disclose All Hazards
Paragraph 6. Representations of Section IV - Commercial Geheral Liability Conditions is replaced by the following:

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations.

Coverage will continue to apply if you unintentionally:
a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy.

You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part.

X. Waiver c,f Right of Subrogation
Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV- Commercial General Liability Conditions is replaced by the following:

8. Transfer Of Rights Of Recovery Against Others To Us
a. If the insured has rights to recover all or part of any payment 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. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part.

The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest.

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Y. Liberalization Condition
The following condition is added to Section IV - Commercial General Liability Conditions:

Liberalization Clause
If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy.

All other terms and conditions of this policy remain unchanged.

Includes copyrighted material of Insurance Services Office, Inc., with its penmission.

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Coverage Extension Endorsement
~ ZURICH
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I. Prem Return Prem.

CPO-7 414 724-00 02/02/2020 12/04/2020 N/ A $ N/A $ N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

1. Broad Named Insured Amendment
Subsidiaries and Newly Acquired or Formed Organizations With regards to this endorsement, the words "you" and "your" refer to the Named Insured shown in the Declarations.

The Named Insured shown in the Declarations is amended to include:

A. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the policy. 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.

B. 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:

1. That is a partnership, joint venture or limited liability company;

2. That is an "insured" under any other policy;

3. That has exhausted its Limit of Insurance under any other policy; or

4. 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.

2. Amendment - Supplementary Payments
Paragraphs A.2.a.(2) and A.2.a.(4) of Section 11 - liability Coverage are replaced by the following:

2. Coverage Extensions
a. Supplementary Payments
In addition to the Limit of Insurance, we will pay for the "insured":
(2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.

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3. Fellow Employee
Paragraph B.5. Fellow Employee Exclusion of Section II - Liability Coverage does not apply if you have worker's compensation insurance in-force covering all of your "employees".

Coverage is excess over any other collectible insurance.

4. Lease Gap Coverage
Section Ill - Physical Damage Coverage is amended by the addition of the following :

In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less:

1. The amount paid under the Physical Damage Coverage Section of the policy; and

2. Any:
a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor;
d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and
e. Carry-over balances from previous loans or leases.

5. Physical Damage - Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section Ill - Physical Damage Coverage is replaced by the following:

4. Coverage Extensions
a. Transportation Expenses
We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss".

6. Airbag Coverage
The following is added to Paragraph B.3.a. of Section Ill - Physical Damage Coverage:

The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag.

7. Two or More Deductibles
The following is added to Paragraph D. Deductible of Section Ill - Physical Damage Coverage:

If an accident is covered both by this policy or coverage form and by another policy or coverage form issued to you by a Zurich Financial Services Group company, the following applies for each covered "auto" on a per vehicle basis:

A. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; B. 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.

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8. Amended Duties in the Event of Accident, Claim, Suit or Loss The requirement in A.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:

A. You, if you are an individual;
B. A partner, if you are a partnership;
C. A member, if you are a limited liability company; or D. An executive officer or insurance manager, if you are a corporation.

9. Unintentional Failure to Disclose Hazards
The following is added to Paragraph B. General Conditions of Section IV - Business Auto Conditions:

We will not deny coverage under this Coverage Form if you unintentionally:

A. Fail to disclose any hazards existing at the inception date of your policy; or B. Make an error, omission, or improper description of autos or other statement of information stated in this policy.

You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy.

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WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410B (Ed. 9-14)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA

BLANKET BASIS
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 ag reement from us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration . The minimum premium for this endorsement is $350.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

BLANKET WAIVER
Person/Organization
Job Description
All CA Operations

SCHEDULE
Blanket Waiver - Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

Waiver Premium
3196.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12/04/2019
Insured CSG Consultants, Inc.

Policy No. CSWC036787
Insurance Company Redwood Fire And Casualty Insurance
WC 99 0410B
{Ed. 9-14)
Endorsement No.

Premium$
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION-CERTIFICATE HOLDERS
(SPECIFIED DAYS)
The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. If possible, such copies of the notice will be mailed at least 30 days, except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent.

Schedule
Person(s) or Organization(s) including mailing address:

All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request.

This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy.

Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule.

All other terms and conditions of this policy remain unchanged.

Endorsement Number: 7
Policy Number: P MEP0008804
Named Insured: CSG Consultants, Inc.

This endorsement is effective on the inception date of this Policy unless otherwise stated herein:

Endorsement Effective Date: December 4 , 2019
00 ML0087 00 11 10 Page 1 of 1
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Construction Management Services
Final Audit Report 2020-10-22
Created: 2020-10-15
By: City of Cupertino ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAB6G7DiatZlfHaz0fJtpJAuFl9-mtPmWy "Construction Management Services" History
'El Document created by City of Cupertino ([email protected]) 2020-10-15 - 2:46:00 PM GMT- IP address: 35.229.54.2

12. Document emailed to Julia Kinst [email protected]) for approval 2020-10-15 - 2:51 :27 PM GMT
0"6 Document approved by Julia Kinst [email protected]) Approval Date: 2020-10-15 - 2:52:48 PM GMT - Time Source: server- IP address: 64.178.242.15

12. Document emailed to Araceli Alejandre ([email protected]) for approval 2020-10-15- 2:52:50 PM GMT
0o, Document approved by Araceli Alejandre ([email protected]) Approval Date: 2020-10-15 - 4:31 :09 PM GMT - Time Source: server- IP address: 73.170.27.253

12. Document emailed to Nourdinkhayata ([email protected]) for signature 2020-10-15 - 4:31 :12 PM GMT
'El Email viewed by Nourdinkhayata ([email protected]) 2020-10-15 - 4:54:15 PM GMT- IP address: 166.216.158.115 0o, Document e-signed by Nourdinkhayata ([email protected]) Signature Date: 2020-10-15 - 4:56:41 PM GMT - Time Source: server- IP address: 166.216.158.115

12. Document emailed to Heather M. Minner ([email protected]) for signature 2020-10-15- 4:56:44 PM GMT
'El Email viewed by Heather M. Minner ([email protected]) 2020-10-22 - 4:04:51 PM GMT- IP address: 181 .215.222.124 0i, Document e-signed by Heather M. Minner ([email protected]) Signature Date: 2020-10-22 - 4:05:29 PM GMT - Time Source: server- IP address: 52.39.49.65 I DOW!:REOSY
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~ IJ f'&ffTlt,J O
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'
!
IS?. Document emailed to Deborah L.Feng([email protected]) for signature 2020-10-22 - 4:05:31 PM GMT
'El Email viewed by Deborah L.Feng([email protected])
2020-10-22- 5:26:28 PM GMT- IP address: 104.47.45.254
~ Document e-signed by Deborah L.Feng([email protected]) Signature Date: 2020-10-22 - 5:26:52 PM GMT - Time Source: server- IP address: 73.170.107.104 IS?. Document emailed to Kirsten Squarcia ([email protected]) for signature 2020-10-22- 5:26:54 PM GMT
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0-c, Document e-signed by Kirsten Squarcia ([email protected]) Signature Date: 2020-10-22 - 5:29:42 PM GMT - Time Source: server- IP address: 148.64.105.190 0 Agreement completed.
2020-10-22 - 5:29:42 PM GMT
-a I POWEREDBY
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CIJP'CIITINQ
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CSG 2nd Amendment to Agreement 149-CAO
approved
Final Audit Report 2021-12-14
Created: 2021-12-10
By: Julia Kins! [email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAqhJWuXfbP3WZ5pFqPK3VzjZXH-h7koTk "CSG 2nd Amendment to Agreement 149-CAO approved" Histor y
~ Document created by Julia Kinst [email protected]) 2021 -12-10 - 6:56:53 PM GMT- IP address: 64.165.34.3
&0 Document approved by Julia Kinst [email protected]) Approval Date: 2021 -12-10 - 6:59:38 PM GMT - Time Source: server- IP address: 64.165.34.3 ~ Document emailed to Araceli Alejandre ([email protected]) for approval 2021-12-10 - 6:59:42 PM GMT
&0 Document approved by Araceli Alejandre ([email protected]) Approval Date: 2021-12-13 - 8:40:01 PM GMT - Time Source: server- IP address: 73.170.27.253 ~ Document emailed to Nourdin Khayata ([email protected]) for signature 2021-12-13 - 8:40:05 PM GMT
~ Email viewed by Nourdin Khayata ([email protected]) 2021 -12-14 - 0:28:56 AM GMT- IP address: 104.28.124.179 &0 Document e-signed by Nourdin Khayata ([email protected]) Signature Date: 2021-12-14 - 0:30:42 AM GMT - Time Source: server- IP address: 98.248.42.52 ~ Document emailed to Christopher D. Jensen ([email protected]) for signature 2021 -12-14 - 0:30:46 AM GMT
~ Email viewed by Christopher D. Jensen ([email protected]) 2021 -1 2-14 - 2:56:46 AM GMT- IP address: 104.47.73.126 &0 Document e-signed by Christopher D. Jensen ([email protected]) Signature Date: 2021 -12-14 - 2:58:27 AM GMT - Time Source: server- IP address: 136.24.42.212 I P()lffEREO BY
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~ Document e-signed by Kirsten Squarcia ([email protected]) Signature Date: 2021 -12-14 - 5:59:17 AM GMT - Time Source: server- IP address: 69.110.137.176 0 Agreement completed.
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CSG Amendment #3 for Construction
Management Services
Final Audit Report 2022-07-12
Created: 2022-07-12
By: City of Cupertino ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAwzl_zGhze6p0_c7UqMxtXmx1 B6oaE0Rm "CSG Amendment #3 for Construction Management Services" H istory
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g Document emailed to Julia Kinst [email protected]) for approval 2022-07-12 - 5:21 :27 PM GMT
0o, Document approved by Julia Kinst [email protected]) Approval Date: 2022-07-12 - 5:22:03 PM GMT - Time Source: server- IP address: 216.198.111 .214 g Document emailed to [email protected] for signature 2022-07-12- 5:22:07 PM GMT
~ Email viewed by [email protected]
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0o, Document e-signed by nourdinkhayata ([email protected]) Signature Date: 2022-07-12 - 6:02:45 PM GMT - Time Source: server- IP address: 96.95.197.225 0 Agreement completed.
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CITY OF CUPERTINO
Agenda Item
22-11135 Agenda Date: 7/19/2022
Agenda #: 22.

Subject: Consider a Master Agreement between the City of Cupertino and HF&H Consultants, LLC, to provide professional services for assisting with the negotiation of a new landfill agreement for the City's garbage, conducting a cost-based review of Recology's rates, conducting a performance evaluation of Recology, and conducting an audit of compostable materials.

Authorize the City Manager to approve a Master Agreement between the City of Cupertino and HF&H Consultants, LLC, in an amount not to exceed $350,000, for the term ending May 30, 2025.

CITY OF CUPERTINO Page 1 of 1 Printed on 7/14/2022
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1 CITY COUNCIL STAFF REPORT
Meeting: July 19, 2022
Subject
Consider a Master Agreement between the City of Cupertino and HF&H Consultants, LLC, to provide professional services for assisting with the negotiation of a new landfill agreement for the City’s garbage, conducting a cost-based review of Recology’s rates, conducting a performance evaluation of Recology, and conducting an audit of compostable materials.

Recommended Action
Authorize the City Manager to approve a Master Agreement between the City of Cupertino and HF&H Consultants, LLC, in an amount not-to-exceed $350,000, for the term ending May 30, 2025.

Background
Throughout the next three years, the City needs to complete several significant tasks related to the solid waste program where staff recommends drawing upon industry experts. These tasks include ensuring compliance with evolving State laws, conducting rate studies, and performing agreement compliance evaluations and auditing. On April 26, staff issued a Request for Proposals (RFP) for these services. Three companies submitted proposals and HF&H was selected as the most qualified firm to deliver the identified tasks.

Discussion
Upon approval, HF&H will be contracted to provide the following specific tasks:

Task 1: Assistance Securing Disposal Services
Waste deposited into garbage carts and bins in the City is collected by Recology trucks and driven directly to Newby Island Landfill for disposal through an agreement with International Disposal Corporation, a subsidiary of Republic Services. That agreement, which was established in 1989 and amended in 2002, expires November 20, 2023. The City needs to establish a new agreement to ensure a destination for collected garbage before that date. Several options exist, including extending or establishing a new agreement with 528
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2 International Disposal, or exploring opportunities for greater waste diversion from landfill. Those options could include routing some or all of Cupertino’s material through a sorting facility that could recover erroneously disposed recyclable and compostable materials before sending the residual waste on to a landfill. Routing disposed material through a material recovery facility for increased diversion is an action specified in the City’s Climate Action Plan 2.0, currently under development.

Task 2: Assistance with Year Four Cost-Based Hauler Rate Adjustment The City has a Franchise Agreement with Recology Cupertino for recyclable materials, organic materials, solid waste collection, recyclable materials and organic materials processing services, and transport for disposal. That Franchise Agreement went into effect February 1, 2021, and while the first three years of customer rates were set as part of the City Council approval process, the agreement requires a cost-based rate analysis ahead of rate year four. That process goes beyond the index-based adjustments specified for later rate years and instead evaluates all costs incurred by Recology to provide the required services.

Task 3: Assistance with Performance Review and Audit of Hauler The Recology Agreement allows two performance reviews during the 10-year term. A logical timeframe for performing the first review is in 2023, which would determine if Recology is providing the City the required level of service in all areas specified in the Franchise Agreement. Assistance with this task will result in a report with recommendations on any areas for improvement and provide support for ongoing monitoring.

Task 4: Residue Audits
The City’s Franchise Agreement with Recology includes collection of organics such as food scraps and food-soiled paper. To check compliance and progress toward meeting the State requirements and goals of Senate Bill (SB) 1383, staff recommends conducting residue audits at the transfer station to provide actual City-specific residue amounts.

Collected organic materials for composting are normally commingled at the transfer station with materials from other cities, making it difficult to see Cupertino-specific progress. This type of residue audit would be designed to provide information on Cupertino’s materials without the expense of a full waste characterization.

Sustainability Impact
CalRecycle reports that of the nearly 35 million tons of waste that reaches California’s landfills each year, approximately 80% could be recoverable. Though Cupertino is exceeding State mandates for waste diversion, the City’s continued efforts to accelerate zero waste targets recommended in the City’s Climate Action Plan align with Assembly Bill (AB) 32 goals and reflect those adopted by adjacent jurisdictions. Establishing a new agreement for disposal of materials to landfill and ensuring proper administration of the City’s Franchise Agreement with Recology will provide solid waste diversion that meets 529
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3 or exceeds State and City goals and requirements while maintaining a regionally competitive maximum rate structure for services provided by the franchisee.

Fiscal Impact
No fiscal impact, as these funds were approved by City Council on March 1, 2022, as part of the mid-year amendment to the Fiscal Year 21-22 Operating Budget under Budget Modification #2122‐189 for New Landfill Agreement and Solid Waste Consulting Services.

No additional budget appropriations are needed.
_____________________________________
Prepared by: Ursula Syrova, Environmental Programs Manager Reviewed by: Chad Mosley, Acting Director of Public Works Reviewed and Approved for Submission by: Dianne Thompson, Acting City Manager Attachments:

A – Draft Master Services Agreement with HF&H
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CITY OF
m MASTER PROFESSIONAL/SPECIALIZED SERVICES

AGREEMENT WITH HF&H CONSULT ANTS, LLC

CUPERTINO

1. PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and HF&H Consultants, LLC., ("Contractor") a Corporation for Solid Waste Consulting Services, and is effective on the last date signed below ("Effective Date").

2. SERVICES

2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19.

2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City's best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order.

3. TIME OF PERFORMANCE

3.1 Term. This Agreement begins on the Effective Date and ends on August 31, 2025 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy.

3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time.

3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request.

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4. COMPENSATION

4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $350,000.00 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount.

4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order.

4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval.

Noncompliance with this requirement 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, Master Professional/Specialized Services Agreement/ Rev. October 2021 alid..lfaste C.o.nsu/ting.,SeJ:Yices

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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 and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data.

7. OWNERSHIP OF MATERIALS

7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City.

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.

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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 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 oflaw 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 will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity.

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 Contractors ("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 Master Professional/Specialized Services Agreement/ Rev. October 2021 Solid Waste Consulting Services

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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 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 C, 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 1 720 and other labor laws.

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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 Contractor's employees or sub-contractors will not be tolerated.

Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision.

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 Ursula Syrova 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 Peter Deibler as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City's project manager about the status, progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City.

15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts thereof 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.

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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 California.

Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact.

18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs.

19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.

20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach.

21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.

22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate.

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23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement.

24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 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: Ursula Syrova
Email: [email protected]

27. EXECUTION
To Contractor:

HF&H Consultants, LLC.
201 N. Civic Drive, Suite 230
Walnut Creek, CA 94596
Attention: Peter Deibler
Email: [email protected]
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.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
[SIGNATURE PAGE TO FOLLOW]
Master Professional/Specialized Services Agreement/ Rev. October 2021 ;;------....,_,olid Wqsje Consulting Se~

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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CITY OF CUPERTINO
A Municipal Corporation
By __________ _
Name _________ _
Title ----------
Date _________ _
APPROVED AS TO FORM:

CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
Date _________ _
Solid Waste Consulting Services
HF&H CONSULTANTS, LLC.

By~
Name Rob Hilton
Title President
Date Jul 12, 2022
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EXHIBIT A- SCOPE OF SERVICES
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
procurements, MOU discussions with neighboring cities, and a range of negotiations. In recent years, Rob has served as an advisor and Danielle and Alison have assisted on many of these projects. In particular, Danielle is participating in cost-of-service modeling and annual contractor compensation reviews for Sunnyvale.

San Jose: Since 2008, Peter has managed multi-year MSA agreements with the city of San Jose, facilitating the process that resulted in the current contractual arrangements with Republic and GreenWaste for commercial collection and processing. He participated in residential collection and processing negotiations with four service providers and benchmarked the city's C&D program against other progressive local programs. Peter and Alison recently assisted the city with its SB 1383 ordinance, and Peter, Danielle, and Alison recently provided confidential technical support to the city's solid waste department and the city attorney's office.

Mountain View: Peter led a consulting team in developing a zero-waste plan, managed a sole source collection negotiation with Recology, and assisted the City in assessing operational and financial issues related to food scrap collection.

Milpitas: In 2013-2014, Rob and Peter conducted competitive collection and disposal procurements for the city of Milpitas.

SB 1383: HF&H has the most extensive SB 1383 knowledge and experience of any public-sector oriented consulting firm in California. Rob and Alison are part of HF&H's SB 1383 team and Peter has also been heavily engaged in SB 13983 planning and implementation. In 2019, HF&H prepared four Model SB 1383 Implementation Tools for CalRecycle, which were used by jurisdictions across the State to prepare compliance plans, compliant franchise agreements, new or revised ordinances, and develop strategies for reporting, recordkeeping, enforcement, and monitoring.

Performance Reviews: Peter leads HF&H's performance review practice, most recently completing reviews for Pleasanton and Sunnyvale (the second one). In the South Bay, he has also managed performance reviews for Mountain View and Palo Alto.

LABOR CATEGORIES AND RATE SCHEDULE
HF&H proposes the following billing rate schedule for the three-year qualification period. Specific hourly rates for the four core team members are: Rob Hilton - $325, Peter Deibler - $305, Danielle Derby - $215, and Alison Griffith - $215.

Position
Executive
Senior Project Manager
Project Manager
Senior Associate
Associate Analyst
Assistant Analyst
Administrative Staff
May 20, 2022 Page8
Rate
$310 - $325
$295 - $305
$250- $260
$215 - $230
$165 - $175
$140 - $155
$115 - $125
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PROPOSED SCOPE OF WORK AND BUDGET BY TASK
Task 1. Assistance Securing Disposal Services
Background
There are three disposal facilities in Santa Clara County: Republic's Newby Island and Waste Management's (WM) Kirby Canyon and Guadalupe Landfill. Of these, Newby Island and Kirby Canyon are the only viable options; Guadalupe is not accepting new municipal disposal contracts. GreenWaste Recovery and Waste Connections may offer to transfer MSW from San Jose for disposal in Monterey or Solano County, respectively, but with significant climate emissions and transportation cost impacts.

Newby Island also provides exclusive construction and demolition (C&D) processing services. Fortunately, there are a number of options for C&D processing in the South Bay. In approaching a new disposal contract, the City will encounter four significant challenges during the process: 1) generating competition given the limited options; 2) evaluating alternative solutions that may include disposal or mixed waste processing plus disposal; 3) benchmarking pricing in a high inflation environment; and 4) communicating the final recommendation to City Council.

Approach
HF&H proposes to assist the City in conducting a parallel negotiation with Republic and WM for future use of Newby Island or Kirby Canyon. We believe that a parallel negotiation will be simpler, shorter, and more productive than a competitive RFP process, while addressing the challenges identified above by generating immediate competition, providing the best available current market options and pricing, addressing City interest in MSW processing, and providing clear choices for the Council.

If the City is interested in MSW processing, HF&H recommends initiating discussions with Republic (Newby Island), GreenWaste Recovery (Charles Street in San Jose), and Sunnyvale (SMaRT Station). We can help the City assess the benefits and tradeoffs inherent in use of one of these privately- or publicly-owned options.

For C&D processing, HF&H recommends moving to a non-exclusive system in which generators have a choice of approved facilities, consistent with the Cupertino Municipal Code and State law. We recommend the City negotiate capacity at the nearby Zanker Road facility, which is among the best processors of C&D material in the country, as a guaranteed backstop for the City's generators but also to allow generators to use facilities that are on San Jose's certified C&D facility list. We will assist the City in negotiating a simple agreement that guarantees City generator access to capacity without addressing pricing.

HF&H recommends the City Council adopt a communication policy, such as the one used for the recent Recology negotiation. HF&H will assist the City in developing a process for evaluating the results of the negotiations and final Council approval of future services. The evaluation process should address cost factors, such as tip fees and transport cost, as well as qualitative factors, such as acceptance of the City's contract terms, tradeoffs in greenhouse emissions, and relative recovery rates from MSW processing. The Recology agreement has a process to adjust compensation for off-route costs to accommodate changes in facility location.

HF&H understands the City is seeking to or has already entered into a short extension with Republic.

Assuming this is the case, HF&H will develop a draft disposal agreement defining the City's needs and define MSW and C&D processing interests. A brief termsheet could be used to more rapidly initiate May 20, 2022 Page 9 HF&H Consultants, LLC
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discussion. In general, HF&H will refine our proposed approach, as necessary, following discussion with the City.

Deliverables
HF&H will assist the City in identifying and assessing options and approaches for disposal, MSW processing, and C&D processing. We will prepare a draft and final draft disposal agreement for use in a parallel negotiation and a termsheet summarizing MSW and processing needs, review proposals (including cost and non-cost factors), and assist in negotiating a new agreement(s) for disposition of materials.

Fee Estimate
The estimated fee for Task 1 is $125,000 - $150,000. Among the factors affecting cost:
• The degree of necessary coordination with other City departments and with outside counsel, if the City chooses to enlist such services.
• Whether the City Attorney's office or outside counsel determines that CEQA requires analysis of the impact of changes in transport.
• Recology cooperates with the City and HF&H during the review and audit process, providing timely and complete responses to information requests and data to support transport analysis, including CEQA-related transport analysis.
• The degree to which Zanker Road representatives cooperate in a timely manner in entering into an agreement with the City.
• The extent and nature of HF&H's assistance in supporting MSW processing discussions with Sunnyvale.

Task 2. Assistance with Rate Year Four Cost-Based Hauler Rate Adjustment Background
HF&H assisted the City in negotiating a ten-year rate plan with Recology that would balance the need to smooth rate increases by providing Recology a reasonable level of profit. Recology agreed to take losses in Rate Years One through Three, anticipating full recovery of costs in Rate Period Four and onward. The RY4 Cost-Based adjustment has the goal, within specified parameters, offully compensating Recology for allowable costs. Final compensation will, at City discretion, be funded through rate revenues and use of reserves from the City's Resource Recovery Enterprise Fund.

Task 2 is an atypical cost-based review due to the variety of policy issues that factored into determining Recology's compensation and customer rates under the new agreement, including in part, Recology's shortfalls under the previous agreement, City fee revenue requirements, the City's reserve balances, and gradual changes to the rate structure. While the agreement delineates the review process and provides protections for both parties there are important discretionary policy issues for City consideration, especially if Recology is not meeting its requirements. Thus, as discussed below for Task 3 Assistance with Performance Review and Audit of Hauler During RY4, HF&H recommends coordinating the work for Task 2 and Task 3 such that the results from Task 3 inform the final Task 2 results.

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Approach
The agreement requires Recology to submit the Application on or before August 1, 2023. HF&H recommends that the City, HF&H, and Recology meet in May 2022, following submittal of Recology's financial statement, but well in advance of Recology's RY4 application submittal. The purpose of this meeting is to discuss agreement language regarding the approach and schedule for the review, remind Recology staff, as necessary, of the context of the review, discuss any related issues that the City or Recology wishes to address in the process, and to discuss coordination of the review with the conduct of Task 3 Performance Review and Audit. Meeting relatively early with Recology gives the City and HF&H the opportunity to hear and, if necessary, to resist any Recology effort to use the submittal to expand the review scope to increase compensation.

HF&H will review the submitted application for mathematical accuracy and logical consistency, confirming it follows the methodology specified in Exhibit E2 of the Franchise Agreement. The review will focus on vehicle capital expenditures, specific SB 1383 expenses including required added staff positions, forecasting of allowable costs based on predetermined indices and calculations subject to a five percent cap, and recalculation of franchise fees and City reimbursements.

Once HF&H has developed draft results, we will share them with the City and begin discussion of how best to allocate rate increases to customer classes and whether it will be desirable to again use reserves to smooth rates. HF&H will also discuss with the City whether there is interest in establishing a Vehicle Street Maintenance Fee. In 2020, at the City's request, HF&H conducted a cost nexus analysis to support such a fee, should the City wish to add it.

Deliverables
Draft, final draft, and final memo reports addressing our findings including reasonableness and comparison to industry standards. Supporting documents and data will be made available to the City upon request.

Fee Estimate
The estimated fee for Task 2 is $75,000 - $90,000. The cost range assumes:
• Coordination of Task 2 with the Task 3 Performance Review and Audit work provides timing, scope, and cost efficiencies for both Tasks 2 and 3.
• Recology cooperates with the City and HF&H during the review and audit process, including providing timely and complete responses to information requests.
• Recology's financial and operational performance during Rate Years One through Three and the City's existing approach to rate smoothing do not change, such that substantial revisions to the confidential model and ten-year plan are required to develop new projections. As a result, the City will not need significant HF&H assistance to reanalyze the use of City fees or reserves to meet funding needs, and it will not be necessary to remodel rate scenarios to not only address cost of service by customer class but also by container type within each customer class.

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Task 3. Assistance with Performance Review and Audit of Hauler During RY4 Background
Section 6.3 of the agreement allows the City to conduct two performance reviews and detailed financial audits, at the City's discretion, at any point during the term. The City chose to negotiate a new sole-source agreement with Recology, and it is our understanding that Recology's overall performance has been good.

The cost of performance reviews range widely depending on the number of issues and the level of detail at which each issue is reviewed. HF&H's recent financial audits of Recology did not identify any substantive issues or concerns. For the reasons above, HF&H recommends a targeted approach to both the performance review and audit that minimizes cost and maximizes value. HF&H believes that these goals can best be met by beginning the Task 3 Performance Review and Audit prior to or in tandem with the Task 2 work. This will ensure that the results of the Task 2 work are informed by the findings of Task 3, avoiding a situation in which the City approves a RY4 adjustment - effectively the new baseline for the next several years of compensation - and subsequently identifies performance or financial issues that might have led to a lower RY4 adjustment.

Approach
HF&H recommends that the City and HF&H meet in late 2022 to discuss the timing and the goals for the Performance Review and the Audit. Depending on the City's decision on timing, the City and HF&H will either meet with Recology prior to the May 2023 Task 2 meeting to discuss the Performance Review and Audit, or will discuss them with Recology at the May meeting.

Performance Review
Based on discussion with the City, HF&H will provide a detailed scope for addressing issues in up to four broad areas of performance, such as SB 1383 program compliance (including contamination monitoring), customer service, education and outreach, record keeping and reporting, and other contractual requirements. HF&H will share the scope of work with and transmit a request for information (RFI) to Recology. HF&H will review the responses and request any necessary clarification from Recology. HF&H may suggest the City consider modifications in the focus of the Performance Review, should the RFI response indicate benefit in doing so.

HF&H will assess the information provided by Recology against the requirements of the agreement. For example, if the City identified recordkeeping and reporting as an area of focus, HF&H might review submitted reports for the past 12 months for compliance and completeness with Exhibit D Reporting Requirements.

HF&H will be available to assist the City in monitoring Recology's continued compliance or improvement based on the results of the Performance Review. Based on the findings and after consultation with the City, HF&H will recommend steps that Recology and the City can take over-time to ensure needed improvements are achieved. As budget allows, HF&H will provide the City with direct assistance in monitoring Recology progress.

Audit
HF&H recommends that the Audit focus on City fee remittances (CF Audit) and review of key expenditures.

HF&H's 2020 Recology audit found that Recology was properly calculating and remitting City Fees in accordance with the prior agreement. The methodology for calculation and remittance of the City Fees is May 20, 2022 Page 12 HF&H Consultants, LLC
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the same in the new agreement and we do not anticipate a significant variance in the results. Thus, we propose that we audit the past 24 months of City Fee remittances to ensure compliance. For the key expenditures review, HF&H will assess whether Recology's larger, funded expenditures, such as capital purchases and new staff hires, have in fact been incurred. HF&H will communicate with the City and Recology regarding the specific objectives of the City Fee audit and the key expenditures review, and send a request for information (RFI) to Recology listing the required documentation and review submittals for mathematical accuracy to confirm compliance with the agreement.

As an alternative to, or possibly an addition to the CF Audit, HF&H suggests that the City consider conducting a billing audit to review the revenue generated from customer billings in order to assess the reasonableness and accuracy of the gross rate revenue, as reported by Recology. A billing audit entails review of the current customer subscription data and calculation of actual revenues based on thencurrent rates followed by testing a limited sample of commercial and residential customer accounts to verify the rates match the current approved rate schedule.

Deliverables
Performance Review
Draft, final draft, and final memos addressing our findings, including reasonableness and comparison to industry standards, and recommendations on any areas for improvement. Recology will have the opportunity to review the findings and recommendations before they are finalized. Supporting documents and data will be made available to the City upon request. HF&H will assist the City in developing a monitoring process and will be available to assist with monitoring Recology's progress towards making needed improvements, as described above.

Audit
Draft, final draft, and final memos addressing our findings including reasonableness and comparison to industry standards, and recommendations on any areas for improvement. Supporting documents and data will be made available to the City upon request.

Fee Estimate
The estimated fee for Task 3 is $60,000 ($50,000 for the Performance Review and $10,000 for the Audit).

The cost range assumes:
• Coordination of Task 3 with the Task 2 Cost-Based Review work provides timing, scope, and cost efficiencies for both tasks.
• Recology cooperates with the City and HF&H during the review and audit process, including providing timely and complete responses to information requests.

Task 4. Residue Audits
Background
Achieving the organics disposal reduction goals of SB 1383 requires that organic material be properly sorted and processed into beneficial recovered product. Waste characterizations can play an important role in this process, but often cost hundreds of thousands of dollars. HF&H proposes to work with the City to create a targeted methodology(ies) that provides the maximum value at minimized cost.

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SB 1383 requires that jurisdictions conduct contamination monitoring (through route reviews or waste evaluations) and requires certain facilities to conduct evaluations of post-processing residue and recovery efficiency. The City's new franchise agreement delegates these responsibilities to Recology, which is now compensated for services related to contamination monitoring and compliance with facility contamination sampling as follows:
• Section 4.2.C - Recology is required to actively work with the Organic Materials Processing Facility over the term to ensure that contamination of organic materials delivered to the Processing Facility remains below the limits established by applicable law, including SB 1383. • Section 4.2.D - Recology is required to ensure that the organics processing facility and transfer facility comply with SB 1383 incompatible materials limits and sampling requirements. • Section 4.13.1- Recology is required to conduct annual SB 1383 contamination route monitoring. • Exhibit B.4, Section 7 - Recology is required to cooperate with and assist the City with waste characterization studies "at no additional compensation, provided such assistance does not interfere with Contractor's operations and is at no or de minimis cost to Contractor. Such assistance shall include allowing the City and its agents to perform generation and characterization studies at the Approved Transfer Facility at no additional compensation ... Contractor shall work with the City's agents to provide a waste characterization plan for the City's approval that details methods, proposes material types to study, dates and times of studies, and number of sites to study in each sector." Approach
HF&H will work with the City, as provided in the SOQ question responses, to conduct sorts of "Cupertino material before it gets commingled and leaves the Recology transfer station to see how much noncompostable material is included and how that compares with the facility-level diversion rates." Targeted sorts of collected material can help the City identify the most common contaminants, determine if certain sectors or routes have chronic contamination, and determine how City and Recology outreach efforts can best be targeted, etc. HF&H also wants to ensure that sorts expand on, rather than duplicate, the services Recology is already compensated to perform, and will seek to minimize City cost by enlisting Recology assistance as required in Exhibit B-4.

HF&H staff will conduct an initial design meeting with City staff to further understand the City's priorities and determine the metrics to be measured, followed by discussion with Recology of what assistance they will provide. Example key questions that will shape project schedule and costs include:
• What information is the City looking to gain and what studies will be necessary to capture this information? Sort methodology(ies) need to align with specific goals for the sort, including the types of studies and how each is designed. While factors mentioned below, such as how the number of samples will impact costs, the study design process is in itself one of the more significant costs. For example, should certain sectors (e.g., single-family or multi-family) be the focus or should all sectors be included? Should specific routes or portions of routes be targeted to measure changes in contamination over time, based on Recology's contamination monitoring? HF&H will help the City consider the interaction between Recology's route reviews and the City's sampling process. The City may wish to verify Recology's results or to select different samples in order to get information not covered in the route audits.
• How important is statistical significance? Providing for statistically significant results requires sorting more samples at greater cost. Given the large capital investment involved, facility and collection May 20, 2022 Page 14 HF&H Consultants, LLC
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program development benefit from statistically significant results. But larger margins of error are more acceptable if the goal is to measure relative amounts of different types of contamination, relative changes in contamination in specific areas of the City over-time, and to target education efforts. While more precision has its benefits, the City should weigh the extent to which increased sampling and associated cost achieves City goals.
• How many studies should be conducted and how frequently? For example, the City could conduct a full one-day study or multiple studies over an extended period of time. One study would be more operationally efficient and cost-effective, but less representative of fluctuations over time. In general, HF&H recommends use of several smaller repeats of targeted sorts that allow for assessing change overtime.
• How will Recology assist? Recology is required, if requested to provide a waste characterization plan for the City's approval, and to assist with the City with waste characterization studies. HF&H will assist the City in determining whether, and in what form, to take advantage of Recology assistance during the design process. HF&H assumes Recology will cooperate with the study, as required by the franchise agreement, including providing one piece of heavy equipment and a licensed operator. • What communication and workflow processes will be needed for the project? Factors such as the number of meetings, whether meetings are virtual or in person, the number of review cycles of work products, and the number of City staff needing to review work products will impact study timing and cost.

Based on City direction regarding the above issues, HF&H will design and manage the sort(s) based on the agreed methodology(ies). HF&H will obtain and manage a qualified sort crew, as necessary, to augment HF&H staff, drawing on sources, such as the Conservation Corps and the San Jose State waste management program, supplemented by industry networks and temporary staffing firms. As HF&H's lead staff, Alison and Danielle are experienced in conducting waste characterizations and will supervise daily operations of the crew.

HF&H will document and analyze the results of the sort(s) and will compare the results to available Recology data from Recology's contamination route reviews and required State facility reporting.

Deliverables:
• Documented methodology(ies).
• Waste characterization results, with raw data available upon request. • Brief report containing a summary of the sort methodology, characterization and contamination analysis, and summary of findings and recommendations.

Fee Estimate
Our estimated fee for Task 4 is $25,000 to $50,000, depending on the factors discussed above, including the study design and resulting number of samples, the range of types of required methodologies, and the number of sorts.

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CITY OF CUPERTINO

MASTER AGREEMENT CONSULT ANT SERVICES
SERVICE ORDER NO.

MASTER AGREEMENT#: MA Date:

Maximum Compensation: MA End Date:

Consultant: Firm Name:

Address:

Contact: Ph:

Email Address:

Project Name:

Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation
City Project Management
Managing Department: Public Works Project Manager:

Fiscal/Budget :

Master Agreement Maximum Compensation:

Exhibit B
----------- Tot al Previously Encumbered to Date: ----------- Enc umbra n c e this Service Order:

Master Agreement Unencumbered Balance:
-----------
SO Acc't#: PO#:

Project#: Date:

Approvals:

Consultant: Date:

CIP Manager: Date: ---------------- Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date:

Management Analyst
City of Cupertino Master Agreement Service Order
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I
I
I

EXHIBIT C
Insurance Requirements
Professional/Specialized Services Agreement
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 and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

I. Commercial General Liability (CGL ): Insurance Services Office ("ISO") Form CG 0001 covering CGL on an "occurrence" basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and 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 (ISO CG 25 03 or 25 04) or it 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 noncontributory," 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. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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 if Contractor provides written verification it has no employees).

4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable).

If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor.

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 +;-----+---.,.,. 1-u·=m=:i""snecl":""EITdors-ement of COL coverage shall be-arle,rsr a broad as-ISO-Form-C 20 10 H 8"5--odf-not - -- Insurance Requirements f or Professional/Specialized Services Version: Sept. 2019 Agreement
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available, through the addition of both CG 20 l 0, 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.

Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best's financial strength rating of "A" or better and a financial size rating of "VII" or better.

Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the Effective Date of the Contract.

2. Insurance must be maintained for at least five ( 5) years after completion of the Services.

3. 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 Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services.

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 duringthe 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.

Insurance Requirements/or Professional/Specialized Services Version: Sept. 2019 Agreement
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ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 06/28/2022
,,,---,
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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER ~~:i~cT Holly Alessi
Newfront Insurance Services, LLC P~9N.7_ E•tl· (415) 754-3635 Ir.ti~ Nol:
450 Sansome Street ~oMl~~ss: [email protected]
Suite 300 INSURER!Sl AFFORDING COVERAGE NAIC#
San Francisco CA 94111 INSURER A: Citizens Ins Co of America 31534 INSURED INSURER B: Hartford Casualty Ins Co 29424
HF&H Consultants, LLC INSURER C: Gemini Insurance Company 10833 INSURER D: Hudson Excess Insurance Co 14484
590 Ygnacio Valley Rd. Suite 105 INSURER E: Walnut Creek CA 94596 INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR TYPE OF INSURANCE ADDL SUBR LTR r~~rJ%~1 r~~rJ%~1 ,.,~n <An,n POLICY NUMBER LIMITS ~
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 D CLAIMS-MAOE [8J OCCUR OAMAGE TO RENTED ~ PREMISES (Ea occurrence) $ 1,000,000
~
MED EXP (Any one person) $ 10,000
A ~ X X OBF-D681476-04 09/06/2021 09/06/2022 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ POLICY JECT PRO- DLoc PRODUCTS 3,000,000 - COMP/OP AGG $ OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident) - ANY AUTO BODILY INJURY (Per person) $ - ALL OWNED - SCHEDULED A AUTOS AUTOS OBF-D681476-04 09/06/2021 09/06/2022 BODILY INJURY (Per accident) $ - - NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS /Per accident) $ - - $ X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 3,000,000 -
A EXCESS LIAB CLAIMS-MADE X X OBF-D681476-04 09/06/2021 09/06/2022 AGGREGATE $ 3,000,000 DED I I RETENTION$ $
WORKERS COMPENSATION XI ~ffTUTE I 10TH- AND EMPLOYERS' LIABILITY ER Y/N

B ANYPROPRIETOR/PARTNER/EXECUTIVE
□ N/A X E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 57WECZR5765 09/06/2021 09/06/2022 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE 1,000,000 - POLICY LIMIT $ C Errors and Omissions VNPL008121 09/06/2021 09/06/2022 Each claim: $2,000,000
General aggregate: $2,000,000 Claims-made Deductible: $10.000 DESCRIPTION OF OPERATIONS /LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule. may be attached if more space is required) (Insurer D) - Cyber Liability - CYB-3015118-00 - (03/31/2021 - 09/06/2022) - Each Claim: $1 ,000,000.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is included as an additional insured as required by a written contract with respect to General Liability. Coverage is Primary and Non-Contributory. Waiver of subrogation applies in favor of the certificate holder with respect to General Liability and Workers Compensation. Umbrella Follows Form. Notice of Cancellation form #IL 00 17 11 98 applies with respect to the General Liability policy.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
10300 Torre Ave 1'? I
Cupertino CA 95014 ~~,.__
© 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 552
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM
SUMMARY OF COVERAGES Limits Page

1. Additional Insured by Contract, Agreement or Permit Included 1

2. Additional Insured - Broad Form Vendors Included 2

3. Alienated Premises Included 3

4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators

5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3

6. Personal and Advertising Injury - Broad Form Included 4

7. Product Recall Expense Included 4
Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5

8. Unintentional Failure to Disclose Hazards Included 6

9. Unintentional Failure to Notify Included 6
This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below.

The following changes are made to SECTION II -
LIABILITY:

1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II - LIABILITY, C. Who Is An Insured:

Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written
agreement or permit to add such person or
organization as an additional insured on
your policy 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 your acts or omissions, or the acts
or omissions of those acting on your behalf,
but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or
occupy; or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
(3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bod ily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
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c. This provision does not apply:
(1) Unless the written contract or written
agreement was executed or permit was
issued prior to the "bodily injury",
"property damage", or "personal injury
and advertising injury".
(2) To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(3) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property 2.
damage", "personal and advertising
injury" arises out of sole negligence
of the lessor.
(4) To any:
(a) Owners or other interests from whom
land has been leased if the
"occurrence" takes place or the
offense is committed after the lease
for the land expires; or
(b) Managers or lessors of premises if:
(i) The "occurrence" takes place or
the offense is committed after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury", "property
damage", "personal injury" or
"advertising injury" arises out of
structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessor.
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional 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 failure to render any
professional services by or for you.
d. With respect to the insurance afforded to
these additional insureds, the following is
added to SECTION II - LIABILITY, D. Liability
and Medical Expense Limits of Insurance :
~
~\'\ Hanover
Insurance Group ..

OBF D681476 5701751
The most we will pay on behalf of the
additional insured for a covered claim is the
lesser of the amount of insurance:

1. Required by the contract, agreement or
permit described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations
e. All other insuring agreements, exclusions, and conditions of the policy apply.

Additional Insured - Broad Form Vendors
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured - Broad Form Vendors
a. Any person or organization that is a vendor
with whom you agreed in a written contract
or written agreement to include as an
additional insured under this Coverage Part
is an insured, but only with respect to liability
for "bodily injury" or "property damage"
arising out of "your products" which are
distributed or sold in the regular course of
the vendor's business.
b. The insurance afforded to such vendor
described above:
(1) Only applies to the extent permitted by
law;
(2) Will not be broader than the insurance
which you are required by the contract or
agreement to provide for such vendor;
(3) Will not be broader than coverage
provided to any other insured; and
(4) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto
c. With respect to insurance afforded to such
vendors, the following additional exclusions
apply:

The insurance afforded to the vendor does
not apply to:
(1) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reasons of the assumption of
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;
(2) Any express warranty unauthorized by
you;
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(3) Any physical or chemical change in the
product made intentionally by the
vendor;
(4) Repackaging, unless unpacked solely for
the purpose of inspection, demonstration, testing , or the substitution of parts under instruction
from the manufacturer, and then
repackaged in the original container;
(5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3.
undertakes to make in the usual course
of business in connection with the sale
of the product;
(6) Demonstration, installation, servicing or
repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
(7) Products which, after distribution or sale
by you, have been labeled or relabeled
or used as a container, part or 4.
ingredient of any other thing or
substance by or for the vendor;
(8) "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:
(a) The exceptions contained within the
exclusion in subparagraphs (4) or (6)
above; or
(b) 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.
(9) "Bodily injury" or "property damage"
arising out of an "occurrence" that took
place before you have signed the
contract or agreement with the vendor.
(10)To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(11)Any insured person or organization,
from whom you have acquired such
products, or any ingredient, part or
container, entering into, accompanying 5.
or containing such products.
d. With respect to the insurance afforded to
these vendors, the following is added to
SECTION II - LIABILITY, D. Liability and
Medical Expense Limits of Insurance:

The most we will pay on behalf of the vendor
for a covered claim is the lesser of the
amount of insurance:

1. Required by the contract or agreement
described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

Alienated Premises
SECTION II - LIABILITY, B. Exclusions, 1.

Applicable To Business Liability Coverage k.

Damage to Property, paragraph (2) is 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 transferred or abandoned.

Broad Form Property Damage - Borrowed
Equipment, Customers Goods, Use of Elevators
a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to
Property:

Paragraph (4) does not apply to "property
damage" to borrowed equipment while at a
jobsite and not being used to perform
operations.

Paragraph (3), (4) and (6) do not apply to
"property damage" to "customers goods"
while on your premises nor to the use of
elevators.
b. For the purposes of this endorsement, the
following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions:

1. "Customers goods" means property of
your customer on your premises for the
purpose of being:
a. Worked on; or
b. Used in your manufacturing process.
c. The insurance afforded under this provision is
excess over any other valid and collectible
property insurance (including deductible)
available to the insured whether primary,
excess, contingent or on any other basis.

Incidental Malpractice - Employed Nurses, EMT's
and Paramedics
SECTION II - LIABILITY, C. Who Is An Insured,
paragraph 2.a.(1){d) does not apply to a nu rse,
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POLICY NUMBER: OBF-O681476-04
emergency medical technician or paramedic
employed by you if you are not engaged in the
business or occupation of providing medical,
paramedical, surgical, dental, x-ray or nursing
services.

6. Personal Injury - Broad Form
a. SECTION II - LIABILITY, B. Exclusions, 2.

Additional Exclusions Applicable only to
"Personal and Advertising Injury", paragraph
e. is deleted.
b. SECTION II - LIABILITY, F. Liability and
Medical Expenses Definitions, 14. "Personal
and advertising injury", paragraph b. is
replaced by the following:
b. Malicious prosecution or abuse of
process.
c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and
advertising injury":
"Discrimination" (unless insurance thereof is
prohibited by law) that results in injury to the
feelings or reputation of a natural person,
but only if such "discrimination" is:
(1) Not done intentionally by or at the
direction of:
(a) The insured;
(b) Any officer of the corporation,
director, stockholder, partner or
member of the insured; and
(2) Not directly or indirectly related to an
"employee", not to the employment, prospective employment or termination of any person or persons by an insured.
d. For purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:

1. "Discrimination" means the unlawful
treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination"
does not include the unlawful treatment
of individuals based upon developmental,
physical, cognitive, mental, sensory or
emotional impairment or any
combination of these.
e. This coverage does not apply if liability
coverage for "personal and advertising
injury" is excluded either by the provisions of
the Coverage Form or any endorsement
thereto.

7. Product Recall Expense
a. SECTION II - LIABILITY, B. Exclusions, 1.

Applicable To Business Liability Coverage,
~
!&~Hanover
lnsurance Group ..

OBFD681476 5701751
o. Recall of Products, Work or Impaired
Property is replaced by the following:
o. Recall of Products, Work or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for
the loss of use, withdrawal, recall,
inspection, repair, replacement, adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
If such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does
not apply to "product recall expenses"
that you incur for the "covered recall" of
"your product".

However, the exception to the exclusion
does not apply to "product recall
expenses" resulting from:
(4) Failure of any products to accomplish
their intended purpose;
(5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any
cost incurred to regain customer
approval;
(7) Redistribution or replacement of
"your product" which has been
recalled by like products or
substitutes;
(8) Caprice or whim of the insured;
(9) A condition likely to cause loss of
which any insured knew or had
reason to know at the inception of
this insurance;
(10)Asbestos, including loss, damage or
clean up resulting from asbestos or
asbestos containing materials; or
(11)Recall of "your products" that have
no known or suspected defect solely
because a known or suspected
defect in another of "your products"
has been found.
b. The following is added to SECTION II -
LIABILITY, C. Who Is An Insured, paragraph

3.b.:
"Product recall expense" arising out of any
withdrawal or recall that occurred before you
acquired or formed the organization.
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POLICY NUMBER: OBF-D681476-04
c. The following is added to SECTION II -
LIABILITY, D. Liability and Medical Expenses
Limits of Insurance:

Product Recall Expense Limits of Insurance
a. The Limits of Insurance shown in the
SUMMARY OF COVERAGES of this
endorsement and the rules stated below
fix the most that we will pay under this
Product Recall Expense Coverage
regardless of the number of:
(1) Insureds;
(2) "Covered Recalls" initiated; or
(3) Number of "your products"
withdrawn.
b. The Product Recall Expense Aggregate
Limit is the most that we will reimburse
you for the sum of all "product recall
expenses" incurred for all "covered
recalls" initiated during the policy period.
c. The Product Recall Each Occurrence
Limit is the most we will pay in
connection with any one defect or
deficiency.
d. All "product recall expenses" in
connection with substantially the same
general harmful condition will be
deemed to arise out of the same defect
or deficiency and considered one
"occurrence".
e. Any amount reimbursed for "product
recall expenses" in connection with any
one "occurrence" will reduce the amount
of the Product Recall Expense Aggregate
Limit available for reimbursement of
"product recall expenses" in connection
with any other defect or deficiency.
f. If the Product Recall Expense Aggregate
Limit has been reduced by
reimbursement of "product recall
expenses" to an amount that is less than
the Product Recall Expense Each
Occurrence Limit, the remaining
Aggregate Limit is the most that will be
available for reimbursement of "product
recall expenses" in connection with any
other defect or deficiency.
g. Product Recall Deductible
We will only pay for the amount of
"product recall expenses" which are in
excess of the $500 Product Recall
Deductible. The Product Recall
Deductible applies separately to each
"covered recall". The limits of insurance
will not be reduced by the amount of this
deductible.

We may, or will if required by law, pay all
or any part of any deductible amount, if
applicable. Upon notice of our payment
of a deductible amount, you shall
promptly reimburse us for the part of the
deductible amount we paid.

The Product Recall Expense Limits of
Insurance apply separately to each
consecutive annual period and to any
remaining period of less than 12 months,
starting with the beginning of the policy
period shown in the Declarations, unless the
policy period is extended after issuance for
an additional period of less than 12 months.

In that case, the additional period will be
deemed part of the last preceding period for
the purposes of determining the Limits of
Insurance.
d. The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expense
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:

You must see to it that the following are
done in the event of an actual or anticipated
"covered recall" that may result in "product
recall expense":
(1) Give us prompt notice of any discovery
or notification that "your product" must
be withdrawn or recalled. Include a
description of "your product" and the
reason for the withdrawal or recall;
(2) Cease any further release, shipment,
consignment or any other method of
distribution of like or similar products
until it has been determined that all
such products are free from defects that
could be a cause of loss under this
insurance.
e. For the purposs of this endorsement, the
following definitions are added to SECTION
II - LIABILITY, F. Liability and Medical
Expenses Definitions:

1. "Covered recall" means a recall made
necessary because you or a government
body has determined that a known or
suspected defect, deficiency,
inadequacy, or dangerous condition in
"your product" has resulted or will result
in "bodily injury" or "property damage".

2. "Product recall expense(s)" means:
a. Necessary and reasonable expenses
for:
(1) Communications, including radio
or television announcements or
printed advertisements including
stationary, envelopes and
postage;
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POLICY NUMBER: OBF-O681476-04
f.
(2) Shipping the recalled products
from any purchaser, distributor or
user to the place or places
designated by you;
(3) Remuneration paid to your
regular "employees" for
necessary overtime;
(4) Hiring additional persons, other
than your regular "employees";
(5) Expenses incurred by "employees" 8·
including transportation and
accommodations;
(6) Expenses to rent additional
warehouse or storage space;
(7) Disposal of "your product", but
only to the extent that specific
methods of destruction other than
those employed for trash
discarding or disposal are 9.
required to avoid "bodily injury"
or "property damage" as a result
of such disposal,
you incur exclusively for the purpose
of recalling "your product"; and
b. Your lost profit resulting from such
"covered recall".

This Product Recall Expense Coverage does
not apply:
~
~~Hanover
Insurance Group ..

OBF D681476 5701751
(1) If the "products - completed operations
hazard" is excluded from coverage under
this Coverage Part including any
endorsement thereto; or
(2) To "product recall expense" arising out of
any of "your products" that are otherwise
excluded from coverage under this
Coverage Part including endorsements
thereto.

Unintentional Failure to Disclose Hazards
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions:

Representations
We will not disclaim coverage under this
Coverage Part if you fai l to disclose all hazards
existing as of the inception date of the policy
provided such failure is not intentional.

Unintentional Failure to Notify
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:

Your rights afforded under this Coverage Part
shall not be prejudiced if you fail to give us
notice of an "occurrence", offense, claim or "suit",
solely due to your reasonable and documented
belief that the "bodily injury". "property damage"
or "personal and advertising injury" is not
covered under this Policy.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permis~ -- Page 6 of 6 558
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1. SECTION -I - PROPERTY, if two or more of
this coverage part's coverages apply to
the same loss or damage, we will not pay
more than the actual amount of the loss or
damage.

2. SECTION II - LIABILITY, it is our stated
intent that the various Coverage Parts,
forms, endorsements or policies issued to
the named insured by us, or any company
affiliated with us, do not provide any
duplication or overlap of coverage for the
same claim "suit" "occurrence" offense
accident, "V:,rongfu'1 act" or loss'. We wili
not pay more than the actual amount of
the loss or damage.

If this Coverage Part and any other
Coverage Part, form, endorsement or
policy issued to the named insured by us,
or any company affiliated with us, apply to
the same claim, "suit", occurrence,
offense, accident, "wrongful act" or loss,
the maximum Limit of Insurance under all
such Coverage Parts, forms,
endorsements or policies combined shall
not exceed the highest applicable Limit of
Insurance under any one Coverage Part,
form, endorsement or policy.

This condition does not apply to any
Excess or Umbrella Policy issued by us
specifically to apply as excess insurance
over this policy.

G. Liberalization
If we adopt any revision that would broaden
the coverage under this policy without
additional premium within 45 days prior to or
during the policy period, the broadened
coverage will immediately apply to this policy.

H. Otherlnsurance

1. SECTION I - PROPERTY
If there is other insurance covering the
same loss or damage, we will pay only for
the amount of covered loss or damage in
excess of the amount due from that other
insurance, whether you can collect on it or
not. But, we will not pay more than the
applicable Limit of Insurance of SECTION I
-PROPERTY.

2. SECTION II - LIABILITY
If other valid and collectible insurance is
available to the insured for a loss we
cover under SECTION II - LIABILITY, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when
paragraph b. below applies. If this
insurance is primary, our obligations
are not affected unless any of the
other insurance is also primary. Then,
we will share with all that other
insurance by the method described in
paragraph c. below.
~
!&~Hanover
lnsurance Group .. ("\Qt: nt=:lHA7C:: l::7f'\17i::1 '-''-'1 LJVVl""TIV ,JI V 11-..JI However, if you agree in a written
contract, written agreement, or
written permit that the insurance
provided to any person or
organization included as an
Additional Insured under this
Coverage Part is primary and
non-contributory, we will not seek
contribution from any other
insurance available to that Additional
Insured which covers the Additional
Insured as a Named Insured except:
(1) For the sole negligence of the
Additional Insured; or
(2) When the Additional Insured is
an Additional Insured under
another liability policy.
b. Excess Insurance
This insurance is excess over:
(1) Any of the other insurance,
whether primary, excess,
contingent or on any other basis:
(a) That is Fire, Extended
Coverage, Builder's Risk,
Installation Risk or similar
coverage for "your work";
(b) That is Property Insurance for
premises rented to you or
temporarily occupied by you
with permission of the owner;
(c) That is insurance purchased
by you to cover your liability
as a tenant for "property
damage" to premises rented
to you or temporarily
occupied by you with
permission of the owner; or
(d) If the loss arises out of the
maintenance or use of
aircraft, "autos" or watercraft
to the extent not subject to

SECTION II - LIABILITY,
Exclusion g. Aircraft, Auto or
Watercraft; and
(2) Any other primary insurance
available to you covering liability
for damages arising out of the
premises or operations, or the
products and completed
operations, for which you have
been added as an additional
insured by attachment of an
endorsement.

When this insurance is excess, we
will have no duty under SECTION II -
LIABILITY 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
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POLICY NUMBER: OBF-D681476-04
insured's rights against all those other
insurers.
c. 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.
d. We will share the remaining loss, if any,
with any other insurance that is not
described in this provision and was not
bought specifically to apply in excess of
the Limits of Insurance shown in the
Declarations for this Coverage.
e. Method of Sharing
If all of 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.
f. When this insurance is excess, we will
have no duty under Business Liability
Coverage to defend any claim or "suit"
that any other insurer has a duty to
defend. 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.

I. Premiums

1. The first Named Insured shown in the
Declarations:
a. Is responsible for the payment of all
premiums; and
b. Will be the payee for any return
premiums we pay.

2. The premium shown in the Declarations was
computed based on rates in effect at the time
the policy was issued. On each renewal ,
continuation or anniversary of the effective
date of this policy, we will compute the
premium in accordance with our rates and
rules then in effect.

3. With our consent, you may continue this
policy in force by paying a continuation
premium for each successive one-year
period. The premium must be:
a. Paid to us prior to the anniversary
date; and
b. Determined in accordance with
paragraph 2. above.

Our forms then in effect will apply. If you
do not pay the continuation premium, this
policy will expire on the first anniversary
date that we have not received the
premium.

4. Undeclared exposures or change in your
business operation, acquisition or use of
locations may occur during the policy
period that is not shown in the
Declarations. If so, we may require an
additional premium. That premium will be
determined in accordance with our rates
and rules then in effect.

J. Premium Audit

1. This policy is subject to audit if a premium
designated as an advance premium is
shown in the Declarations. We will
compute the final premium due when we
determine your actual exposures.

2. Premium shown in this policy as advance
premium is a deposit premium only. At the
close of each audit period, we will
compute the earned premium for that
period and send notice to the first Named
Insured. The due date for audit premiums
is the date shown as the due date on the
bill. If the sum of the advance and audit
premiums paid for the policy period is
greater than the earned premium, we will
return the excess to the first Named
Insured.

3. The first Named Insured must keep
records of the information we need for
premium computation and send us copies
at such times as we may request.

K. Transfer of Rights of Recovery Against Others
to Us

1. Applicable to SECTION I - PROPERTY
Coverage:

If any person or organization to or for
whom we make payment under this policy
has rights to recover damages from
another, those rights are transferred to us
to the extent of our payment. That person
or organization must do everything
necessary to secure our rights and must
do nothing after loss to impair them. But
you may waive your rights against another
party in writing:
391-1003 0816 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page oom560 CC 07-19-2022
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POLICY NUMBER: OBF-D681476-04
a. Prior to a loss to your Covered
Property.
b. After a loss to your Covered Property
only if, at time of loss, that party is
one of the following:
(1) Someone insured by this
insurance;
(2) A business firm:
(a) Owned or controlled by you;
or
(b) That owns or controls you; or
(3) Your tenant.

You may also accept the usual bills of
lading or shipping receipts limiting the
liability of carriers.

This will not restrict your insurance.

2. Applicable to SECTION II • LIABILITY
Coverage:

If the insured has rights to recover all or
part of any payment we have made
under this Coverage Part, those rights
are transferred to us. The insured must
do nothing after loss to impair such
rights. At our request, the insured will
bring "suit" or transfer those rights to us
and help us enforce them.
~
~~Hanover
lnsurance Group ..

OBF D681476 5701751
We waive any right of recovery we may
have against any person or
organization with whom you have a
written contract, permit or agreement
to waive any rights of recovery against
such person or organization because of
payments we make for injury or
damage arising out of your ongoing
operations or "your work" done under a
contract with that person or
organization and included in the
"products-completed operations
hazard".

This condition does not apply to
Medical Expenses Coverage.

L. Transfer of Your Rights and Duties Under
This Policy
Your rights and duties under this policy
may not be transferred without our written
consent except in the case of death of an
individual Named Insured. If you die, your
rights and duties will be transferred to your
legal representative but only while that
legal representative is acting within the
scope of their duties as your legal
representative. Until your legal
representative is appointed, anyone with
proper temporary custody of your property
will have your rights and duties but only
with respect to that property.
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEC ZR5765 Endorsement Number:

Effective Date: 09/06/21 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: HF&H CONSULTANTS LLC
201 N CIVIC DR STE 230
WALNUT CREEK CA 94596
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
Countersigned by ___________________ _
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 07/28/21 Policy Expiration Date: 09/06/22 562
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POLICY NUMBER: OBF-D681476-04

COMMON POLICY CONDITIONS
All Coverage Parts included in this policy are subject to the following conditions.

A. Cancellation

1. The first Named Insured shown in the
Declarations may cancel this policy by
mailing or delivering to us advance written
notice of cancellation .

2. We may cancel this policy by mailing or
delivering to the first Named Insured written
notice of cancellation at least:
a. 10 days before the effective date of
cancellation if we cancel for nonpayment
of premium; or
b. 30 days before the effective date of
cancellation if we cancel for any other
reason .

3. We will mail or deliver our notice to the first
Named lnsured's last mailing address known
to us.

4. Notice of cancellation will state the effective
date of cancellation . The policy period will
end on that date.

5. If this policy is cancelled, we will send the
first Named Insured any premium refund
due. If we cancel, the refund will be pro rata.

If the first Named Insured cancels, the refund
may be less than pro rata. The cancellation
will be effective even if we have not made or
offered a refund.

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.

B. Changes
This policy contains all the agreements between
you and us concerning the insurance afforded.

The first Named Insured shown in the
Declarations is authorized to make changes in
the terms of this policy with our consent. This
policy's terms can be amended or waived only
by endorsement issued by us and made a part
of this policy.

C. Examination Of Your Books And Records
We may examine and audit your books and
records as they relate to this policy at any time
during the policy period and up to three years
afterward.

D. Inspections And Surveys

1. We have the right to:
a. Make inspections and surveys at any
time;
b. Give you reports on the conditions we
find; and
c. Recommend changes.

2. We are not obligated to make any
inspections, surveys, reports or
recommendations and any such actions we
do undertake relate only to insurability and
the premiums to be charged. We .do not
make safety inspections. We do not
undertake to perform the duty of any person
or organization to provide for the health or
safety of workers or the public. And we do
not warrant that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

3. Paragraphs 1. and 2. of this condition apply
not only to us, but also to any rating,
advisory, rate service or similar organization
which makes insurance inspections, surveys,
reports or recommendations.

4. Paragraph 2. of this condition does not apply
to any inspections, surveys, reports or
recommendations we may make relative to
certification, under state or municipal
statutes, ordinances or regulations, of
boilers, pressure vessels or elevators.

E. Premiums
The first Named Insured shown in the
Declarations:

1. Is responsible for the payment of all
premiums; and

2. Will be the payee for any return premiums
we pay.

F. Transfer Of Your Rights And Duties Under This
Policy
Your rights and duties under this policy may not
be transferred without our written consent
except in the case of death of an individual
named insured.

If you die, your rights and duties will be
transferred to your legal representative but only
while acting within the scope of duties as your
legal representative. Until your legal
representative is appointed, anyone having
proper temporary custody of your property will
have your rights and duties but only with
respect to that property.

IL 00 1711 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 563
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HF&H for Solid Waste Consulting Services
Final Audit Report 2022-07-12
Created: 2022-07-12
By: City of Cupertino ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAA9d7cmAfEQSvUgVNXAOicW3YyrN3DdChh "HF&H for Solid Waste Consulting Services" History
~ Document created by City of Cupertino ([email protected]) 2022-07-12 - 4:48:38 PM GMT- IP address: 35.229.54.2
~ Document emailed to Julia Kinst [email protected]) for approval 2022-07-12- 4:50:12 PM GMT
0o Document approved by Julia Kinst [email protected]) Approval Date: 2022-07-12 - 4:50:49 PM GMT - Time Source: server- IP address: 216.198.111 .214 g Document emailed to Rob Hilton ([email protected]) for signature 2022-07-12 - 4:50:56 PM GMT
~ Email viewed by Rob Hilton ([email protected]) 2022-07-12- 4:58:53 PM GMT- IP address: 104.47.56.126
0'e Document e-signed by Rob Hilton ([email protected]) Signature Date: 2022-07-12 - 4:59:11 PM GMT - Time Source: server- IP address: 108.233.8.169 0 Agreement completed.
2022-07-12- 4:59:11 PM GMT
l
~ P'f
Adobe
Acrobat Sign
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CITY OF CUPERTINO
Agenda Item
22-11201 Agenda Date: 7/19/2022
Agenda #: 23.

Subject: Consider adoption of a Resolution accepting the Annual Report on the FEMA Community Rating System's (CRS) Program for Public Information.

Adopt Resolution No. 22-088 (Attachment A) accepting the Annual Evaluation Report for FY22 (Year 1) of the 2021 Santa Clara County Multi-Jurisdictional Program for Public Information.

CITY OF CUPERTINO Page 1 of 1 Printed on 7/14/2022
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CITY COUNCIL STAFF REPORT
Meeting: July 19, 2022
Subject
Consider adoption of a Resolution accepting the Annual Report on the FEMA Community Rating System’s (CRS) Program for Public Information.

Recommended Action
Adopt Resolution No. 22-XXX (Attachment A) accepting the Annual Evaluation Report for FY22 (Year 1) of the 2021 Santa Clara County Multi-Jurisdictional Program for Public Information.

Background
The Community Rating System (CRS) is a voluntary program under the Federal Emergency Management Agency’s (FEMA) National Flood Insurance Program (NFIP) that allows communities to earn flood insurance premium discounts for their residents and businesses by conducting floodplain management activities that exceed NFIP minimum requirements. Communities earn CRS points for activities that promote flood risk reduction practices and encourage the purchase of flood insurance. Activities eligible for CRS points include, but are not limited to, flood emergency preparedness planning, maintenance of elevation certificates and benchmarks, open space preservation within the designated floodplain, and public outreach and education of flood risk and flood insurance. The CRS class ratings are assigned to participating communities based on points earned, with each 500-point increment resulting in a better class rating. Each incremental improvement in class rating (CRS class ratings range from 10 to 1) qualifies residents and businesses within the participating community to an additional five percent discount on flood insurance premiums for properties located within a Special Flood Hazard Area (SFHA.) For example, 500 points earned would equate to a CRS class rating of 9 (or a five percent discount,) 1,000 points earned would equate to a CRS class rating of 8 (or a 10 percent discount), etcetera.

The Federal Emergency Management Agency requires the elected body of each community who participates in the CRS program to approve a five-year MultiJurisdictional Program for Public Information (PPI) to receive points for the PPI CRS activity. The PPI was introduced into Santa Clara County’s (County) CRS program in 2013 upon FEMA’s release of the updated 2013 CRS Coordinator’s Manual. Participation in the 566
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PPI is voluntary. The PPI allows communities to work together to decide which flood risk reduction messages are the most appropriate based on local needs and to design a collective outreach program that delivers these messages effectively and efficiently. The number of points earned as a result of having an approved PPI will vary depending on how extensive the program is that is implemented within each participating community’s jurisdiction; however, it is expected to range from 80 to 200 points for communities who participate in the County PPI.

Although Santa Clara Valley Water District (Valley Water) is not a land-use agency, FEMA recognized Valley Water’s already robust public outreach efforts in flood risk reduction messages and approved the classification of Valley Water as a fictitious community within the CRS program. This unique arrangement not only allows Valley Water to act as the lead agency in creating the first PPI for Santa Clara County but also allows the Santa Clara County communities participating in the CRS program to claim points earned by Valley Water. In 2013, Valley Water initiated the PPI preparation process by inviting local agency staff and stakeholders from throughout the County to participate in the drafting of the plan. The Valley Water District Board adopted the first PPI in 2015 for use by communities within the County that participate in the CRS program.

The PPI is required to be updated every five years to evaluate the public outreach messaging and to adjust the PPI as needed and FEMA requires the governing bodies of the participating CRS communities to approve the updated 2021 PPI in order to either begin or continue to earn points.

In February 2020, Valley Water hosted the start of the second five-year PPI process, in which fifteen (15) communities, including the City of Cupertino, worked together to review and update the 2015 PPI. Due to the COVID-19 pandemic, FEMA provided an extension for completing the PPI update to early 2021. Due to many communities shifting priorities to respond to the public health crisis, Valley Water reconvened efforts to update the PPI in October 2020. Staff and external stakeholders from each of the communities participated in the drafting of the updated document. The draft 2021 PPI was reviewed by FEMA to ensure its provisions fully complied with FEMA requirements. The Valley Water District Board approved the updated 2021 five-year PPI on April 27, 2021 and provided the document to participating jurisdictions for approval and implementation with the communities’ existing CRS programs. In turn, the City Council adopted Resolution No. 21-073 approving the 2021 PPI on August 17, 2021.

In addition to updating the PPI every five years, FEMA requires an annual evaluation report describing PPI implementation efforts and requires the participating communities to share each annual report with their governing bodies to remain an active PPI participant and continue receiving PPI points. Valley Water initiated the preparation of the first annual evaluation report by hosting meetings in March and May where staff and stakeholders from each participating community were invited to provide input on their respective PPI project accomplishments for this fiscal year. The Annual Evaluation Report 567
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for FY22 (Year 1) of the 2021 Santa Clara County Multi-Jurisdictional Program for Public Information (Attachment B) is the first annual evaluation report under the 2021 PPI and is a culmination of the input provided by the participating communities from the two meetings.

Discussion
The City has participated in the CRS program since 2005 and has a current CRS class rating of 7, which equates to a 15 percent flood insurance premium discount for properties located within a SFHA and a five percent flood insurance premium discount for properties located outside a SFHA. As noted in the updated 2021 PPI, City property owners pay approximately $86,000 per year in flood insurance premiums (as of November 2020, per the NFIP.) The total annual savings to policy holders attributable to the City’s CRS discount is approximately $9,600.

Neighboring cities have earned similar CRS ratings (Los Altos – 8, Mountain View – 7, Sunnyvale – 7, Palo Alto – 6.) It would be challenging and require additional staff resources for the City to earn enough additional CRS points to qualify for a CRS class rating of 6 without undertaking significant new efforts requiring additional funding or major floodplain management policy changes. However, when the City Council adopted Resolution No. 21-073 accepting the updated 2021 PPI, it allowed the City to begin earning points for this CRS activity which provides a larger buffer to comfortably maintain its CRS class rating of 7 and continue to provide lower cost flood insurance to Cupertino residents and businesses.

The City continues to be an active PPI participant. The City’s FY22 Project Accomplishments are listed in Attachment 2 of the Annual Evaluation Report. By adopting the resolution to accept the annual report, the City is meeting FEMA’s requirements to continue earning points for this CRS activity.

Sustainability Impact
No sustainability impact.

Fiscal Impact
No fiscal impact for accepting the Annual Evaluation Report. _____________________________________
Prepared by: Jennifer Chu, Senior Civil Engineer
Reviewed by: Chad Mosley, Acting Director of Public Works Reviewed and Approved for Submission by: Dianne Thompson, Acting City Manager Attachments:

A – Draft Resolution
B – Annual Evaluation Report for FY22
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Attachment A
RESOLUTION NO. 22-XXX

A RESOLUTION OF THE CUPERTINO CITY COUNCIL
ACCEPTING THE ANNUAL EVALUATION REPORT FOR FY22 (YEAR 1) OF THE 2021 SANTA CLARA COUNTY MULTI-JURISDICTIONAL PROGRAM

FOR PUBLIC INFORMATION
WHEREAS, in 1968, the United States Congress passed the National Flood Insurance Act creating the National Flood Insurance Program (NFIP). The NFIP was designed to reduce future flood losses through local floodplain management programs and provision of flood insurance to those most in need. The NFIP requires that participating communities adopt certain minimum requirements intended to reduce future flood losses; and
WHEREAS, in 1990, the NFIP implemented the Community Rating System (CRS) as a voluntary program for recognizing and encouraging community floodplain activities that exceed the minimum NFIP standards; and WHEREAS, in 2005, the City of Cupertino was admitted to the CRS. The City’s participation in the CRS program gives flood insurance policy holders a discounted premium; and
WHEREAS, in 2013, the Federal Emergency Management Agency (FEMA), the agency responsible for implementing the NFIP, updated the CRS program by adding new elements to encourage each participating community to increase efforts in promoting CRS goals; and
WHEREAS, one of the new public outreach elements of the CRS program is the formation of a Multi-Jurisdictional Program for Public Information (PPI) that will encourage targeted outreach to a larger regional area; and WHEREAS, in 2015, the first Santa Clara County Multi-Jurisdictional PPI (2015 PPI) was approved by the Santa Clara Valley Water District Board for use by communities within Santa Clara County that participate in the CRS program; and WHEREAS, every five years, the PPI must be updated and adopted by the governing bodies of all participating communities in order to continue receiving CRS credit for the PPI activity. The 2021 Santa Clara County Multi-Jurisdictional PPI (2021 PPI) is the updated five-year plan adopted by the Santa Clara Valley Water District.
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Resolution No. 22-XXX
WHEREAS, in 2020, the City of Cupertino, along with other communities in Santa Clara County, worked with the Santa Clara Valley Water District to update the 2015 PPI. The 2021 PPI was developed jointly and must be approved by a community’s governing body in order to provide enhancement to the local agency’s CRS program; and
WHEREAS, on August 17, 2021, the City Council of the City of Cupertino adopted Resolution No. 21-073 accepting the 2021 PPI; and WHEREAS, in each subsequent year, FEMA requires an annual evaluation report be created to describe PPI implementation within the fiscal year. The Annual Evaluation Report for FY22 (Year 1) is the first annual evaluation report of the 2021 PPI; and
WHEREAS, in 2022, the City of Cupertino, along with other communities in Santa Clara County, worked with the Santa Clara Valley Water District to create the annual report. The annual report must be shared with a community’s governing body in order to continue receiving CRS credit for the PPI activity.

NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby accept the Annual Evaluation Report for FY22 (Year 1) of the 2021 Santa Clara County Multi-Jurisdictional Program for Public Information.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 19
th day of July, 2022, by the following vote:

Members of the City Council
AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:
________
Darcy Paul, Mayor
________________________
Date
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Resolution No. 22-XXX
City of Cupertino
ATTEST:
________
Kirsten Squarcia, City Clerk
________________________
Date
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Santa Clara County Multi-Jurisdictional Program for Public Information 2021 Annual Evaluation Report for FY22
(Year 1: July 2021 to June 2022)
June 2022
Prepared by:

Santa Clara Valley Water District
and
County of Santa Clara CRS Participating Communities
Attachment B
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1 of 14
I. INTRODUCTION
The Community Rating System (CRS) is a voluntary program of the Federal Emergency Management Agency’s (FEMA) National Flood Insurance Program (NFIP). The CRS program allows communities to earn flood insurance premium discounts for their residents and businesses by implementing local mitigation, floodplain management, and outreach activities that exceed the minimum NFIP requirements to reduce the risk of flooding.

In Santa Clara County, 11 (eleven) communities have been active participants in the FEMA NFIP CRS for over 30 years.

The CRS participating communities are City of Cupertino, City of Gilroy, City of Los Altos, City of Milpitas, City of Morgan Hill, City of Mountain View, City of Palo Alto, City of San Jose, City of Santa Clara, City of Sunnyvale, and the Santa Clara Valley Water District (Valley Water).

CRS participating communities, along with their external non-governmental stakeholders, nonparticipating communities: City of Saratoga, Town of Los Altos Hills, Town of Los Gatos, and County of Santa Clara who opted to join the 2021 Program for Public Information (PPI), comprise the PPI Committee. The PPI Committee is listed in Table 1. Members of the Santa Clara County Multi-Jurisdictional 2021 PPI Committee of the 2021 PPI. (Attachment #1) FEMA requires that each community participating in the PPI provide at least two representatives to the regional PPI Committee, with at least half of the representatives from outside the local government.

Additionally, at least half of the representatives must attend all the meetings of the regional PPI Committee.

An important benefit of the PPI Committee’s work is close collaboration between local public agency staff who work on flood protection throughout Santa Clara County. Together, PPI Committee members continue strengthening their individual CRS programs and ensuring communities can evaluate their flood programs against a nationally recognized benchmark.

The 2021 PPI Committee, along with the remaining non-participating communities (City of Campbell and City of Monte Sereno), and other interested parties, make up the Santa Clara County CRS Users Group.

The Santa Clara County CRS Users Group collaborates to ensure floodplain management activities provide enhanced public safety, reduced damage to property and public infrastructure, and avoidance of economic disruption and loss in Santa Clara County. Through the 5-year PPI development and the annual reporting process, members of the SC County CRS Users Group learn from one another about local floodplain management activities, including flood protection and land use issues. For both the Santa Clara County CRS Users Group and the PPI Committee, the PPI is one of the most impactful activities of the CRS Program.

Under the CRS program, flood insurance premium rates are discounted to reward CRS participating community actions that meet the three goals of the CRS: (1) reduce flood damage to insurable property; (2) strengthen and support the insurance aspects of the NFIP; and (3) encourage a comprehensive approach to floodplain management.
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Santa Clara County 2021 Multi-Jurisdictional Program for Public Information Annual Evaluation Report for FY22 (Year 1: July 2021 to June 2022) 2 of 14
Flood insurance premiums for participating CRS communities are reduced in 5% increments for every 500 CRS points earned. As of April 30, 2022, the total savings for Santa Clara County residents from CRS discounts is approximately $2 million.

Valley Water is the lead flood risk reduction agency for Santa Clara County. Valley Water performs many flood preparedness outreach and stream stewardship/maintenance activities that earn CRS points for participating communities. Since Valley Water is not a land-use agency, the points Valley Water earns, as a fictitious community, provide a foundation upon which the CRS participating communities can build. FEMA approved this unique arrangement with Valley Water in 1998.

The CRS Coordinator’s Manual, 2013 Edition, included the option to undertake a Program for Public Information (PPI) which is a method to customize flood risk and loss reduction outreach messages and increase CRS points. Each participant of the PPI Committee brings unique perspectives and suggestions that enhance the PPI. Each community must adopt the PPI through a formal vote by the community’s governing body.

In 2013, Valley Water initiated and facilitated the effort to develop the first Multi-Jurisdictional PPI so that all Santa Clara County CRS participating communities could work together and benefit from this activity. Non-participating communities were also invited to participate in the development of the PPI.

This work effort resulted in the 2015 Multi-Jurisdiction PPI (2015 PPI).

On April 14, 2015, Valley Water’s Board adopted the 2015 PPI, which sunset in April 2020. Following Valley Water’s lead, the other CRS participating communities’ governing bodies adopted the 2015 PPI soon thereafter.

Under the CRS, the PPI must be updated every 5-years. Each subsequent year after adopting the PPI, the committee must submit an Annual Evaluation Report to FEMA describing the PPI implementation for the prior fiscal year. The PPI Committee must evaluate whether the flood risk reduction messages in the PPI are still relevant and adjust the PPI, if needed. The Annual Evaluation Report is shared with each participating community’s governing body as an informational item.

As required, Annual Evaluation Reports for FY16 (Year 1) through FY19 (Year 4) for the 2015 PPI were prepared, sent to the governing body, and included in annual recertifications.

FY20 (Year 5), the PPI Committee was required to update the 2015 PPI. The Insurance Services Office (ISO), FEMA’s CRS management contractor, exempted the committee from submitting an Annual Evaluation Report for FY20 (Year 5) as the committee focused on updating the 2015 PPI.

In February 2020, Valley Water hosted the start of the 5-year PPI process. Fifteen Santa Clara County communities worked together to update the 2015 PPI. These communities included the current eleven CRS participating communities as well as four non-participating communities that expressed interest in joining the CRS. Staff and external stakeholders from each community participated in developing the new PPI.

In March 2020, the Coronavirus (COVID-19) outbreak started. The California State Emergency Services Act, the Governor’s Emergency Declaration related to the COVID-19 pandemic, the Governor’s Executive Order N-29-20, and Order of the County of Santa Clara Public Health Officer dated March 16, 2020, went into effect.
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Santa Clara County 2021 Multi-Jurisdictional Program for Public Information Annual Evaluation Report for FY22 (Year 1: July 2021 to June 2022) 3 of 14
The COVID-19 pandemic caused far-reaching, unprecedented changes. Businesses and organizations faced economic and operational uncertainty across every industry and sector. The workforce impacts during COVID-19 caused delays beyond control, including the PPI Committee’s ability to continue its work of updating the 2015 PPI. Many communities shifted priorities to respond to the public health crisis; therefore, FEMA provided an extension of completing the update to the 2015 PPI to early 2021.

The PPI Committee reconvened in October 2020 to resume the PPI update. Several virtual meetings followed until the PPI Committee completed the 2021 PPI in April 2021. The 2021 PPI was adopted by participating communities, as indicated in Table 1. Dates 2021 PPI Adopted.

II. 2021 PPI DEVELOPMENT PROCESS
Valley Water, along with the CRS participating and non-participating communities, initiated the 2021 PPI process in February 2020. The Santa Clara County 2021 Multi-Jurisdictional Program for Public Information document was completed in April 2021 (refer to Section I. Introduction for COVID-19 related delays).

Virtual meetings were held between 2020 and 2021 to develop the 2021 PPI. In addition to FEMA’s six priority topic messages, three additional messages below were identified as important for Santa Clara County. See Table 3 in the 2021 PPI: CRS Priority Messages for the complete list.

I. Encourage residents and workers to make a personal Family Emergency Plan.

II. Ask residents to download disaster apps; and
III. Urge drivers to slow down on wet roads and avoid driving through ponded water to reduce traffic accidents.

The PPI Committee worked between the meetings to draft the 2021 PPI and review the extensive list of outreach and flood response projects. (Attachment 2, which is Appendix A of the 2021 PPI) Based on the PPI Committee’s evaluation of the 2015 PPI, the consensus was that most of the 2015 PPI flood risk reduction messages were still relevant, so only minor edits were incorporated as needed. This became the basis for the 2021 PPI; therefore, no additional FEMA review was required, as the 2015 PPI already ensured its provisions were fully compliant with FEMA requirements.

The number of CRS points that the 2021 PPI activities will earn is determined by FEMA’s CRS Specialist and Technical Reviewers in the Insurance Services Office (ISO). The PPI Committee estimates that of the possible 350 points, participating communities could earn up to 300+/- points per participating community for the PPI efforts.

Once Valley Water approved the 2021 PPI (5-Year Plan), the final document was provided to the PPI Committee to present to their government bodies for adoption and implementation.

Table 1. Dates of PPI Adoption shows the 2021 PPI approval dates by agency (Community).

All 11 CRS participating communities have adopted the 2021 PPI as noted in Table 1 Dates 2021 PPI Adopted below. As non-participating communities are not in the CRS Program, they 575
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are not required to adopt the PPI. At this time, all non-participating communities have chosen not to adopt the 2021 PPI.

Table 1. Dates 2021 PPI Adopted
Agency (Community) Date Presented Adoption*
Santa Clara Valley
Water District 4/27/21 X
City of Cupertino 8/17/21 X
City of Gilroy 7/01/21 X
City of Los Altos 7/13/21 X
Town of Los Altos Hills (non-CRS
community)
Not
required*
Not required*
Town of Los Gatos (non-CRS
community)
Not required* Not required*
City of Milpitas 5/18/21 X
City of Morgan Hill 6/16/21 X
City of Mountain View 6/22/21 X
City of Palo Alto 6/14/21 X
City of San Jose 11/16/21 X
City of Santa Clara 7/06/21 X
County of Santa Clara (non-CRS
community)
Not required* Not required*
City of Saratoga (non-CRS community) Not required* Not required* City of Sunnyvale 6/29/21 X
Total Approved 11
*Non-CRS communities are encouraged to participate in PPI Committee activities and initiatives, but are not required to adopt the PPI, nor report out in the Annual Evaluation Reports.

III. ANNUAL EVALUATION REPORTS
The 2021 PPI states that the PPI Committee will meet at least once yearly to evaluate the PPI and incorporate any needed revisions. This meeting is coordinated in conjunction with the ongoing CRS User’s Group meetings, which occur at least twice a year.

The evaluation will cover:
● Reviewing projects that were completed.
● Evaluation of progress toward outcomes.
● Recommendations on projects that have not been completed. ● Recommendations for new projects not previously identified. ● Target Audience changes; and
● Impact of the program during a real flood event if one has occurred.

The Annual Evaluation Report is prepared by the PPI Committee for submission with each CRS community’s annual CRS recertification package (or schedule 5-year cycle visits). The report is then shared with each CRS participating community’s governing body as an informational item. 576
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Section V. 2022 Santa Clara County CRS Users Group/PPI Committee Meetings – Monitoring and Evaluating the 2021 PPI of this report, summarizes the meetings held to develop the FY22 Annual Evaluation Report (Year 1 of the 2021 PPI).

Table 2 below shows how each community expects to share the FY22 Annual Evaluation Report with its governing body.

Table 2. How the 2021 PPI Annual Evaluation Report for FY22, Year 1 will be shared with Community’s Governing Body
Community Method for Sharing*
Santa Clara Valley Water District Board Non-Agenda Item City of Cupertino Consent Item Council Agenda
City of Gilroy Consent Calendar
City of Los Altos Council Consent Calendar or
Informational Staff Report
Town of Los Altos Hill (non-CRS
community)
Not required
Town of Los Gatos (non-CRS community) Not required
City of Milpitas Memo to City Council
City of Morgan Hill Council Consent Calendar
City of Mountain View Council Weekly Update “Council
Connection”
City of Palo Alto Informational Staff Report
City of San Jose Council Consent Calendar
City of Santa Clara Council Consent Calendar
County of Santa Clara (non-CRS
community)
Not required
City of Saratoga (non-CRS community) Not required
City of Sunnyvale City Manager’s “Update Sunnyvale”
*Non-CRS communities are not required to share the 2021 PPI Annual Reports with their governing bodies.

IV. 2021 PPI ACCOMPLISHMENTS FOR FY22
The PPI Committee identified three efforts needed from each CRS participating community for the 2021 PPI and to prepare and finalize subsequent Annual Evaluation Reports.

1. Governing bodies must adopt the 2021 PPI (Table 1. Dates 2021 PPI Adopted). The PPI Committee must prepare Annual Evaluation Reports and share the reports with its governing body as informational items.

2. For each fiscal year (July 1 - June 30) the communities must carry out and monitor the implementation of the outreach/flood response projects identified in Attachment A CRS Creditable Outreach and Flood Response Projects by CRS Community of the 2021 PPI. (Attachment 2)

3. The PPI Committee must review and consider the ‘New Initiatives’ identified in the 2021 PPI (page 66) for advancing flood risk reduction efforts.

Governing Bodies Approval: Including Valley Water, all 11 CRS participating communities’ governing bodies adopted the 2021 PPI by the end of FY22. The approval dates are shown by agency (Community) in Table 1. Dates of 2021 PPI Adopted noted above. 577
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Tracking System: The 2021 PPI is multi-jurisdictional and includes 15 agencies (11 CRS participating communities and four non-participating communities). Tracking implementation is quite complex compared to a single-agency PPI. As the informal lead, Valley Water continues to oversee the record-keeping to ensure consistency throughout the county. An electronic file-sharing system, Egnyte, is set up with folders for each community to file and share documents related to the 109 potential outreach/flood response projects identified in the 2021 PPI, and all CRS-related documentation. This also includes a comprehensive spreadsheet tracking which projects were accomplished in any given fiscal year, by the individual communities. This spreadsheet, along with the Annual Evaluation Report, will be submitted with annual CRS recertifications or a part of scheduled 5-year cycle visits.

Insurance Services Office (ISO) assigns credit for Valley Water outreach/flood response projects to all Santa Clara County CRS participating communities’ ratings. Some communities also choose to carry out and report on their own outreach/flood response projects, in addition to those of Valley Water.

These projects are shown on the composite spreadsheet and include input from each agency.

The PPI Committee discussed the benefits of using the Egnyte shared-filing system for tracking the 2021 PPI outreach/flood response projects and all CRS-related documentation. The PPI Committee also discussed the importance of ensuring each agency uploads their CRS documentation regularly. These benefits are:
- Information Share/Knowledge Transfer: CRS participating communities can view each other’s program documentation. When a community improves its CRS rating, another community can access the documents submitted to determine how the CRS credited activities helped improve the score.
- Document Repository: A central location for CRS-related documentation, organized to mirror the CRS Coordinator’s Manual (by community/activity/element) proves helpful when a community experiences staff turnover.
- Documentation Submittals: CRS documents are organized and easy to share with the CRS Specialists conducting cycle visits and/or annual recertification.

Summary of PPI Projects Accomplished in FY22
The complete list of outreach/flood response projects is included as Attachment 2 of this Report, listing all projects proposed in the 2021 PPI, with a “Project Accomplishments” column noting actions taken during the first year of the PPI, FY22.

Audiences Projects Accomplished
Community at Large (CAL) 81 potential projects, 63 accomplished Residents and Businesses in the
Special Flood Hazard Area (SFHA)
18 potential projects, 16 accomplished
Messengers to Other Target
Audiences (Organizations &
Businesses Serving the Community)
10 potential projects, 10 were accomplished
*Total Accomplished Projects 89 of 109
* Note: All projects carried out by CRS participating communities were accomplished in FY22.

Variance in the number of potential projects versus accomplished projects is due to no updates received from nonparticipating communities, which is not required for this report. 578
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These numbers go well beyond the minimum requirements of the CRS Program, and we anticipate all CRS participating communities will receive the maximum number of credits for our collective efforts in FY22.

It is important to note that most public events in 2020 through 2022 were heavily impacted or canceled due to shelter-in-place orders and the COVID-19 pandemic. Those events that were not canceled were often redesigned for virtual participation or smaller, socially distanced groups.

Valley Water’s Outreach/Flood Response Projects
Annual Flood Awareness Campaign
Valley Water's FY22 Flood Awareness Campaign theme was "Flooding Can Happen During a Drought." It launched after the 1Fourth National Climate Assessment was published; there could not have been a better time to have this conversation. The federal report assessed that intense extreme weather and climate-related events are becoming more frequent and will have catastrophic impacts on vulnerable communities, infrastructure, ecosystems, and our economy. Extreme storm events could result in more frequent and severe flooding in our region. Valley Water’s message emphasized its commitment to reducing flood risks and protecting the community but acknowledging we cannot eliminate all risks.

Thus, our communities must adapt and prepare; and it starts with being informed and aware of risks.

An educational paid advertising campaign supplemented Valley Water’s community outreach effort.

This year, its advertising campaign was supported by a series of formative research to understand target audiences, their awareness levels, and explore what educational messages and images most appealed to them.

The Flood Awareness Campaign lasted four months, from mid-November 2021 to February 2022. The paid advertisement campaign cost a total of $200,000.

Valley Water’s FY22 Annual Flood Awareness Campaign shifted from general digital and public space advertising to a series of direct mailings to the 52,000 homes and businesses in Santa Clara County's FEMA SFHA.

Valley Water sent three separate targeted mailers to all homes and businesses in or near a high-risk flood area, as designated by the FEMA SHFA. The mailers were multilingual (English, Spanish, Chinese, and Vietnamese) and are posted on Valley Water’s website.

1. Annual Floodplain Mailer
54,790 mailed on December 13-14, 2021
4,450 delivered to cities/county (Public Works and Planning Departments) between December 2021 – February 1, 2022

2. Multilingual Postcards with 9 CRS tips and links to flood preparedness webpages 52,502 mailed on October 29, 2021

3. “You Live in a Flood Zone–Do You Know What to Do Before, During, and After a Flood?” Trifold. 54,790 mailed on January 11, 2022
1 US Global Change Resource Program (USGCRP) has a legal mandate to conduct a state-of-the-science synthesis of climate impacts and trends across U.S. regions and sectors every four years, known as the National Climate Assessment (NCA).
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During FY22, Santa Clara County experienced a drought emergency. Valley Water’s annual Floodplain Mailer reminded everyone that flooding can happen anytime it rains, and that climate change has made extreme weather the new normal. Drought conditions can harden the ground and increase run-off to streams and creeks during the first few days of heavy rain, increasing the risk of flooding. In addition, the flood mailer showcased Valley Water's ongoing flood protection projects in areas susceptible to flooding.

In FY22, the mailer featured QR codes, a magnet with important flood safety websites, a detachable emergency phone list, and photos of our most recent flood protection projects.

The direct mailing strategy was developed after the 2020-2021 post-Flood Awareness Campaign poll which indicated that only 29% of FEMA SFHA residents remembered receiving the annual Floodplain Mailer, while recollection of other broad advertising efforts hovered lower. The outreach shift from advertising to targeted mailings resulted in substantial savings while proving much more effective.

Valley Water also deployed a small-scale multilingual social media campaign, with the slogan "Flooding can happen during a drought," on social media and the web platforms including Facebook, Instagram, Google Ads, El Observador, Cali Today, and News for Chinese. The campaign launched in Winter FY22, starting with the season's first rains in December 2021 and continuing through January 2022.

Digital ads targeted residents and commuters in or near the SFHA, using zip codes from published FEMA flood maps.

A key strategy for the paid campaign was incorporating all 2021 PPI messages in Valley Water ads.

Staff crafted messages derived from Valley Water's annual Floodplain Mailer to residents in the SFHA.

Additionally, the Valley Water Board of Directors shared posts on Nextdoor highlighting the "Flooding can happen during a drought" messaging and the nine CRS topics in Winter 2021. Valley Water posted a flood preparedness blog on its website in November 2021 and a digital copy of the Floodplain Mailer.

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Campaign Results
Valley Water also used its monthly newsletter, news blog, and social media profiles to enhance flood awareness efforts before and during forecasted storms starting as early as September. During the length of the campaign and leading up to anticipated storm events, Valley Water posted flash flood warnings, shared posts with critical messages about flood safety, and promoted the Flood Watch Tool throughout the winter.

Valley Water’s flood protection resources page at ValleyWater.org/floodready serves as a hub of flood safety information with icons leading to a series of related web pages, including information on flood zone maps, signing up for emergency alerts, sandbags, reporting local flooding, and safety tips.

Of these subpages, the flood zone awareness page was the most accessed, which features a brief explanation for determining if a home is in a FEMA-designated flood zone. It also features an instructional YouTube tutorial for using FEMA's Map Service and a reminder that flooding can happen anytime it rains.
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All communities were requested to add a link redirecting visitors to ValleyWater.org/floodready, floodsmart.gov, and ready.gov from their respective flood protection resource pages or homepage.

All Santa Clara County communities received hard copies of Valley Water's Floodplain Mailer.

Valley Water shared a “Flood Follows Drought 2021-22 Flood Awareness Campaign Media Toolkit" with the CRS communities. The toolkit provided links to the multilingual floodplain mailer, social media graphics, messages for all nine flood awareness tips (PPI CRS message topics), and blog posts for all Santa Clara County communities to use.

The 2021-2022 post-Flood Awareness Campaign survey found:
● 59% recalled receiving mail with information about flood safety (29% in 2020-21). ● 76% are confident they have taken all necessary precautions to protect themselves from floods (64% in 2020-21).
● 61% rate the job Valley Water is doing at keeping them informed as excellent, good, or fair (32% in 2020-21).
● 10% increase in food zone awareness over last year (now at 50-60% awareness). ● 32% increase in recall of flood mailings vs. last year (now at 59% reach) with good recall amongst Spanish, Mandarin, and Vietnamese speakers.
● 58% of respondents clearly understood Valley Water’s three main calls to action (find your risk, get flood insurance, develop a plan).
● 12% increase in respondents who believe they have taken all steps to be ready for a flood (now at 76%).
● 11% increase in respondents who have flood insurance (now at 51%). ● 100% of high-risk residents in mobile home parks are aware of our messaging.

The results above demonstrate an effective campaign that is less expensive than general advertising, yielding a savings of approximately $150,000 with more robust results. In the future, direct mailings to the FEMA SFHA seem to be an alternative outreach strategy for the flood awareness campaign rather than targeted advertising.

Valley Water discussed the new targeted mail approach with the PPI Committee and the Insurance Services Office (ISO). All agreed with this strategy.

Valley Water Education Outreach Program
Valley Water’s Education Outreach includes flood awareness messaging in every program presented year-round. A dedicated flood-focused program is offered from October through April, depending on the rainfall situation on any given year.

Valley Water’s role as a flood protection agency is highlighted in all presentations, so that participants in the Education Outreach Programs know that flood protection is one of Valley Water’s core objectives in Santa Clara County.

The following are the Education Outreach efforts from October 2021 – March 2022.

Valley Water Flood Awareness Messaging
Flood awareness messaging is included in classroom presentations, STEAM (Science, Technology, 582
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Engineering, Art, and Math) programs, libraries, camps, and Wonders of Water Wednesday, an afterschool science program.

The following numbers represent the results of general flood protection messaging:
• 197 Presentations
• 4801 attendees
• 193 Educators
Flood-focused Programs
Education Outreach has two programs that focus on flood awareness and preparedness: “The Three Little Pigs and The Bad Weather Wolf” and “Watershed Maps”.

The following numbers represent the results of Flood-focused Programs:
• 47 Presentations
• 986 attendees
• 54 Educators
Community Events
Due to the COVID-19 pandemic, countywide community events in FY22 were postponed.

CRS Participating Communities Outreach/Flood Response Projects The PPI Committee identified the outreach/flood response projects for each community. The implementation of these projects is reflected in the FY 2022 ‘Project Accomplishments’ column of Attachment 2.

V. 2022 SANTA CLARA COUNTY CRS USERS GROUP/PPI COMMITTEE MEETINGS – MONITORING AND EVALUATING THE 2021 PPI
Santa Clara County CRS Users Group/PPI Committee meetings were held on March 10, 2022, and May 19, 2022. Agenda and attendance sheets for each meeting are included. (Attachments 3-6) Attendance was good at both meetings and quorum was met with staff from the eleven CRS participating communities. Staff from some non-participating communities, external stakeholders, and other interested parties were also in attendance.

As required by CRS, the objective for the March and May meetings was to monitor the implementation of the 2021 PPI and to determine if the desired outcomes were achieved, as well to discuss if any changes to the 2021 PPI were needed to complete this Annual Evaluation Report. The PPI Committee agreed that the 2021 PPI messaging and projects would remain the same for the duration of the 2021 PPI, which sunsets in 2026.
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At the March 10, 2022 meeting, a draft Project Accomplishment PPI Annual Evaluation Report for FY22 was shared with the communities to review.

The PPI Committee:
● Assessed whether the desired outcomes of the 2021 PPI were achieved in FY22, and what, if anything, should be changed.
● Discussed which communities have adopted the 2021 PPI and that conformed/enacted copy of their agenda items related to submitting the 2021 PPI to their respective governing bodies should be uploaded into Egnyte and a copy sent to Valley Water. ● Provided instruction on how communities will submit updates to Appendix A of the 2021 PPI to Valley Water for consolidating report.
● Communities were informed that all updates were due by the next CRS Users Group Meeting or sooner.

An ISO CRS Specialist shared best practices for Verification Cycle Visits. The specialist also reviewed updated/new/modified prerequisites for CRS Classes 6, 8, and 9, per the Addendum to the 2017 CRS Coordinator’s Manual (Edition 2021) which went into effect January 1, 2021.

Lastly, to comply with CRS Activity 350 - Flood Protection Information, Element c). Flood Protection Website, from the CRS Coordinator's Manual, CRS participating communities were reminded to ensure to review their flood information landing page monthly, to verify all links are valid and annually, to ensure content is still relevant and current.

At the May 19, 2022 meeting, the PPI Committee discussed the 2021 PPI Annual Evaluation Report for FY22, reminding the group that the report will be due during scheduled 5-year cycle visits (for Cities of Gilroy and Morgan Hill) or as part of communities’ annual CRS recertification package which are due on August 1, 2022.

Valley Water Communications staff presented an overview of the 2021-2022 Flood Awareness Campaign, including the Floodplain Mailer that was mailed in December 2021 to all addresses in the FEMA Special Flood Hazard Area (SFHA), as well as to city/town/county managers, public works and planning directors, and the communities’ CRS staff.

Additionally, Valley Water Communications staff also shared the FY22 post-campaign polling results with results. Valley and the PPI Committee determined that future flood awareness campaigns have an opportunity for expanded outreach to renters of both single-family homes and multi-family units, as well as providing localized historical flood information and outreach materials in public spaces.

Valley Water CRS staff shared information on the Department of Water Resources (DWR) statewide agency coordination calls scheduled to begin by July 2022. The DWR calls lead up to the 2022 California Flood Preparedness Week (CFPW) that is held annually each October (specific dates for October 2022 to be announced). We shared Valley Water's experience in participating on these calls, including the benefits of learning about CFPW, ways to participate, setting up lobby displays for the public, and how to access available resources for public events.

All communities were strongly encouraged to participate this year, including presenting a Resolution (Valley Water’s template available, upon request) to their respective city councils to adopt CFPW, and to forward the information to their communication and emergency service teams. 584
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We also discussed Valley Water’s plan to provide all communities with ‘emergency starter kits’ and ‘flood event kits’ for their use as plans to recommence booth support at various city-hosted events, safety fairs, etc. These resources will ensure our messaging and information on how to ‘Get Flood Ready’ is uniformed throughout the county.

The consensus of the PPI Committee is that our 2021 PPI implementation is on target and that no changes are needed. Cities who have had the PPI approved by their elected officials reported receiving strong support.

This Annual Evaluation Report is the first report for the 2021 PPI to document our outreach project activities.

VI. FUTURE MESSAGING – Other New Initiatives
The PPI committee identified several new initiatives:

1. Continue and expand the standardized flood message prepared for each community to include flood messages in utility bills yearly, including PG&E.

2. Expand on partnerships with local chambers of commerce to disseminate and share flood preparedness information.

3. Expand on outreach to the Asian and Latino communities who live in flood-prone areas.

4. Expand on outreach to “hot spot” flood-prone areas by hosting on-site or virtual events.

5. Expand on reaching local homeowners associations (HOA)s and apartment associations (i.e., Executive Council of Homeowners [ECHO]).

6. Expand on reaching residents in marginal and low-income communities through partnering with organizations that reach these communities (i.e., Second Harvest Food Bank and others).

7. Communities could pursue FEMA Matching Funds Grants for severe Repetitive Loss Areas.

8. Review and expand other public information activities, such as Flood Protection Assistance (Activity 360) and Flood Insurance Promotion (Activity 370).

9. Develop a region-wide Flood Response Preparations (FRP) messaging plan.

The messages that the PPI Committee originally chose are still relevant to Santa Clara County. The committee will continue to increase its efforts to encourage people to prepare personal/family emergency plans and be flood-ready. This will be incorporated into the flood preparedness outreach that is done every fall. The PPI Committee will also continue coordinating efforts with the Valley Water’s Education Outreach Program to promote flood preparedness in local schools.

The PPI Committee recommends continued use of social media for messaging. Mobile usage among individuals has increased exponentially over the years and online platforms are rapidly adjusting to mobile-friendly standards. This provides an excellent opportunity to modernize campaign ad efforts by utilizing social media and digital advertising to increase exposure and reach a greater number of residents in Santa Clara County. Furthermore, these modern advertising methods allow for specialized demographic targeting to allow reaching a narrow and defined audience, improving the ability to effectively reach vulnerable populations.

In support of our preparedness messaging, the PPI Committee will continue to promote the importance of having family emergency plans and emergency kits ready to go before an emergency/flood event occurs.
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In October 2021, Valley Water partnered with Second Harvest Food Bank of Silicon Valley, to distribute 2,000 emergency preparedness starter kits of emergency supplies to underserved communities.

The PPI Committee will continue to promote the American Red Cross All-Hazard App which monitors alerts for severe weather, including floods, and the Floodsmart.gov and Ready.gov websites. The communities will distribute American Red Cross Emergency Contact Cards at events throughout the county.

VII. CONCLUSION
Overall, the CRS Users Group/PPI Committee successfully implemented the 2021 PPI in FY22. The 2021 PPI allowed participating communities to mutually decide which flood risk reduction messages are most appropriate and identified means by which messages are delivered. The objectives of participating in the 2021 PPI are to enhance the effectiveness of the flood risk messages to residents, reduce flood risks within the county, and earn valuable CRS credit points when identified projects are implemented by communities.

The CRS Users Group/PPI Committee will continue their work efforts through FY23. _______________________________________________________________________________________________________ Attachments for submission to Valley Water Board, City Councils/Managers, and FEMA as part of 2022 Verification/Recertification Package, as required:

1. Members of the Santa Clara County Multi-Jurisdictional 2021 PPI Committee

2. Appendix A from 2021 SC County Multi-Jurisdictional PPI noting FY22 Project Accomplishments

3. March 10, 2022 Santa Clara County CRS Users Group Meeting Agenda

4. March 10, 2022 Santa Clara County CRS Users Group Meeting Attendance Sheet

5. May 19, 2022 Santa Clara County CRS Users Group Meeting Agenda

6. May 19, 2022 Santa Clara County CRS Users Group Meeting Attendance Sheet 586
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Table 1. Members of the Santa Clara County Multi-Jurisdictional 2021 PPI Committee Community Local Government
Representative and Alternates External Stakeholders
County of
Santa Clara
Chris Freitas, Sr. Civil Engineer
Neville R. Pereira, PE, Development Services
Manager, Department of Planning and
Development, Floodplain Manager
Marsha Hovey, CADRE Board Chair
Cupertino Chad Mosley, Assistant Public Works Director/City Engineer, Public Works Department, Floodplain
Manager
Jennifer Chu, Senior Civil Engineer
Public Works Department
Jim Oberhofer, Emergency Coordinator
Cupertino ARES/RACES
Gilroy Gary Heap, City Engineer
Public Works Department
Jorge Duran, Senior Civil Engineer, Floodplain
Manager Public Works Department
Merna Leal, City of Gilroy resident
Los Altos Steven Golden, Senior Planner, Floodplain
Manager
Andrea Trese, Associate Civil Engineer
Christopher Wilson, Operations
Manager, Los Altos Suburban District,
California Water Company
Los Altos Hill Carl Cahill, City Manager, Floodplain Manager Nichol Bowersox, Public Works Director/
City Engineer
Christine Hoffmann, Assistant Engineer (DPW)
Phil Witt, General Manager Purissima
Hills Water District
Los Gatos WooJae Kim, P.E, Town Engineer
Parks and Public Works, Floodplain Manager
Annamaria Swardenski, Swardenski
Consulting
Milpitas Steven Erickson, City Engineer/Engineering
Director, Floodplain Manager
Kan Xu, Principal Civil Engineer,
Engineering Land Development Section
Brian Petrovic, Associate Civil Engineer
Engineering Land Development Section
Elizabeth Koo, Administrative Analyst, Engineering
Land Development Section
Warren Wettenstein, Chairman of the
Economic Development & Trade
Commission and President of the
Milpitas Chamber
Morgan Hill Maria Angeles, Senior Civil Engineer, Floodplain Manager, CFM
Charlie Ha, Supervising Civil Engineer
Engineering & Utilities Department
Swanee Edwards, City of Morgan Hill
resident
Mountain View Renee Gunn, Senior Civil Engineer, Public Works Department
Gabrielle Abdon, Assistant Engineer, CFM
Kevin Conant, PG&E
Palo Alto Rajeev Hada, Project Engineer, CFM
Public Works Department, Engineering Services
Division, Floodplain Manager
Dan Melick, CERT Volunteer
City of Palo Alto resident
San José Arlene Lew, Principal Engineering Technician
Vivian Tom, Senior Transportation Specialist
Department of Public Works Development Services
Division
Shari Carlet, City of San José resident,
certified Floodplain Manager
Santa Clara Evelyn Liang, Senior Civil Engineer
Falguni Amin, Principal Engineer
Public Works – Engineering
Kevin Moore, Retired City Council
member
Saratoga David Dorcich, PE, QSP/D, Associate Civil
Engineer, Community Development Department,
Floodplain Manager
Rebecca Gallardo, Real Estate Agent
for Intero, a Berkshire Hathaway Affiliate,
servicing all areas of the Bay Area
Sunnyvale Tamara Davis, Senior Management Analyst Jeff Holzman, Director, Real Estate District Development Google
Agnes Veith, City of Sunnyvale resident
Valley Water Trisha Howard, Program Administrator
Paola Giles, Public Information Representative III
Sherilyn Tran, Office of Civic Engagement Unit
Manager
Nikki Rowe, American Red Cross
Attachment 1