A - Draft Amendment — Cupertino City Council, July 19, 2022

THIRD AMENDMENT TO AGREEMENT 149 BETWEEN THE

CITY OF CUPERTINO AND CSG CONSULTANTS INC FOR

CONSTRUCTION MANAGEMENT SERVICES
This Third Amendment to Agreement 149 between the City of Cupertino and CSG Consultants Inc is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and CSG Consultants Inc, a Corporation ("Contractor ") whose address is 550 Pilgrim Dr., Foster City, CA 94404 , and is made with reference to the following:

RECITALS:

On October 22, 2020 Agreement 149 ("Agreement") was entered into by and between City and Contractor for Construction Management Services .

On July 29, 2021, the City and the Contractor entered into a First Amendment to this Agreement.

On December 13, 2021, the City and the Contractor entered into a Second Amendment to this Agreement (hereafter, the Agreement and the First and Second Amendments are collectively referred to as the "Agreement").

The City and the Contractor desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows:

1. Paragraph 3.1 of the Agreement is modified to read as follows: Term: This Agreement begins on the Effective Date and ends on December 31, 2023 ("Contract Time:), unless terminated earlier as provided herein.

2. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will be based upon actual costs but that will be capped so as not to exceed $938,.045.00. ("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 exceeded the capped amount.

3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.

SIGNATURES CONTINUE ON THE FOLLOWING PAGE
1 IN WITNESS WHEREOF , the parties hereto have caused this modification of Agreement to be executed .

CITY OF CUPERTINO CSG CONSULTANTS INC
By __________ _ IUIUt'"J~ahv
By _________ _
Title Title Vice President -----------
Date __________ _ Date Jul 12, 2022

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date __________ _
2 EXPENDITURE DISTRIBUTION
l~ ltem
PO Number Amount
nt 500,000.00
SO #1 SCB Bike L ane Improv Ph 1 (Raaymakers) 2021-229 29,285.00 SO #2 BBF Golf Course & Pool Parking Lot Safety
I
2021-276
I
4,400.00 Net Evaluation (Mosely)
SO#3 VOIDED 0.00
SO #4 - Regnart Creek Trail (Raaymakers) 2021-361 135,410.00 SO #5 Bubb Rd Separated Bikeway Improvements 2021-356 46,200.00 SO #6 VOIDED 2021-415 0.00
!so #7 Regnart Creek Trail (Raaymakers) I 2021-428 187,550.00 SO #8 Regnart Creek Trail Fencing (Johnson) 2022-133 I $36,800.00 I SO #9 Regnart Creek Trail Fencing (Johnson) 2022-164 $73,600.00 SO #10 Regnart Creek Trail (Raaymakers) I 2022-365 I $75,000.00 I SO # 11 BBF Pole Inspection (Mosley) II 2022-397 II $2,640.00 I SO #12 Regnart Creek Trail (Raaymakers) II 2022-437 II $25,000.00 I SO #13 Memorial Park Pond Repurposing Inspection
II
2022-527
II
$65,520.00
I (Hattori)
SO # 14 Homestead-De Anza Signal Mod . (Do) II 2022-536 11 $71,420.00 Amendment #1 II - II 38,045.00
Amendment #2 I I 200,000.00
Amendment #3 I II 200,000 .00
Total Contract Amount II II 938,045.00
3 SECOND AMENDMENT TO AGREEMENT 149 BETWEEN

THE CITY OF CUPERTINO AND CSG CONSULTANTS INC, FOR

CONSTRUCTION MANAGEMENT SERVICES
This Second Amendment to Agreement 149 between the City of Cupertino and CSG Consultantslnc . is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and CSG Consultants Inc, a Corporation ("Contractor") whose address is 550 Pilgrim Dr., Foster City, CA 94404, and is made with reference to the following:

RECITALS:

A. On October 22, 2020, Agreement 149 ("Agreement") was entered into by and between City and Contractor for Construction Management Services .

B. On July 29, 2021, the City and the Contractor entered into a First Amendment to this Agreement (hereafter, the Agreement and the First Amendment are collectively referred to as the "Agreement")
C. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows:

1. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will be based upon actual costs but that will be capped so as not to exceed $738,045 .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.

2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.

REMAINDER OF PAGE INTENTIALL Y LEFT BLANK
[SIGNATURE PAGE TO FOLLOW]
1 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By~
Title Assistant City Manager
Date Dec 13, 2021

APPROVED AS TO FORM
ChnJtOjJlter JJ Je111e11
City Attorney
ATTEST:

City Clerk
Dat Dec 13, 2021
2 CSG CONSULTANTS INC
By //4'F
Title Vice President
Date Dec 13, 2021

EXPENDITURE DISTRIBUTION
I Item II PO Number II Amount I
!original Contract Amount 11 II 500,000.001'
jso #1 SCB Bike Lane Imerov Ph I {Raaymakers } ll2021-229 II 29,285.0~ SO #2 BBF Golf Course & Pool Parking Lot Safety ii2021-276 II 4,400.0~i [Net Evaluation (Mosely) !so #3 VOIDED 11 II o.ooj
!so #4 -Regnart Creek Trail {Raaymakers} 1!2021-361 II 135,410.ool jso #5 Bubb Rd Seearated Bikewa~ Imerovements 1~021-356 II 46,200.0~ jso #6 VOIDED 1~021-415 II o.ool
ISO #7 Regnart Creek Trail {Raa~makers} ll2021-428 1: 187,550.0~ ISO #8 Regnart Creek Trail Fencing {Johnson} 1~022-133 I! $36,800.0~ Jso #9 Regnart Creek Trail Fencing {Johnson} !12022-164 II $73,600.ooli !Amendment #1 11 - Ii 38,045.0~,
!Amendment #2 11 II 200,000.0011
!Total Contract Amount 11 II 738,045.0~
3 CSGCONS-01 MHILL
ACORD " CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DDNYYY)
~ 12/7/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

PRODUCER ~2AA!~cT Melissa Hill
Alliant Insurance Services, Inc. PHONE I FAX
575 Market St Ste 3600 (A/C, No, Ext): (A/C, No):

San Francisco, CA 94105 i0'1,A~~ss: [email protected] INSURER/SI AFFORDING COVERAGE NAIC#
INSURER A : Travelers Property Casualty Company of America 25674 INSURED INSURER B : Arch Insurance Comoanv 11150
CSG Consultants, Inc. INSURER C:
550 Pilgrim Drive INSURER D :

Foster City, CA 94404 INSURER E :

INSURER F:

COVERAGES CERTIFICATE NUMBER· REVISION NUMBER·

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

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1~1: TYPE OF INSURANCE ~.?.Pr\- ~.'!.~f POLICY NUMBER POLICY EFF POLICY EXP LIMITS """no=' A X COMMERCIAL GENERAL LIABILllY EACH OCCURRENCE $ 1,000,000 ~
~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED 1,000,000 X X P-660-5R143841-TIL-21 12/4/2021 12/4/2022 PREMISES (Ea occurrence\ $ ~
MED EXP IAnv one person\ $ 10,000
1,000,000 PERSONAL & ADV INJURY $
~
2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl POLICY 0 :i'f8r D Loe PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident\ $ 1,000,000 X ANY AUTO X X 810-5R143576-21-43-G 12/4/2021 12/4/2022 BODILY INJURY (Per person) $ ~
OWNED
~

SCHEDULED
~

AUTOS ONLY
~
AUTOS BODILY INJURY (Per accident\ $
HIRED NON-OWNED iP~?~&:~di;,~t?AMAGE $ AUTOS ONLY ~ AUTOS ONLY X APD Owned Autos Comp/Coll Ded. 2,000 Only $
A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 5,000,000
~
CUP-7S954134-21-NF 12/4/2021 12/4/2022 5,000,000 EXCESS LIAB CLAIMS-MADE X X AGGREGATE $ DED I X I RETENTION $ 10,000 $
A WORKERS COMPENSATION XI ~ffTuTE I I OTH-

AND EMPLOYERS' LIABILITY ER
Y/N X UB-5R147157-21-43-G 12/4/2021 12/4/2022 $ 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE IT] E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under
E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below B Professional Liab. X PAAEP0008806 12/4/2021 12/4/2022 Ded: $50,000; Agg: 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are included as additional insureds on GL & Auto with Waiver of Subrogation and 30 Day Notice of Cancellation per attached . Waiver of Subrogation on WC and 30 Day Notice of Cancellation on Professional per attached . 30 Day Notice of Cancellation on WC is not available . Waiver of Subrogation on Professional applies .

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.
10300 Torre Avene
Cupertino, CA 95014

AUTHORIZED REPRESENTATIVE
I
~J~~
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: P-660-5R143841-TIL-21

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - WRITTEN

CONTRACTS (ARCHITECTS, ENGINEERS AND

SURVEYORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

1. The following is added to SECTION II - WHO IS
AN INSURED :

Any person or organization that you agree in a
"written contract requiring insurance" to include as
an additional insured on this Coverage Part, but:
a. Only with respect to liability for "bodily injury",
"property damage" or "personal injury"; and
b. If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of "your work" to which the "written contract
requiring insurance" applies. The person or
organization does not qualify as an additional
insured with respect to the independent acts
or omissions of such person or organization.

The insurance provided to such additional insured
is limited as follows:
c. In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by the
"written contract requiring insurance", the in
surance provided to the additional insured
shall be limited to the limits of liability required
by that "written contract requiring insurance".

This endorsement shall not increase the limits
of insurance described in Section Ill - Limits
Of Insurance.
d. This insurance does not apply to the render
ing of or failure to render any "professional
services" or construction management errors
or omissions.
e. This insurance does not apply to "bodily in
jury" or "property damage" caused by "your
work" and included in the "products
completed operations hazard" unless the
"written contract requiring insurance" specifi
cally requires you to provide such coverage
for that additional insured, and then the insur
ance provided to the additional insured ap-
plies only to such "bodily injury" or "property
damage" that occurs before the end of the pe
riod of time for which the "written contract re
quiring insurance" requires you to provide
such coverage or the end of the policy period,
whichever is earlier.

2. The following is added to Paragraph 4.a. of SEC

TION IV - COMMERCIAL GENERAL LIABILITY
CONDITIONS :

The insurance provided to the additional insured
is excess over any valid and collectible "other in
surance", whether primary, excess, contingent or
on any other basis, that is available to the addi
tional insured for a loss we cover. However, if you
specifically agree in the "written contract requiring
insurance" that this insurance provided to the ad
ditional insured under this Coverage Part must
apply on a primary basis or a primary and non
contributory basis, this insurance is primary to
"other insurance" available to the additional in
sured which covers that person or organization as
a named insured for such loss, and we will not
share with that "other insurance". But this insur
ance provided to the additional insured still is ex
cess over any valid and collectible "other insur
ance", whether primary, excess, contingent or on
any other basis, that is available to the additional
insured when that person or organization is an
additional insured under any "other insurance".

3. The following is added to SECTION IV - COM
MERCIAL GENERAL LIABILITY CONDITIONS:

CG D414 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 2 POLICY NUMBER: P-660-5R143841-TIL-21
i. How, when and where the "occurrence"
or offense took place;
ii. The names and addresses of any injured
persons and witnesses; and
iii. The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. If a claim is made or "suit" is brought against
the additional insured, the additional insured
must:
i. Immediately record the specifics of the
claim or "suit" and the date received; and
ii. Notify us as soon as practicable.

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
any provider of other insurance which would
cover the additional insured for a loss we
cover. However, this condition does not affect
whether this insurance provided to the addi
tional insured is primary to that other insur
ance available to the additional insured which
covers that person or organization as a
named insured.

4. The following is added to the DEFINITIONS Sec
tion:
"Written contract requiring insurance" means that
part of any written contract or agreement under
which you are required to include a person or or
ganization as an additional insured on this Cover
age Part, provided that the "bodily injury" and
"property damage" occurs and the "personal in
jury" is caused by an offense committed:
a. After the signing and execution of the contract
or agreement by you;
b. While that part of the contract or agreement is
in effect; and
c. Before the end of the policy period.

Page 2 of 2 ends

POLICY NUMBER: P-660-5R143841-TIL-21

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS

AND SURVEYORS
This endorsement modifies insurance provided under the following:

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

A. Non-Owned Watercraft - 75 Feet Long Or Less
B. Who Is An Insured - Unnamed Subsidiaries
C. Who Is An Insured - Retired Partners, Members,
Directors And Employees
D. Who Is An Insured - Employees And Volunteer
Workers - Bodily Injury To Co-Employees, Co
Volunteer Workers And Retired Partners,
Members, Directors And Employees
E. Who Is An Insured - Newly Acquired Or Formed
Limited Liability Companies
F. Blanket Additional Insured - Controlling Interest
G. Blanket Additional Insured - Mortgagees,
Assignees, Successors Or Receivers

PROVISIONS
A. NON-OWNED WATERCRAFT - 75 FEET

LONG OR LESS

1. The following replaces Paragraph (2) of
Exclusion g., Aircraft, Auto Or Watercraft ,
in Paragraph 2. of SECTION I

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY :
(2) A watercraft you do not own that is:
(a) 75 feet long or less; and
(b) Not being used to carry any person
or property for a charge;

2. The following replaces Paragraph 2.e. of
SECTION II - WHO IS AN INSURED :
e. Any person or organization that, with
your express or implied consent, either
H. Blanket Additional Insured - Governmental
Entities - Permits Or Authorizations Relating To
Premises
I. Blanket Additional Insured - Governmental
Entities - Permits Or Authorizations Relating To
Operations
J. Incidental Medical Malpractice
K. Medical Payments - Increased Limit
L. Amendment Of Excess Insurance Condition -
Professional Liability
M. Blanket Waiver Of Subrogation -When Required
By Written Contract Or Agreement
N. Contractual Liability - Railroads
uses or is responsible for the use of a
watercraft that you do not own that is:
(1) 75 feet long or less; and
(2) Not being used to carry any person
or property for a charge;
B. WHO IS AN INSURED UNNAMED

SUBSIDIARIES
The following is added to SECTION II - WHO IS
AN INSURED :

Any of your subsidiaries, other than a partnership
or joint venture, that is not shown as a Named
Insured in the Declarations is a Named Insured
if:
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in, such
subsidiary on the first day of the policy
period; and
- - ---- - ,a2017 The-Iravelers Indemnity Company, IL!ights-..res~1Yed. e ge 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

POLICY NUMBER: P-660-5R143841 -TIL-21
b. Such subsidiary is not an insured under
similar other insurance.

No such subsidiary is an insured for "bodily
injury" or "property damage" that occurred, or
"personal and advertising injury" caused by an
offense committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.

For purposes of Paragraph 1. of Section II - Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liability company; or
c. A trust;
as indicated in its name or the documents that
govern its structure.

C. WHO IS AN INSURED - RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2. of
SECTION II - WHO IS AN INSURED:

Any person who is your retired partner, member,
director or "employee" that is performing services
for you under your direct supervision, but only for
acts within the scope of their employment by you
or while performing duties related to the conduct
of your business. However, no such retired
partner, member, director or "employee" is an
insured for:
(1) "Bodily injury":
(a) To you, to your current partners or
members (if you are a partnership or
joint venture), to your current members
(if you are a limited liability company) or
to your current directors;
(b) To the spouse, child, parent, brother or
sister of that current partner, member or
director 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 Paragraph (1 )(a)
or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health care
services.

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
Unless you are in the business or occupation
of providing professional health care
services, Paragraphs (1)(a), (b), (c) and (d)
above do not apply to "bodily injury" arising
out of providing or failing to provide first aid
or "Good Samaritan services" by any of your
retired partners, members, directors or
"employees", other than a doctor. Any such
retired partners, members, directors or
"employees" providing or failing to provide
first aid or "Good Samaritan services" during
their work hours for you will be deemed to be
acting within the scope of their employment
by you or performing duties related to the
conduct of your business.
(2) "Personal injury'':
(a) To you, to your current or retired
partners or members (if you are a
partnership or joint venture), to your
current or retired members (if you are a
limited liability company), to your other
current or retired directors or
"employees" 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 current or retired partner,
member, director, "employee" or
"volunteer worker'' as a consequence of
Paragraph (2)(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 Paragraph (2)(a)
or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health care
services.
(3) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or control
of, or over which physical control is
being exercised for any purpose by;
you, any of your retired partners, members
or directors, your current or retired
"employees" or "volunteer workers", any
current partner or member (if you are a
partnership or joint venture), or any current
member (if you are a limited liability
company) or current director.

Page 2 ends

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

POLICY NUMBER: P-660-5R143841-TIL-21
D. WHO IS AN INSURED - EMPLOYEES AND

VOLUNTEER WORKERS - BODILY INJURY

TO CO-EMPLOYEES, CO-VOLUNTEER

WORKERS AND RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2.a.(1) of
SECTION II - WHO IS AN INSURED:

Paragraphs (1)(a), (b) and (c) above do not
apply to "bodily injury" to a current or retired co
"employee" while in the course of the co
"employee's" employment by you or performing
duties related to the conduct of your business, or
to "bodily injury" to your other "volunteer
workers" or retired partners, members or
directors while performing duties related to the
conduct of your business.

E. WHO IS AN INSURED - NEWLY ACQUIRED

OR FORMED LIMITED LIABILITY COMPANIES
The following replaces Paragraph 3. of
SECTION II - WHO IS AN INSURED:

3. Any organization you newly acquire or form,
other than a partnership or joint venture, and
of which you are the sole owner or in which
you maintain an ownership interest of more
than 50%, 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:
(1) Until the 180th day after you acquire
or form the organization or the end
of the policy period, whichever is
earlier, if you do not report such
organization in writing to us within
180 days after you acquire or form it;
or
(2) Until the end of the policy period,
when that date is later than 180 days
after you acquire or form such
organization, if you report such
organization in writing to us within
180 days after you acquire or form it;
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.

For the purposes of Paragraph 1. of Section
II - Who Is An Insured, each such

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
organization will be deemed to be
designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liability company;
or
c. A trust;
as indicated in its name or the documents
that govern its structure.

F. BLANKET ADDITIONAL INSURED

CONTROLLING INTEREST

1. The following is added to SECTION II -
WHO IS AN INSURED:

Any person or organization that has financial
control of you is an insured with respect to
liability for "bodily injury", "property damage"
or "personal and advertising injury" that
arises out of:
a. Such financial control; or
b. Such person's or organization's
ownership, maintenance or use of
premises leased to or occupied by you.

The insurance provided to such person or
organization does not apply to structural
alterations, new construction or demolition
operations performed by or on behalf of such
person or organization.

2. The following is added to Paragraph 4. of
SECTION II - WHO IS AN INSURED:

This paragraph does not apply to any
premises owner, manager or lessor that has
financial control of you.

G. BLANKET ADDITIONAL INSURED

MORTGAGEES, ASSIGNEES, SUCCESSORS

OR RECEIVERS
The following is added to SECTION II - WHO IS
AN INSURED:

Any person or organization that is a mortgagee,
assignee, successor or receiver and that you
have agreed in a written contract or agreement
to include as an additional insured on this
Coverage Part is an insured, but only with
respect to its liability as mortgagee, assignee,
successor or receiver for "bodily injury", "property
damage" or "personal and advertising injury"
that:
a. Is "bodily injury" or "property damage" that
occurs, or is "personal and advertising injury"
caused by an offense that is committed,
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POLICY NUMBER: P-660-5R143841-TIL-21
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of the premises for which that
mortgagee, assignee, successor or receiver
is required under that contract or agreement
to be included as an additional insured on
this Coverage Part.

The insurance provided to such mortgagee,
assignee, successor or receiver is subject to the
following provisions:
a. The limits of insurance provided to such
mortgagee, assignee, successor or receiver
will be the minimum limits that you agreed to
provide in the written contract or agreement,
or the limits shown in the Declarations,
whichever are less.
b. The insurance provided to such person or
organization does not apply to:
(1) Any "bodily injury" or "property damage"
that occurs, or any "personal and
advertising injury" caused by an offense
that is committed, after such contract or
agreement is no longer in effect; or
(2) Any "bodily injury", "property damage" or
"personal and advertising injury" arising
out of any structural alterations, new
construction or demolition operations
performed by or on behalf of such
mortgagee, assignee, successor or
receiver.

H. BLANKET ADDITIONAL INSURED

GOVERNMENTAL ENTITIES - PERMITS OR

AUTHORIZATIONS RELATING TO PREMISES
The following is added to SECTION II - WHO IS
AN INSURED :

Any governmental entity that has issued a permit
or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and
that you are required by any ordinance, law,
building code or written contract or agreement to
include as an additional insured on this
Coverage Part is an insured, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury''
arising out of the existence, ownership, use,
maintenance, repair, construction, erection or
removal of any of the following for which that
governmental entity has issued such permit or
authorization: advertising signs, awnings,
canopies, cellar entrances, coal holes,
driveways, manholes, marquees, hoist away

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
openings, sidewalk vaults, elevators, street
banners or decorations.

I. BLANKET ADDITIONAL INSURED

GOVERNMENTAL ENTITIES - PERMITS

OR AUTHORIZATIONS RELATING TO

OPERATIONS
The following is added to SECTION II - WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law, building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for
"bodily injury", "property damage" or "personal
and advertising injury'' arising out of such
operations.

The insurance provided to such governmental
entity does not apply to:
a. Any "bodily injury", "property damage" or
"personal and advertising injury" arising out
of operations performed for the
governmental entity; or
b. Any "bodily injury" or "property damage"
included in the "products-completed
operations hazard".

J. INCIDENTAL MEDICAL MALPRACTICE

1. The following replaces Paragraph b. of the
definition of "occurrence" in the
DEFINITIONS Section:
b. An act or omission committed in
providing or failing to provide "incidental
medical services", first aid or "Good
Samaritan services" to a person, unless
you are in the business or occupation of
providing professional health care
services.

2. The following replaces the last paragraph of
Paragraph 2.a.(1) of SECTION II - WHO IS
AN INSURED:

Unless you are in the business or occupation
of providing professional health care
services, Paragraphs (1)(a), (b), (c) and (d)
above do not apply to "bodily injury" arising
out of providing or failing to provide:
(a) "Incidental medical services" by any of
your "employees" who is a nurse,
nurse assistant, emergency medical
technician, paramedic, athletic trainer,
audiologist, dietician, nutritionist,

Page 4 of 6 ends

!nc!udes copyrighted material of Insurance Ser,ices Office, Inc. -.·vith its permission.

POLICY NUMBER: P-660-5R143841-TIL-21
occupational therapist or occupational
therapy assistant, physical therapist or
speech-language pathologist; or
(b) First aid or "Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION Ill - LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide "incidental medical
services", first aid or "Good Samaritan
services" to any one person will be deemed
to be one "occurrence".

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I -

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY :

Sale Of Phannaceuticals
"Bodily injury" or "property damage" arising
out of the violation of a penal statute or
ordinance relating to the sale of
pharmaceuticals committed by, or with the
knowledge or consent of the insured.

5. The following is added to the DEFINITIONS
Section:
"Incidental medical services" means:
a. Medical, surgical, dental, laboratory, x
ray or nursing service or treatment,
advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b .,
Excess Insurance , of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS :

This insurance is excess over any valid and
collectible other insurance, whether primary,
excess, contingent or on any other basis,

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
that is available to any of your "employees"
for "bodily injury" that arises out of providing
or failing to provide "incidental medical
services" to any person to the extent not
subject to Paragraph 2.a.(1) of Section II -
Who Is An Insured.

K. MEDICAL PAYMENTS - INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION Ill - LIMITS OF INSURANCE :

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses
because of "bodily injury" sustained by any
one person, and will be the higher of:
a. $10,000 ; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.

L. AMENDMENT OF EXCESS INSURANCE

CONDITION - PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exclusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION -

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a written contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization, but only for payments we make
because of:
a. "Bodily injury" or "property damage" that
occurs; or
b. "Personal and advertising injury" caused by
an offense that is committed;
subsequent to the signing of that contract or
agreement.
---© 201 +he raveler&clndemnity Company . All rights reser:ved. ---~ ~ e 5~6 ___ _ Includes copyrighted mater ial of Insurance Services Office , Inc. with its permission.

POLICY NUMBER: P-660-5R143841-TIL -21
N. CONTRACTUAL LIABILITY - RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;

2. Paragraph f.(1) of the definition of "insured
contract" in the DEFINITIONS Section is
deleted.

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21

Page 6 of 6 ends

Includes copyrighted material of Insurance Services Office, !nc. with its permission .

Policy Number: 810-5R 143576-21-43-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
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 cover age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENT ARY PAYMENTS - INCREASED
LIMITS
F. HIRED AUTO - LIMITED WORLDWIDE COV-

ERAGE - 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 - COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form dur
ing 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 un
til the 180th day after you acquire or form the or
ganization or the end of the policy period, which
ever is earlier.

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

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily in jury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an addi
tional insured is an "insured" for Covered Autos
Liability Coverage, but only for damages to which
I.

USE - INCREASED LIMIT

PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
J. PERSONALPROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
in Section II.

C. EMPLOYEE HIRED AUTO

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

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

2. The following replaces Paragraph b. in 8.5. ,
Other Insurance, of SECTION IV - BUSI
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover
age, the following are deemed to be cov
ered "autos" you own:
(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
an "employee's" name, with your
.....,....._.,,.a.cL!,<!ele..uwndemrmy Comuany. All rights eserved..,__ __ Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Page 1 of 4 ends

Polic y Number: 81 0-5R143576 -21-43-G

COMMERCIAL AUTO
perm,ss,on, while performing duties
related to the conduct of your busi
ness.

However, any "auto" that is leased, hired,
rented or borrowed with a driver 1s not a
covered "auto".

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

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

E. SUPPLEMENT ARY PAYMENTS - INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2),
of SECTION II - COVERED AUTOS LIABIL
ITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds (in
cluding bonds for related traffic law viola
tions) 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 - COVERED AUTOS LIABIL
ITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day be
cause of time off from work.

F. HIRED AUTO - LIMITED WORLDWIDE COV

ERAGE - INDEMNITY BASIS
The following replaces Subparagraph (5) in Para
graph B.7., Policy Period, Coverage Territory,
of SECTION IV - BUSINESS AUTO CONDI
TIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction, em
bargo, or similar regulation imposed by the
United States of America applies to and pro
hibits the transaction of business with or
within such country or jurisdiction, for Cov
ered Autos 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 hability company) or
members of their households.
(a) 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:
(i) You must arrange to defend the "in
sured" against, and investigate or set
tle any such claim or "suit" and keep
us advised of all proceedings and ac
tions.
(ii) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(iv) We will reimburse the "insured" for
sums that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, that the "in
sured" pays with our consent, but
only up to the limit described in Para
graph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
LIABILITY COVERAGE.
(v) We will reimburse the "insured" for
the reasonable expenses incurred
with our consent for your investiga
tion of such claims and your defense
of the "insured" against any such
"suit", but only up to and included
within the limit described in Para
graph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
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.
(b) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess,
contingent or on any other basis.
(c) This insurance is not a substitute for re
quired or compulsory insurance in any
country outside the United States, its ter
ritories and possessions, Puerto Rico and
Canada.

Page 2 of 4 ends

!nc!udes copyrighted material of !nsura11ce Services Office, !nc. with tts permission.

Policy Number: 810-5R143576-21-43-G
You agree to maintain all required or
compulsory insurance in any such coun
try 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 in
surance requirements.
(d) It is understood that we are not an admit
ted or authorized insurer outside the
United States of America , its territories
and possessions, Puerto Rico and Can
ada. 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 0., Deducti
ble, 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 Para
graph A.4.b., Loss Of Use Expenses, of SEC
TION 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 Para
graph A.4.a., Transportation Expenses, of
SECTION Ill - PHYSICAL DAMAGE COVER
AGE:

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

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

Personal Property
We will pay up to $400 for "loss" to wearing ap
parel and other personal property which is:
(1) Owned by an "insured"; and

COMMERCIAL AUTO
(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 Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3., Exclu
sions, 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 in
flate 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 Compre
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; 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 representa
tive prompt notice of the "accident" or "loss" ap
plies only when the "accident" or "loss" is known
to:
(a) You (rt' you are an individual);
(b) A partner (rt' you are a partnership);
(c) A member Of you are a limited liability com
pany);
(d) An executive officer, director or insurance
manager (if you are a corporation or other or
ganization); or
(e) Any "employee" authorized by you to give no
tice of the "accident" or "loss".

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

S. 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 ex
tent 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
20J5 b! aye.JelS...lodemnity Comp§JlY. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy Number : 810-5R143576-21-43 -G

COMMERCIAL AUTO
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 8.2., Con
cealment, Misrepresentation, Or Fraud, of
SECTION IV - BUSINESS AUTO CONDITIONS:

The unintentional om1ss1on of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance. How
ever this provision does not affect our right to col
lect additional premium or exercise our right of
cancellation or non-renewal.

Page 4 of 4 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission . ~
TRAVELERS]

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) -
POLICY NUMBER: UB-5R147157-21 -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 pre- mium.

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 1210412021
Insured
Insurance Company
DA TE OF ISSUE:

Policy No. UB-5R147157-21-43-G Endorsement No.

Premium
Countersigned by ___________ _
ST ASSIGN: Page 1 of 1
POLICY NUMBER: P-660-5R143841-TIL-2 1

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

SCHEDULED ADDITIONAL INSURED - WRITTEN

CONTRACT (ARCHITECTS, ENGINEERS AND

SURVEYORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
NAME OF PERSON(S) OR ORGANIZATION(S):

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

SCHEDULE
PROJECT/LOCATION OF COVERED OPERATIONS:

PROVISIONS

1. The following is added to SECTION II - WHO IS
AN INSURED:

The person or organization shown in the Sched
ule above is an additional insured on this Cover
age Part, but:
a. Only with respect to liability for "bodily injury",
"property damage" or "personal injury"; and
b. If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of "your work" to which the "written contract
requiring insurance" applies. The person or
organization does not qualify as an additional
insured with respect to the independent acts
or omissions of such person or organization.

The insurance provided to such additional insured
is limited as follows:
c. In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by the
"written contract requiring insurance", the in-
surance provided to the additional insured
shall be limited to the limits of liability required
by that "written contract requiring insurance".

This endorsement shall not increase the limits
of insurance described in Section Ill - Limits
Of Insurance.
d. This insurance does not apply to the render
ing of or failure to render any "professional
services" or construction management errors
or omissions.
e. This insurance does not apply to "bodily in
jury" or "property damage" caused by "your
work" and included in the "products
completed operations hazard" unless the
"written contract requiring insurance" specifi
cally requires you to provide such coverage
for that additional insured, and then the insur
ance provided· to that additional insured ap
plies only to such "bodily injury" or "property
damage" that occurs before the end of the pe
riod of time for which the "written contract re
quiring insurance" requires you to provide
such coverage or the end of the policy period,
whichever is earlier.

2. The following is added to Paragraph 4.a. of SEC

TION IV - COMMERCIAL GENERAL LIABILITY
CONDITIONS :

The insurance provided to the additional insured
shown in the Schedule above is excess over any
valid and collectible "other insurance", whether
primary, excess, contingent or on any other basis,
that is available to the additional insured for a loss
we cover. However, if you specifically agree in the
"written contract requiring insurance" that this in
surance provided to the additional insured under
this Coverage Part must apply on a primary basis
or a primary and non-contributory basis, this in
surance is primary to "other insurance" available
to the additional insured which covers that person
or organization as a named insured for such loss,
and we will not share with that "other insurance".

But this insurance provided to the additional in
sured still is excess over any valid and collectible
"other insurance", whether primary, excess, con
tingent or on any other basis, that is available to
the additional insured when that person or or
ganization is an additional insured under any
"other insurance".

3. The following is added to SECTION IV - COM
MERCIAL GENERAL LIABILITY CONDITIONS:

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-4-21
b. If a claim is made or "suit" is brought against
the additional insured, the additional insured
must:
i. Immediately record the specifics of the
claim or "suit" and the date received; and
ii. Notify us as soon as practicable.

The additional insured must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.
c. The additional insured must immediately send
us copies of all legal papers received in con
nection with the claim or "suit", cooperate with
us in the investigation or settlement of the
claim or defense against the "suit", and oth
erwise comply with all policy conditions.
d. The additional insured must tender the de
fense and indemnity of any claim or "suit" to
any provider of other insurance which would
cover the additional insured for a loss we
cover. However, this condition does not affect
whether this insurance provided to the addi
tional insured is primary to that other insur
ance available to the additional insured which
covers that person or organization as a
named insured.

4. The following is added to the DEFINITIONS Sec
tion:
"Written contract requiring insurance" means that
part of any written contract or agreement with the
person or organization shown in the Schedule
above, under which you are required to include
that person or organization as an additional in
sured on this Coverage Part, provided that the
"bodily injury" and "property damage" occurs and
the "personal injury" is caused by an offense
committed:
a. After the signing and execution of the
contract or agreement by you;
b. While that part of the contract or agree
ment is in effect; and
c. Before the end of the policy period.

Page 2 of 2 ends

POLICY NUMBER: P-660-5R143841 -TIL-21 ISSUE DATE: 12-4-21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

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

ALL COVERAGE PARTS INCLUDED IN THIS POLICY
CANCELLATION:

PERSON OR
ORGANIZATION:

City of Cupertino
ADDRESS:

Attn: Winnie Pagan/ City of Cupertino
10300 Torre Avene
Cupertino, CA 95014

PROVISIONS

SCHEDULE
Number of Days Notice: ____ 30 ____ _
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.

THE CITY OF CUPERTINO AND CSG CONSULTANTS INC, FOR

CONSTRUCTION MANAGEMENT SERVICES
This First Amendment to Agreement 149 between the City of Cupertino and CSG Consultants Inc. is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and CSG Consultants Inc, a Corporation ("Contractor") whose address is 550 Pilgrim Dr., Foster City, CA 94404, and is made with reference to the following:

RECITALS :

A. On October 22, 2020, Agreement 149 ("Agreement") was entered into by and between City and Contractor for Construction Management Services.

B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE , it is mutually agreed by and between and undersigned parties as follows:

1. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will be based upon actual costs but that will be capped so as not to exceed $538,045 .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.

2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.

REMAINDER OF PAGE INTENTIALL Y LEFT BLANK
[SIGNATURE PAGE TO FOLLOW]
1 IN WITNESS WHEREOF , the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
Bygr~ Larwn,
Title Interim City Manager
Date Jul 29, 2021

APPROVED AS TO FORM
CltnJtgdter JJ. Je11Je11
City Attorney
ATTEST :
~~
City Clerk
Date Jul 29, 2021

CSG CONSULTANTS INC
By~
Title Vice President
Date Jul 16, 2021
2 EXPENDITURE DISTRIBUTION
Ii Item l PO Number II Amount I
!Original Contract Amount I 11 500,000.09
1SO #1 SCB Bike Lane lmprov Ph 1 (Raaymakers) ]!2021-229 II 68,860.0 9 'so #2 ~BF Golf Course & Pool Parking Lot Safety Net 1,2021_276 ,Evaluat10n (Mosely) JI
8,800.0~
SO #3 Regnart Creek Trail & Fence Construction 12021-300 I!
199,170.0~ Management (Stillman)
!so #4 - not used I 11 0.09
!so #5 Bubb Rd Seearated Bikeway Improvements 12021-356 II 46,200 .09 !SO #6 CIP Prelim Planning - Memorial Ponds j2021-415 II 800.09 !so #7 for Regnart Creek Trail j'2021-428 II 187,550.09 /Amendment #1 I - II 38,o4s.og
/Total Contract Amount I --- II 538,o4s .og
3 CSGCONS-01 MHILL
ACORD
4 CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
~ 12/18/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

PRODUCER ~~~i~cT Melissa Hill
Alliant Insurance Services, Inc . PHONE I FAX
575 Market St Ste 3600 (A/C, No, Ext): (A/C, No):

San Francisco, CA 94105 ii%A~kss , [email protected] INSURERCSI AFFORDING COVERAGE NAIC#
INSURER A : Travelers Property Casualty Company of America 25674 INSURED INSURER B : Travelers lndemnitv Comoanv of America 25666 CSG Consultants, Inc., Precision Inspection INSURER c :Arch Insurance Comoanv 11150 Company, Inc. 550 Pilgrim Drive INSURER D :

Foster City, CA 94404 INSURER E:

INSURER F :

COVERAGES CERTIFICATE NUMBER· REVISION NUMBER·

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

INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS I Tl> •••en OAMn .. ..

A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f-------
~ CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED
X X 660-5R143841-TIL-20 12/4/2020 12/4/2021 PREMISES IEa occurrence) $ 1,000,000 ~
MED EXP /Anv one oerson\ $ 10,000

PERSONAL & ADV INJURY
~
$ 1,000,000
2,000,000 GEN'L AGGR EGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl PoLlcY [K] ~f8r □ LOG PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 IEa accident' $ X ANY AUTO X X 810-5R 143576-20-43-G 12/4/2020 12/4/2021 BODILY INJURY /Per person) $ ~
OWNED
~

SCHEDULED
~

AUTOS ONLY
~
AUTOS BODILY INJURY /Per accident) $
HIRED ~8~o'§'1JiJE~ Fpf;.?~tc~d\it? AMAG E $ AUTOS ONLY ~ X APD Owned Autos Comp/Coll Ded . 2,000 Onlv $
B X UMBRELLA LtAB M OCCUR EACH OCCURRENCE $ 1,000,000
~
ZUP-61 N34906-20-NF 12/4/2020 12/4/2021 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGAT E $ DED I I RETENTION$ $
A WORKERS COMPENSATION X I ~¥f Tl ITE I I OTH-

AND EMPLOYERS ' LIABILITY ER
Y/N UB-5R147157-20-43-G 12/4/2020 12/4/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [fil E.L. EACH ACCID ENT $ OFFICER/MEMBER EXCLUDED? N/A
1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liab . PAAEP0008805 12/4/2020 12/4/2021 $5,000,000 Agg; Ded : 50,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City, its City Council, boards and commissions, officers, employees and volunteers are named as additional insured as respects General, Auto, and Umbrella Liability policy(ies) per attached endorsements, pursuant to and subject to the policy's terms, definitions , conditions and exclusions. Waiver of Subrogation applies to additional insureds, as respects General, Auto Liability policy(s) per attached endorsements , pursuant to and subject to the policy 's terms, definitions , conditions and exclusions .

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.
10300 Torre Ave.

Cupertino, CA 95014

AUTHORIZED REPRESENTATIVE
I JJ~~
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION . All rights reserved .

The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 660-5R143841-TIL-20

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12- 04- 20
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

SCHEDULED ADDITIONAL INSURED - WRITTEN

CONTRACT (ARCHITECTS, ENGINEERS AND

SURVEYORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
NAME OF PERSON(S) OR ORGANIZATION(S):

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

SCHEDULE
PROJECT/LOCATION OF COVERED OPERATIONS:

PROVISIONS

1. The following is added to SECTION II - WHO IS
AN INSURED:

The insurance provided to such additional insured
is limited as follows:
c. In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
,exceed the limits of liability required by the
"written contract requiring insurance", the in-
surance provided to the additional insured
shall be limited to the limits of liability required
by that "written contract requiring insurance".

This endorsement shall not increase the limits
of insurance described in Section Ill - Limits
Of Insurance.
d. This insurance does not apply to the render
ing of or failure to render any "professional
services" or construction management errors
or omissions.
e. This insurance does not apply to "bodily in
jury" or "property damage" caused by "your
work" and included in the "products
completed operations hazard" unless the
"written contract requiring insurance" specifi
cally requires you to provide such coverage
for that additional insured, and then the insur
ance provided to that additional insured ap
plies only to such "bodily injury" or "property
damage" that occurs before the end of the pe
riod of time for which the "written contract re
quiring insurance" requires you to provide
such coverage or the end of the policy period,
whichever is earlier .

COMMERCIAL GENERAL LIABILITY

2. The following is added to Paragraph 4.a. of SEC

TION IV - COMMERCIAL GENERAL LIABILITY
CONDITIONS:

3. The following is added to SECTION IV - COM
MERCIAL GENERAL LIABILITY CONDITIONS:

Duties Of An Additional Insured
As a condition of coverage provided to the addi
tional insured:
a. The additional insured must give us written
notice as soon as practicable of an "occur
rence" or an offense which may result in a
claim. To the extent possible, such notice
should include:
i. How, when and where the "occurrence"
or offense took place;
ii. The names and addresses of any injured
persons and witnesses; and
iii. The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. If a claim is made or "suit" is brought against
the additional insured, the additional insured
must:
i. Immediately record the specifics of the
claim or "suit" and the date received; and
ii. Notify us as soon as practicable.

Page 2 of 2 ends

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 .

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 during 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 Indemn ity Company . All rights reserved . Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion Policy# 81 0-5R143576-2 0-43-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 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 materia l of Insurance Services Office, Inc. with its permission 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 .... 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

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

Person or Organization

ANY PERSON OR ORGAN IZATIO N FOR WHICH

THE INSURED HAS AGREED BY WRITTEN

CONTRACT EXECUTED PRIOR TO LOSS TO
FURN ISH 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 Effect ive 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
I
CSG Amendment for Construction Management
Services
Final Audit Report 2021-07 -29
Created: 2021-07-15
By: City of Cupertino (webmaster@cupertino .org)
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 (aracelia@cupertino .org) 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 (nourdin@csgengr .com) Signature Date: 2021-07-17 - 1 :32:59 AM GMT - Time Source: server- IP address: 107.77.211 .162 g Document emailed to minner@smwlaw .com for signature
2021-07-17- 1:33:02 AM GMT
~ City of Cupertino (webmaster@cupertino .org) replaced signer minner@smwlaw .com with Christopher D. Jensen ([email protected])
2021-07-27 - 2:21 :20 PM GMT- IP address: 216.198.111.214 ~Vl"fil fTINO
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 (christopherj@cupertino .org) 2021-07-27 - 2:51 :12 PM GMT- IP address : 104.47.73.126 0'@ Document e-signed by Christopher D. Jensen (christopherj@cupertino .org) 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 (gregl@cupertino .org)
2021-07-27 - 11 :53:17 PM GMT- IP address : 104.47.73.254 0'@ Document e-signed by Greg Larson (gregl@cupertino .org) 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 (kirstens@cupertino .org) 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

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:
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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 Manag ement 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
------ -<cc0nstm€ti0naManagement,Ser.vaices.2020,20,,_.,_ ________________ _ age 2 of 9 dev elopment 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.

Constructi on Manage men t 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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Pag 01-9
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 substantiall y 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.

Construct ion Management Services 2020-2022
Exhibit A-Scope of Services

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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 compl y 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
i-------- -<,,;e-nst-ruction Management-Services 2020..2022~----- ---------- ____ _._,ag o 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.

Constru ction Manage ment Services 2020-2022
Exhibit A-Scope of Services

Page 7 of 9 ends

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
!--------- --1cc-onstmai0n.Management.£eor iGes.202Cb20, .... -.._ ____ _ __ Page8ol9 _____ _ 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.

Cons truction Management Services 2020-2022
Exhibit A-Scope of Services

Page 9 of 9 ends

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 unles s 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 Consultant s, Inc.

Constru ction Managemen t Services 2020-22
Exhibit A-Compensation Page
1 of 2

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 PWinvoices @Cupertino.org 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 Consultant s, Inc.

Construction Management Services 2020-22
Exhibit A-Compensation

Page 2 of 2 ends

Revised : July 13, 2020 - Public Works Contracts
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.
1 Revised: July 13, 2020 - Public Works Contracts

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 Revised: July 13, 2020 - Public Works Contracts
personnel to work from home to the extent possible. Avoid all non-essential travel. Do not stack trades if possible.

9. Frequent Cleaning. Provide fo r 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 ------------------------
Revised: July 13, 2020 - Public Works Contracts
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
4 Santa Clara County
PUBL!C
HEAL: H

MANDATORY
DIRECTIVE:

Construction
Projects
Effective July 13, 2020
sccgov.org/coronavirus
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
The Order Issued July 2
The Order impose s 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 .

Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page2 of 12 • 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 .

Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 3 of12 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;
Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 4 of 12

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 .

Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 5 of12 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 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.

Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 7 of 12 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 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 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:

Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 10 of12

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 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 .

Mandatory Directive for Construction Projects (Order issued July 2, 2020) Page 12 of12

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

Page 1 of 1 ends

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:

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

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 non contributory," 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 employe es).

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 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.

Insurance Requirements for Professional/Specialized Services Agreement Version: Sept. 2019 2 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.

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] .com 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

INSR ADDL SUBR
,~m-J%~1 ,~~rJ%~1 LTR TYPE OF INSURANCE IIJ~n \1\1\/n POLICY NUMBER 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 INJUR Y $1,000,000 -
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ □ PRO- DLoc PRODUCTS - COMP/OP AGG $2,000,000 POLICY JECT 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 INJUR Y (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 OTH- No Ded ER 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
N,.b I
© 1988-2015 ACORD CORPORATION. All ;ights ;eserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 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.

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

U-GL-1345-B CW (04/13)

Page 1 of 12 ends

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:

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

U-GL-1345-B CW (04/13)

Page 2 of 12 ends

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

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

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

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

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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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age ,of 12•----
Includes copyrighted material of Insurance Services Office, Inc., with its permission. (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 short term 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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Includes copyrighted material of Insurance Services Office, Inc., with its permission .

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.

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

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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. Deductib le 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.

U-CA-42.i-D CW (8105)

Page 3 of 3 ends

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 agreement 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 indi rectly 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 Insu red has agreed by written contract to furn ish 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$
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
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 (aracelia@cupertino .org) 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 (nourdin@csgengr .com) 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 (minner@smwlaw .com) 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 (minner@smwlaw .com) Signature Date: 2020-10-22 - 4:05:29 PM GMT - Time Source: server- IP address: 52.39.49.65 I
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'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
'El Email viewed by Kirsten Squarcia (kirstens@cupertino .org) 2020-10-22- 5:29:35 PM GMT- IP address: 104.47.73.126
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
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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 (aracelia@cupertino .org) 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 (nourdin@csgengr .com) 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 (christopherj@cupertino .org) 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
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'El Email viewed by Kirsten Squarcia ([email protected]) 2021-12-14-4:22 :27 AM GMT- IP address : 104.28.124.179 ~ 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 .
2021-12-14- 5:59:17 AM GMT
I
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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
~ Document created by City of Cupertino (webmaster@cupertino .org) 2022-07-12- 5:20:08 PM GMT- IP address: 35.229.54.2
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 nourdin@csgengr .com for signature 2022-07-12- 5:22:07 PM GMT
~ Email viewed by [email protected]
2022-07-12 - 6:02:04 PM GMT- IP address: 96.95.197.225
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 .
2022-07-12 - 6:02:45 PM GMT
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Cupertino City CouncilJuly 19, 2022

Cupertino City Council
July 19, 2022