Cupertino City Council
January 22, 2025

Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

PROFESSIONAL/CONSULTING SERVICES AGREEMENT

1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and ADVANCED SYSTEMS GROUP (“Contractor”), a for Design & Implementation for Modernization of Broadcast TV & Community Hall Integration, and is effective on the last date signed below (“Effective Date”).

2. SERVICES

2.1 Contractor agrees to provide the services a nd perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19.

2.2 Contractor’s duties and serv ices under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City.

The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

3. TIME OF PERFORMANCE

3.1 This Agreement begins on the Effective Da te and ends on August 30, 2027 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by August 30, 2027. The City’s appropriate department head or the City Manager ma y extend the Contract Time thr ough 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 Serv ices in accordance with the Schedule of Performance, attached and incorporated here Exhibit B.

3.3 Time is of the essence for the performance of all the Se rvices. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time.

ATTACHMENT A
Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

4. COMPENSATION

4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual cost s but that will be capped so as not to exceed $1,100,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expens es and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra wo rk or payment is permitted without prior written approval of City.

4.2 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding mont h. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely subm it a complete and accura te payment requisition relieves City of any further payment or other obligations under the Agreement.

5. INDEPENDENT CONTRACTOR

5.1 Status. Contractor is an independen t contractor and not an em ployee, partner, or joint venture of City. Contractor is solely responsib le for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contract or 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 cert ified 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 sh all not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent ju risdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would othe rwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above.

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 c ontain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contra ctor and use it only to pe rform 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, speci fication, data, record, document, or other information or work, in any me dium (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 Wo rk 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 Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

Product, on recycled paper and copied on both sides, except for one single-sided original.

8. RECORDS

Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepte d accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment.

Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreem ent, including but not limited to correspondence between Contractor and any thir d party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided.

9. ASSIGNMENT

Contractor shall not assign, subleas e, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be un reasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity.

10. PUBLICITY / SIGNS

Any publicity generated by Contractor for the proj ect under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhi bited 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 commis sions, officers, officials, employees, agents, servants, volunteers, and consu ltants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all li ability, damages, claims, actio ns, causes of action, demands, charges, losses, costs, and expens es (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of ev ery nature, arising direct ly 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; Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

(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 provisi on. 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 th e defense of a claim, dispute, or lawsuit arising out of this Agreement.

11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied ri ght 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, or a purchase order, or other transaction.

11.5 Contractor agrees to obtain executed indemnit y 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 th is Agreement.

Failure of City to monitor compliance with thes e 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 Requi rements, attached and incorporated here as Exhibit D , and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreem ent until City approves receipt of satisfactory certificates of insurance and endorsements evid encing 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, purc hasing 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 lo cal, state, and federal laws and regulations applicable to this Agreement. Contract or will promptly notify City of changes in the law or other conditions that may af fect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment auth orization of employees performing the Services, as required by the Immigration Reform and Control Act.

13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws.

Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national or igin, ethnicity, handicap, disabili ty, 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 pr ohibiting harassment and discrimination, Contractor understands that hara ssment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision.

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 w ho 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 Cali fornia 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 de fined 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 Teri Gerhardt as the City’s representative for all purposes under this Agreement, w ith authority to oversee the progre ss 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, Contract or assigns John Shike as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Cont ractor’s Project manage r is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under th e Scope of Services. City written approval is required prior to substituting a new Representative.

15. ABANDONMENT OF PROJECT

City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

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 rendere d through the date of terminati on, 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 Stat e of California. Any laws uits filed related to this Agreement must be filed wi th the Superior Court for the C ounty of Santa Clara, State of California. Contractor must co mply with the claims filing re quirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact.

18. ATTORNEY FEES

If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a ju dgment 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), eith er oral or written, between the Parties. Any modification of this Ag reement 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 th is 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 w ill collaborate to implement this Section, as Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

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 th eir application to a particular situation, is found by the court to be void, invalid, illegal, or unenfor ceable, 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 situati ons shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent.

25. SURVIVAL

All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Mate rials/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: Teri Gerhardt
Email: [email protected]

To Contractor: ADVANCED SYSTEMS
GROUP
1226 POWELL STREET

EMERYVILLE CA 94608

Attention: John Shike
Email: [email protected]

27. EXECUTION

The person executing this Agreem ent 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 Cont ractor. 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.

Design & Implementation for Modernization of Broadcast TV & Community Hall Integration

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

CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation

By By

Name Name

Title Title

Date Date

APPROVED AS TO FORM:

CHRISTOPHER D. JENSEN
Cupertino City Attorney

ATTEST:

KIRSTEN SQUARCIA
City Clerk

Date
1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com December 3, 2024 The City of Cupertino Attn: Teri Gerhardt, CGCIO City Hall 10300 Torre Avenue Cupertino, CA 95014-3255 Dear Teri & Team, Thank you for the opportunity to submit the enclosed response to your Request for Proposal. We are excited to be part of this project and believe that Advanced Systems Group, LLC (ASG) can offer the knowledge, products and services needed to effectively implement the technology solutions planned for your project. Our proposal addresses the needs you identified in the RFP. It also provides you with an overview of our capabilities and experience and outlines how ASG can make it easier for you to meet your objectives. ASG is known for building successful partnerships with our clients and we look forward to proving ourselves, once again, to your team. We know we can make a difference through our understanding of how your teams work and by using those in-sights to effectively implement the project. We look forward to the opportunity to review our proposal with you in detail and move this project forward. Please feel free to contact us should you have any questions. Sincerely, Michele Ferreira Vice President, Systems Integration & Support Advanced Systems Group. LLC [email protected]

2 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com CITY OF CUPERTINO CONSULTING SERVICES FOR THE DESIGN AND IMPLEMENTATION FOR MODERNIZATION OF BROADCAST TV AND COMMUNITY HALL INTEGRATION Teri Gerhardt, CGCIO CITY HALL • 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 August 23, 2024 Revised December 16, 2024 Prepared by: Mark Warner and John Shike 3 | Page
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OVERVIEW
This proposal identifies the services and activities to be performed by ASG (and/or others as identified herein) relative to the solution for The City of Cupertino (The City). The ser- vices, activities, and responsibilities described within the following sections herein charac- terize the full set of deliverables for this project, thus constitutes the working agreement between ASG and The City of Cupertino. Every effort has been made to identify the scope of the project based on information made available during the engagement to create the scope of work (SOW).

ASG has added to this proposal the cost of the requested lighting upgrades. See Appen- dix A.

ASG has more than 600 employees worldwide with the largest concentrations in San Francisco Bay Area and Southern California. Our company runs in four business units:

Physical System Integration, Workflows and Tools, Managed Services and Software and Cloud defined systems.

PHASE I: NEEDS ANAL YSIS APPROACH
Based on Exhibit A scope of work provided by City of Cupertino, the following services are being requested by the City: the following services are being requested by The City:

The City is in need of consultation services and future design and installation of equip- ment to be defined within the consultation phase (Phase 1).

To address these issues, ASG will provide the following:
• Project management for coordination between ASG and The City. • ASG Discovery: (4 days on site)
ASG will provide The City with subject matter experts in sufficient numbers to gather infor- mation.

ASG will conduct a thorough assessment of the existing broadcast and facility integrated systems, facility equipment, including video cameras, lighting, and the raising and lower- ing of blinds.

Through examination and discussion with operators and stake holders we will identify cur- rent capabilities, limitations, and areas needing improvement.

ASG will review current delivered system drawings and verify their accuracy and viability for reuse in a new system based on the NDI protocol.

ASG will document all existing equipment, software, and workflows.

EXHIBIT A
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ASG will engage with key stakeholders, including city staff, council members, and tech- nical personnel.

ASG will gather requirements, expectations, and suggestions for the new system.

ASG will conduct workshops and interviews to understand the needs and goals of various user groups.

Schedule:
• Each phase schedule to be determined and agreed upon by both parties. • Day one: meet with representatives from The City and tour the site. • Day two: Workshops with all stakeholders.
• Day three and four: Separate into groups and perform a detailed examination of the facility.

ASG will then spend 3 weeks compiling our findings from the evaluation and consulta- tions.

ASG will conduct regular 30-minute meetings twice a week with stakeholders during the 3 week period for information exchange between groups.

During the 3-week period ASG will create a detailed needs analysis report outlining the re- quirements for the new broadcast and integration system.

The report will include:
• Recommendations for system features, capabilities, and improvements. • Recommendations for equipment to be reused from the existing system when pos- sible. (This determination will be based on age, upgradeability, compatibility and usefulness).
• Deliver Needs Analysis report to The City and conduct a final review of the report with The City to ensure that all objectives are met.

PHASE II: DESIGN AND DEVELOPMENT APPROACH
At ASG we understand the compelling cloud and NDI advantages, we partner with validated cloud and network technology providers, and we provide support as your partner in all as- pects of your cloud and video over IP journey. Our team has been at the forefron t of NDI and 2110 remote platform implementation. Our engineers excel in:
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v NDI and Cloud Design
v Platform Deployment
v Infrastructure as a Service
v Application Engineering
v Workflow Optimization
Our solutions architects and engineers will design the optimal workflow for your needs.

Whether full cloud, hybrid cloud, or on-premises our teams provide conceptual design, de- tailed design, system validation, deployment, and comprehensive documentation.

With our professional services, always -on consulting, training, and our support contracts, our goal is to ensure your cloud journey is successful by providing ongoing engagement and unprecedented expertise.

I.The first part of the process is to return to the The City of Cupertino Team a conceptual design based on the Needs Analysis and discussions between ASG and The City of Cu- pertino in a kick-off and design charette. This design will be refined, and budget discus- sions will be held such that both parties are aware of how the new system will be inte- grated into the existing system. ASG will assign a Project Manager to facilitate the discus- sions and maintain a schedule.

II.ASG will produce a detailed budget that will be approved by the The City of Cupertino as the basis for moving forward with the overall project. At this stage, most of the equipmen t
needs will be included in the budget.

III.After budget approval, the Approval Design drawing set will be created. During this phase it may be discovered that small necessary components are required to “glue” the old and new systems together and may need to be added. Once discoveries are made, ASG will forward the information to The City of Cupertino for approval and discussions will take place as to the options that are available. The approval of this set of documents will coin- cide with the approval of the final budget for the project.

SYSTEM DESIGN DELIVERABLES
• Develop a comprehensive design for the new broadcast and facility integration system. (Detailed Design Drawings, and BOM) • Proposed Crestron design changes and begin code revisions upon approval. • Ensure the design supports NDI technology and integrates all required subsystems (lighting, HVAC, cameras, Dais electronics, etc.). • Create detailed schematics and diagrams for the proposed system architecture. Define technical specifications for all hardware and software components.
• Specify requirements for video quality (HD and 4K), audio quality, storage, network infrastructure, and control interfaces.
• Ensure compatibility with existing infrastructure where necessary. 6 | Page
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• Develop a project plan outlining the steps for implementation, testing, and transition. Including timelines, milestones, and resource requirements.

Address risk management, quality assurance, and contingency plans. • Prepare the necessary documentation for vendor bids.
• Evaluate and select vendors for the supply of hardware, software, and implementation services.
• Produce a Customer Furnished Equipment (CFE) in collaboration with stakeholders.
• Ensure vendors meet the technical and operational requirements outlined in the design
.
v Deliver 100% Design Documentation and final agreed to budget.

PHASE III: IMPL EMENTATION TESTING AND TRANSITION
I.Once approved, the Detailed Design Drawings will be created from the Approval Design set and equipment contained in the Approval set will be ordered. Final timelines will be set between ASG and The City of Cupertino and the project will be in full swing.

II.Installation dates will follow the timelines and installers will red-line any required changes in the Detailed Design Drawings. Deviation in timelines and changes in the Approved De- sign drawings will be coordinated through the ASG Senior Project Manager and ASG Sen- ior Engineering to ensure that what was designed will not be compromised by the re- quested changes. Any The City of Cupertino based changes will follow the agreed upon change order procedure.

III.After commissioning of the system, ASG will receive the red-lined Detailed Design draw- ing set and produce the final As-Built drawings. Drawings will be provided in electronic format (PDF).

INSTALLATION DETAILS:

Procurement and Installation
• ASG’s procurement team will oversee the procurement of all hardware and software components based on the agreed to bill of materials. • Project management will coordinate the installation of the new system, ensuring minimal disruption to ongoing operations.
• Our installation team will do the physical installation of the new system and ASG engineers will supervise the integration of subsystems within the Community Hall.

System Configuration and Testing
• ASG engineers along with select teams from manufacturers will configure the new system according to the design specifications.
• All systems will be thoroughly tested to ensure all components function correctly and meet performance standards.
• We will perform end-to-end tests, including live broadcasting and facility integration tests.
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1226 Powell Street Emeryville, CA 94608
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Training and Documentation
• ASG teams will provide comprehensive training for city staff on the operation and features of the new system.
• User manuals, technical documentation, and training materials will be provided.
• Conduct hands-on training sessions and workshops.

Transition and Go-Live Support
• Facilitate a smooth transition from the old system to the new system. • Provide go-live support to address any issues that arise during the initial phase of operation.
v Monitor system performance and make necessary adjustments to ensure optimal functionality.

Post-Implementation Support
• Implement ongoing monitoring and support services.
• Establish a support plan for maintenance, updates, and troubleshooting. • Ensure the system remains scalable and adaptable to future needs.

PROJECT ACTIVITIES
The objectives of this engagement are the following:

Project Management Activities
Provide a single point of contact for all project management, delivery, and support activi- ties.

Participate in regularly scheduled stakeholder and implementation status meetings.

Coordinate and manage all implementation activities of the project delivery team includ- ing:
• Planning and Preparation Phase.
• Component Staging and Deployment.
• Interfacing with Customer’s stakeholders and project personnel to communi- cate implementation status.
• Develop and maintain implementation timeline and resource schedules.

Engineering Activities
• Collaborate with Customer during the planning and preparation phase. 8 | Page
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• Develop Approved Drawing set documentation.
• Collaborate with Customer on an installation plan.
• Participate in regularly scheduled stakeholder and implementation status meetings.
• Participate in deployment, installation, and basic test of system.

DEPLOYMENT TASKS
The ASG team will assign tasks to facilitate an efficient installation. These tasks will be broken down by type:
• Coordination/Implementation
• Staging
• Deployment

COORDINATION/IMPLEMENTATION
Project coordination services provide oversight of the organization, direction and control of all project-related efforts required to complete the implementation as defined herein. The ASG Project Manager will manage the ASG components of the project. Status meet- ings/conference calls will typically be driven by the ASG Project Manager.

ASG Responsibilities
During the project, the Project Manager will be responsible for:
• Scheduling ASG resources.
• Coordinating required Customer resources and associated tasks (if applica- ble).
• Procurement, staging and delivery of any ASG purchased equipment or ma- terials.
• Planning installation activities using the agreed upon timeline as a guide. • Acting as a single point of contact for customer inquires including changes, issue escalation, and acceptance activities.
• On-site project management of installation team’s activities as necessary. • Coordinate with other subcontractors.
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Customer Responsibilities
• Designate a single point of contact and a backup contact for all ASG inquir- ies.

STAGING
The below table outlines the responsibilities of ASG and Customer during staging:

ASG Responsibilities
• Verify equipment against list of materials (LOM) provided by The City. • Confirm customer furnished equipment ( CFE) equipment against Build -to drawing set.
• Unpack and assemble devices.
• Prepare cabling for pulls.

Customer Responsibilities
• Receive, verify inventory and record serial numbers for the product at the on-site staging location and submit these records to ASG prior to their arrival on site. It is expected that all of the equipment has been verified to ensure that ASG installers will begin installation immediately upon arrival. • Provide a locked secure location for equipment as it arrives on site. • Provide ASG with LOM as ordered.
• Maintaining security of the equipment and materials on site is always the sole responsibility of the customer.
• Provide input to ASG for the development of configuration documentation.

DEPLOYMENT
The below table outlines the responsibilities of ASG and the Customer to ensure success- ful system deployment:

ASG Responsibilities
• Confirm the site is ready and “dust free” by the customer and that the building is ready for the installation.
• Install and connect the products to the customer -provided facilities at t he agreed upon demarcation points in accordance with the Approved Drawi ng Set.
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• Troubleshoot hardware failures relating to the installation of the product. • Provide necessary engineering and operational training on installed system. • Provide technical support for the on -site engineers during installation and basic testing.
• Provide initial workflow development, and documentation (user tech guide).

Customer Responsibilities
• Identify a coordinator responsible for the services at Customer site. • Prepare the Customer site in accordance with the site readiness recommen- dations. ASG shall not proceed with the product installation until such modi- fications and changes are made.
• Installation Site Conditions: Where applicable, all preparation in the rooms in which equipment shall be installed shall be complete before equipment installation begins walls shall be painted, papered or otherwise coated; ceil- ings and floor coverings shall be properly and appropriately installed; per- manent electrical power and lighting shall be properly and appropriately in- stalled and fully operational.
• When required, order and install any data or external video circuits prior to the scheduled installation date to avoid unnecessary delays in completion o f
this project.
• Verify all distance and interference limitations of interface cables to be used and confirm that all necessary cabling, power, and grounding is deliver ed
and installed prior to the installation date.
• Verify the operation and warranty of all Customer Provided Equipment (CFE) not provided by ASG.
• Provide seismic bracing, if required.
• Provide any security clearances, escorts, special safety equipment, and ac- cess training as required to access the site for ASG personnel. • Provide a technician to be available and start within 15 minutes during the installation and basic testing, when requested by ASG personnel, to m ake
or approve changes required to make the system operational. • Provide replacement equipment for failures of hardware during installation. 11 | Page
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DELIVERABLES/PROJECT COMPLETION/PROJECT ESCALATION
The below table shows deliverables that will be provided by ASG and Customer.

DELIVERABLES
ASG Deliverables
• Engineering Review
• Build-to drawing sets based on CFE supplied system drawings • Wire run lists
• ASG will install the equipment according to the approved drawing set. • ASG will install cabling for Crestron controlled devices. The wiring will have the connector pins crimped, but the shell and connector will remain unat- tached, so that the Crestron programmer can install and commission those devices requiring control by Crestron.
• ASG will install equipment that is in the approved Build To drawing set and will not relocate any DIY equipment.
• ASG will commission equipment that is in the Approved Build To drawings. • Provide coordination with Crestron programmer so as not to interfere with timeline.
• Installation materials and connectors as needed to complete. • Begin installation according to the agreed timeline.
• Provide basic equipment test, limited to successful operation and complete configuration to deliver a complete working system. Exceptions are not ed above.
• Programming of Audio system.
• ASG will provide grommet holes in console workstations for pass through of cables determined by the Customer.
• CFE Product manuals from equipment uncrated at site.
• The Installation Deliverable (ID) will contain “as built” information, such as updated diagrams, IP address information, and final configurations and will be submitted after installation is complete.

EXHIBIT B
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Customer Deliverables
• Signed SOW.
• Signed off “Build To” drawing set by The City provided to ASG. ASG will not travel to the job site until the “Build To” drawing set has been approved and received by ASG.
• ASG will arrive on site once the site has been prepared and the room is ready.
• Ensure all customer furnished equipment is on site prior to commencement of installation.
• Ensure conduit and pathways are in place prior to installation. • Provide all furniture in place prior to ASG arrival on site. • Provide and install power to all locations prior to ASG arrival on site. • All bulkhead panel cover plates with connectors installed by manufacturer to be on site prior to ASG’s arrival.

PROJECT COMPLETION
Project completion will be defined as the time at which ASG engineering has commis- sioned the system and certified as operational.

If the City refuses acceptance of the services performed, Customer must provide ASG with full details that illustrate how the services performed do match the work agreed upon in Exhibit A. ASG will then create an action plan to address any deficiencies.

Issue Escalation
There are two types of support issues that require escalation:

Implementation Issues – issues directly related to the implementation of the system should be directed to the ASG Project Team.

Operation and Maintenance (O&M) Issues – for all issues outside Exhibit A and issues that occur after the installation is complete, Customer is responsible for resolving these issues with manufacturer of the equipment.

CHANGE MANAGEMENT PROCESS
Approved amendments to this agreement must be in writing and executed by the City and Contractor. Contractor’s request for a change order must specify the proposed changes in the Work, Contract Price, and Contract Time. Each request must include all supporting documentation, including but not limited to plans/drawings, detailed cost estimates, and impacts on the schedule and completion date.
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Changes that do not impact the contracted cost or term may be approved by the Project Manager (PM) as part of project management and do not require an amendment to this agreement. The PM will evaluate whether such changes are in the best interest of the pro- ject and approve them accordingly. However, any change that exceeds the contracted cost or term must be documented and formalized in an amendment to this agreement.

ASSUMPTIONS
The following assumptions, together with those detailed elsewhere, were made to create this Statement of Work. Should any of these assumptions prove to be incorrect or incom- plete then ASG may modify the price, scope of work, or milestones. Any such modifica- tions shall be managed by the Change Management Procedure.

ASSUMPTIONS
General Assumptions
• Customer will provide access to customer facilities, including, where appli- cable, computer equipment, facilities, workspaces, and equipment. • Customer will provide complete and unencumbered access to the control room and all other rooms required to complete this scope of work .
• Changes in the design set after approval will be handled through the Change Management process.
• ASG will provide a material list required to connect the equipment. • Unless otherwise agreed to by the parties, a response will take place within five days of ASG request for documentation or information needed for the project. Delays caused by non -responsiveness will result in additional charges to be negotiated.
• All customer hardware that will be used for this engagement is listed on the Approved Drawing Set.
• Additional equipment and materials will not be installed in the CFE racks or work areas mentioned in this SoW if not listed in the LOM or included on the Build-to drawings. Written approval for extra additions must submitted in writ- ing using the change order process.
• Ensure that all site preparation (for example, but not limited to, power, space, HVAC, abatement, cables, and racks) will be in place and the site ready for equipment installation three (3) business days prior to the beginning of t he
scheduled onsite installation.
• Ensure that there are the necessary power and cable requirements at each installation location three (3) business days prior to the beginning of the scheduled onsite installation.
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• UPS, surge protection, or wall outlets are available and labeled for equip- ment three (3) business days prior to the beginning of the scheduled onsite installation.
• All patch panels and cables are properly wired and labeled three (3) business days prior to the beginning of the scheduled onsite installation. • The customer shall be responsible for the registration of all system hardware and/or software.
• Customer system architecture design shall not change between the date of customer’s execution of this SoW and the completion of all services contem- plated hereunder.
• The customer is responsible for any shipping and handling charges, if any, to transport equipment and materials to the installation site(s ).
• Delays caused by the lack of completed site preparation or Customer’s fail- ure to meet any responsibilities specified in this SoW shall be billed at ASG time and materials rates including travel and other expenses. Any additional costs incurred by the Customer because of delays shall be the sole respon- sibility of the Customer.
• Resources from various ASG offices may be utilized, as needed, to provide a full scope of technical expertise.
• Any product or service delivery dates communicated to the customer outside of this SoW or the project plan is not to be considered valid or binding. • Requests for support or services outside of this SoW require written approval by the customer and acceptance by the ASG Project Manager and may re- sult in additional charges to the customer.
• If the project extends beyond the timeline specified in the project plan due to delays caused by parties other than ASG and its subcontractors, additional charges may apply.
• All backup and antivirus solutions are to be provided by the customer. ASG has not provided these solutions as part of this SoW and does not hold any responsibility for these elements of the end-state solution. • All SoW activities will be conducted during normal business hours, Monday through Friday, 8 am to 5 pm, excluding holidays.
• Any services outside the scope of this project will be provided on a time and materials basis.
• Customer change orders will be billed at current labor and material rates and will be due.
•
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PRICING, PAYMENT TERMS , AND PAYMENT SCHEDULE
Phase I: For delivery of the Needs Analysis report to The City and conduct a final review of the report with The City to ensure that all objectives are met.

ASG will commit to a Phase I Fixed price budget of $19,500 Phase II: At ASG, our goal is to build lasting relationships with our clients. As a trusted ad- visor and subject matter expert, we are committed to providing our clients with best-in- class Design, Installation and Support services with an eye toward respecting the financial commitments made on each project. With that in mind, ASG proposes a Time & Material (T&M) engagement complete with a "Not to Exceed" (NTE) fixed dollar amount for the De- sign portion of the opportunity, transitioning to a Cost-Plus engagement for the Build por- tion. It has been our experience that these agreements, when based on transparency and open lines of communication, can dramatically improve the teamwork and outcome of any engagement.

In recognition of this engagement philosophy, ASG proposes the following:

ASG will bill actual hours utilized for the duration of the Design Engagement.

ASG anticipates between four to six resources being tasked to this opportunity during this timeframe. (resource allocation subject to change).
• ASG will commit to a Not to Exceed (NTE) budget of $94,000 ASG will bill per payment schedule and report during the Design Engagement.

ASG will only bill the city team for the actual hours utilized during that period.

Phase III: Once the Design Engagement has been completed ASG will transition seam- lessly to the Build phase of the project. During this phase, ASG proposes a transparent agreement with Cost-Plus. For materials and equipment, ASG offers Cost-Plus 12%. ASG will provide supporting documentation as required with each billing cycle, monthly billing. ` Using the benefit of ASG's experience and knowledge paired with the information pro- vided by the City of Cupertino team, ASG Build portion of the project including equipment, labor, materials, taxes and shipping not to exceed be: $986,500.00 Payment Terms:

Services will be billed as identified in this Payment Schedule section.

Fees for additional services related to but not defined in this Proposal will be performed on a time and materials basis at a rate set forth in a written amendment, as mutually exe- cuted by The City of Cupertino and ASG. Payment terms are due per compensation.

Partial or completed phase billings: ASG reserves the right to negotiate a partial or phased billing for the work that has been completed if any delays in closing out the project are due to circumstances outside of ASG control, i.e. preparation of the space, software upgrades, or any section of this Proposal of work that the City of Cupertino wishes to de- lay.
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Payment Schedule:

Phase Milestone Deliverable % NTE ($)
Due
Date
Phase I: Needs
Analysis
Initial Pay-
ment
Delivery and acceptance
of Needs Analysis report 100% $19,500 Week 4
Phase II: De-
tailed Design
First Pay-
ment (50%
Deliverable)
Preliminary Design Doc-
umentation including sys-
tem architecture and key
components 50% $37,600 Month 3
Second
Payment
(100% Deliv-
erable)
Final Design Documenta-
tion, Issued for Integra-
tion (IFI) 40% $47,000 Month 4
Final Pay-
ment
Approval of final IFI
package and delivery of
supporting documenta-
tion 10% $9,400 Month 5
Phase III: Imple-
mentation, Com-
missioning, and
Handover
Initial Pay-
ment
Approval of design and
issuance of Purchase Or-
der for equipment 50% $493,250.00 Month 6
Progress
Payments
Monthly billing during re-
ceipt of gear, installation,
and testing. 20% $197,300.00
Months
7–10
Substantial
Completion
Payment
Completion of system in-
stallation, configuration,
and testing verified by
punch list review 20% $197,300.00
Month
11 Final Pay-
ment
Delivery of as-built docu-
mentation, training, and
final go-live support 10% $98,650.00
Month
12 Phase Total Amount
Phase I: Needs Analysis $19,500.00
Phase II: Detailed Design (NTE) $94,000.00
Phase III: Implementation, Commissioning, and Handover (NTE) $986,500.00 TOTAL: $1,100,000.00

EXHIBIT C

17 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com DISCLAIMER ASG will not be liable for any failure to perform the services, to the extent that the failure is caused by The City of Cupertino’s lack of cooperation or readiness. ASG will not be held responsible for data loss. Backups should be performed prior to work starting. All data is the responsibility of The City of Cupertino. ASG will not be held responsible additional work not listed in this Proposal. An addendum must be written and approved by both ASG and The City of Cupertino before additional work can be started. ASG will not be held responsible for delays or failures to perform hereunder due to causes beyond its reasonable control (including, without limitation, acts of God, fire, flood, war, explosion, sabotage, terrorism, embargo, civil commotion, acts or omissions of any gov-ernment entity, supplier delays, communications or power failure, equipment or software malfunction, or labor disputes). ASG may perform some work off site. ASG STANDARD TERMS AND CONDITIONS DESIGN – applies if called for in the Scope of Work of the Agreement Acceptance of Design: Customer agrees that their written approval of Design Drawings signifies formal technical acceptance of said designs, pursuant to which ASG shall carry out its obligations under this agreement. Customer agrees that delays in approvals may result in an overall delay in the completion of the Scope of Work. Customer agrees to make its technical representative(s) available to ASG from time to time during the execu-tion of this Scope of Work, at any manufacturer facility, build or installation site for consul-tation and review of design or OEM merchandise suitability for applications specified. Customer shall have seven business days to review submission for acceptance or request modification. The submissions will be scheduled into the Gantt chart. Delays in review of submissions will directly affect the timeline / Gantt chart. ASG will notify customer the ef-fect of delay. After seven business days if a written request for modification or acceptance is not received the submission will be deemed accepted. INSTALLATION - applies if called for in the Scope of Work of the Agreement Installation Site Conditions: Customer acknowledges and agrees that site conditions at customer site must be acceptable to ASG as stated below for site installation. All prepara-tion in the rooms in which equipment shall be installed shall be complete before equip-ment installation begins: walls shall be painted, papered or otherwise coated; ceilings and floor coverings shall be properly and appropriately installed; permanent electrical power and lighting shall be properly and appropriately installed and fully operational. Without lim-iting the generality of the foregoing, minimum site environmental conditions shall be as fol-lows: (1) HVAC (heating, ventilation and air conditioning) capable of maintaining a temper-ature of between 68 and 75 degrees Fahrenheit and a relative humidity of 60% to 75%; (2) relatively dust free; and (3) impervious to external weather.

18 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com Warranty: ASG warrants that installation will be implemented according to Customer-ap-proved Design Drawings. Other Equipment: Customer agrees that ASG is not responsible for the condition of or proper operation of any ‘other’ equipment, which Customer or other vendors are supplying to the system, which is not supplied through ASG. When such ‘other’ equipment is to be integrated into system at the ASG facility or installation site, the responsibility for ship-ment, insurance, and the on-time arrival of such equipment at the ASG facility, or to the installation site, is that of the Customer. Delays in arrival of ‘other’ equipment for integra-tion may result in overall delay in completion of the Scope of Work and increases in the cost to the Customer of the execution of this Agreement. Substantial Completion: The stage of this integration project that it is sufficiently complete, in accordance with the design, for configuration to begin for the owner to utilize it for train-ing, without undue interference from the installers. EQUIPMENT - applies if called for in the Scope of Work of the Agreement Customer acknowledges and agrees that it will review the Equipment List and shall satisfy itself that the OEM merchandise listed is suitable for the purpose that the Customer in-tends at the time this Agreement is made and is suitable for the application(s) specified in customer-approved Design Drawings. Issuance of any implement of purchase, including but not limited to, Purchase Order, Letter of Intent or down payment for any OEM mer-chandise shall be considered proof of Customer satisfaction and suitability. If (a) Cus-tomer’s requirements change from those which were understood at the time this Agree-ment was made or Design Drawings are approved or (b) Original Equipment Manufac-turer’s changes in any Equipment result in unsuitability or fitness for the intended purpose at a time subsequent to the execution of this Agreement or Customer purchase, or (c) Customer selects other than ASG-recommended OEM merchandise without consultation with or against the recommendation of ASG, ASG shall not be responsible for any conse-quences resulting from any such change. In the event that Customer purchases equip-ment directly from another source other than ASG to be integrated under this agreement, as provided by the Equipment List or other written proposal, ASG will levy Customer a 5% surcharge against the published list price of said equipment for the purposes of managing, integration and handling. ASG is not liable for equipment delivery delays due to OEM or delays in issuance of pur-chase orders by Customer. ASG further declares that it will strive to meet or better all esti-mated equipment delivery dates, however such dates are only estimates. Any delay in ac-ceptance of this Agreement or in payment for OEM merchandise may result in delays in Scope of Work completion. Equipment Specification: Customer understands and agrees that specifications and de-sign of products is subject to change by manufacturer prior to delivery in order to improve performance or reliability, or because of material unavailability. Customer shall have no right of prior approval of such modifications unless such changes affect the form, fit or function of the merchandise. Shipment Terms: Customer shall be responsible for shipping and handling charges for equipment and materials from manufacturer/distributer to ASG and from ASG to Customer as well as for equipment drop shipped directly to Customer. Charges will be prepaid and billed to Customer as per compensation.

19 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com Equipment Returns: ASG will accept merchandise returns under the following conditions: a. Customer received incorrect hardware due to an error on the part of ASG. b. Equipment arrived at customer site in inoperable condition either due to manufacturing defects or damage in shipment. c. Customer elects to return equipment for any reason other than spec-ified in (a) and (b) of this section. In the event that Customer elects to return merchandise under part “c” of this section ASG will charge the customer a restocking fee to be determined by the manufacturer and ASG, including shipping. In any event, returns require a Return Materials Authorization memo from ASG to Cus-tomer containing charges (if any) and shipping information. ADDITIONAL Proprietary Rights: Title to and ownership of all processes, methods, designs, specifica-tions, memoranda, drawings, reports, trade secrets, know-how, technical materials, soft-ware (whether in machine-readable or printed form), inventions, discoveries, patentable and copyrightable work product and other intellectual property rights used, produced or developed by Advanced Systems Group, LLC (“ASG”) in the performance of its obliga-tions under this Agreement, and including without limitation derivative works, compilations, or collective works thereof and all related technical know-how and all rights therein (the “ASG Proprietary Property”) are and shall remain the property of ASG or its suppliers. The foregoing notwithstanding, all Design Drawings and other documents produced in the exe-cution of this Agreement shall be the property of Customer and are not part of the ASG Proprietary Property. Except for the rights expressly granted to Customer hereunder, ASG retains and reserves for itself all other rights in and to the ASG Proprietary Property. Customer shall not take any action to jeopardize, limit or interfere in any manner with AS-G's ownership of or rights with respect to the ASG Proprietary Property. Further, Cus-tomer shall not remove or alter any trademark, copyright or other proprietary notices, leg-ends, symbols, or labels appearing on the materials and documentation delivered to Cus-tomer and Customer shall reproduce such notices on all copies of such materials and doc-umentation to the extent that such notices appear on the ASG Proprietary Property. Warranty: ASG warrants that it will perform its services under this Agreement in a profes-sional manner and that the Design Drawings and other documentation delivered to Cus-tomer will be of a quality consistent with such materials produced by other competent pro-fessional organizations engaged in the business in which ASG is engaged. The express warranties set forth in this agreement constitute the only warranties made by ASG. ASG makes no other representation or warranty of any kind, whether express or implied (either in fact or by operation of law). ASG expressly disclaims all implied warranties or condi-tions including those of title, merchantability, non-infringement and fitness for a particular purpose. The above limitations shall apply to the extent allowed by applicable law.

20 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com Warranty Term: ASG warrantees its services and work product for one full year from the date of customer written acceptance of ASG installed systems, or from the date of receipt of final payment from customer, whichever is first. ASG installed hardware is warranted by the manufacturer and ASG provides no other warranty for said equipment either ex-pressed or implied. Extended Services: ASG offers extended services to its customers at extra cost. Extended services provide service support beyond the limits of the ASG warranty. Extended Ser-vices are not included as part of this agreement unless fully executed Extended Services agreement is attached to this document. Extended services include: • RMA assistance for system equipment failures that occur during the term of manufacturer’s warranty. • System maintenance consulting via telephone for installed components that are beyond the scope of the ASG and manufacturers warrantees. • On site troubleshooting, travel and living at customer’s expense, for system failures that occur beyond the scope of the standard ASG warranty. Payment Default: If the Customer shall default in the payment of any indebtedness to ASG when and as the same shall become due and payable and if such default shall con-tinue for a period of thirty (30) days after written notice of such default shall have been given to the Customer by e-mail, registered or certified mail, then, all of the liabilities and obligations of the Customer to ASG whether then due or not, shall, at the option of ASG and without further notice to the Customer, become due and payable. Miscellaneous: (a) This Agreement may be amended only by writing, signed by both par-ties. (b) Neither this Agreement or any right or obligation shall be assigned, either in whole or in part, by either ASG or Customer by operation of law or otherwise without the prior written consent of the other. Any purported assignment or transfer contrary to the forego-ing shall be null and void and of no force or effect. (c) This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., without reference to its conflicts of law provisions. (d) Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the applicable court in the State of California, and the parties agree to submit to the personal and exclusive jurisdiction and venue thereof (e) This Agreement will not be governed by the United Nations Convention of Contracts for the In-ternational Sale of Goods. (f) This Agreement creates no agency, partnership, joint ven-ture, or employment relationship and neither Customer nor ASG nor their respective agents have any authority to bind the other party in any respect whatsoever. (g) The sec-tion headings herein are used for convenience only and shall have no substantive mean-ing. (h) If the application of any provision hereof to any particular facts shall be held to be illegal, invalid or unenforceable by any competent court, then (i) the legality, validity and enforceability of such provision as applied to any other facts and the legality, validity and enforceability of other provisions hereof shall not be affected and (j) such provision shall be reformed without further action by the parties hereto only to the extent necessary to make such provision valid and enforceable when applied to the particular facts. (k) Each party shall be excused from any delay or failure in performance hereunder, except the payment of monies by Customer to ASG, caused by reason of any occurrence or

21 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com contingency beyond its reasonable control, including acts of God (e.g., earthquakes, floods, mudslides and inclement weather) or the public enemy, expropriation or confisca-tion, changes in law, acts of war, rebellion or sabotage or damage resulting there from, fires, explosions, accidents, riots, strikes and other labor unrest or concerted acts of work-ers, or delays or other unforeseen actions by Original Equipment Manufacturers. The obli-gations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. (l) This Agreement consti-tutes the entire agreement between the parties concerning the subject matter hereof and supersedes all proposals or prior agreements whether oral or written, and all communica-tions between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. The terms and conditions of this Agreement shall prevail over any conflicting purchase order or other written instrument submitted by Cus-tomer. (m) This Agreement is written in the English language only, which language shall be controlling in all respects. (n) This Agreement may be executed in any number of coun-terparts or by facsimile, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement. (o) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. Notices: Notices required or permitted to be given under this Agreement shall be sent by nationally recognized overnight courier service or by facsimile to the address or facsimile number of the relevant party below and shall be effective when received. ASG notice address: Advanced Systems Group, LLC 1226 Powell St. Emeryville, CA 94608 Fax: (510) 654-8370 Attn: Dave Van Hoy

22 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com APPENDIX A CITY OF CUPERTINO LIGHTING UPGRADE PROPOSAL ASG has prepared a plan to address the need of the City of Cupertino to upgrade their 20-year-old stage and presentation lighting system currently in place in the council chamber multipurpose room. The City has delivered a list of fixtures, dimmers and plots used for lighting the area. We have prepared a tentative list of ways to address the needs. All systems come with installation and lighting design. ASG has prepared a tentative list of ways to address the needs. System: • Dimmer System: Retain the existing dimmer package. • Control System Upgrade: Upgrade to an ETC Paradigm Control System for max-imum control flexibility and future-proofing. • Wireless DMX Touch Panel: Add a wireless DMX touch panel for convenient, flex-ible control. • Touch Panel Wall Controls: Replace all wall panels with new, user-friendly button stations for improved accessibility and functionality. • ETC Source Four Ellipsoidals: Upgrade all ETC 50 Degree Source Four Ellipsoi-dal fixtures (750W lamps) to ETC Series 2 Lustr fixtures, which provide DMX color temperature adjustment and color-accurate lighting, ensuring vibrant, lifelike color for presentations and broadcasts. • Videssence Fixtures: Retain the existing 14 Videssence fixtures due to their low heat output and reliable color accuracy. • L&E 6-Inch Fresnels: Replace these fixtures with ETC 7" Lustr X8 LED Fresnel Fixtures with Barn Doors (Black) for DMX control, color accuracy, and ease of maintenance, enhancing the quality of in-person and recorded content. • Arri Fresnels: Replace all Arri Fresnel fixtures with ETC 7" Lustr X8 LED Fresnel Fixtures with Barn Doors (Black), ensuring DMX control, color accuracy, and im-proved reliability.

23 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com Optional Items for consideration during phases 1 and 2: • ETC Ion Xe Console: Install an ETC Ion Xe console to replace the existing lighting console, adding advanced control and flexibility for complex lighting designs. • SolaFrame Studio Fixtures: Introduce four SolaFrame Studio fixtures to expand flexibility and ambiance options. These fixtures offer precision framing and highly accurate color rendering, enhancing specialized event requirements.

24 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com Our Qualifications
City of Cupertino–Quinlan Community CenterASG was designated to upgrade to Quinlan Community Center during2022. The room was to be a multipurpose room to function as a meetingroom and a theater.

ASG worked hand in hand with stakeholders from various disciplines todeliver a world-class event space.

ASG Installeda complete and functioning audio, video, andcontrol system including cabling, receptacle plates, loudspeakers,and electronic devices. We installed all components including thenecessary equipment, interconnections, transducers, labor, andservices required to meet the City’s specifications.

We delivered bound "as-built" system documentation includingequipment instruction and operation manual and transferred allwarranties and equipment guarantees and provide a writtendescription of system operation to The City at the closing of theproject.

ASG also provided engineering and operational training asrequested by the stakeholders.

Our Qualifications
Life Chiropractic–Twin Projector Meeting SpaceASG provided consulting, design, procurement and installation for a twinmotorized screen projection system upgrade to an existing meetingspace.The customer requested that costs should be kept to a minimumutilizing prosumer equipment whenever possible. Our design andproject teams worked hand in hand with the customer and theiroperations staff to deliver a design that would be robust and easyto use for years to come.ASG utilized our vast network of products to ensure that LiveChiropractic would understand decisions being made on theirbehalf during the design and development phase.During the implementation phase of thisprojectit was discoveredthat the new motorized screens were damaged in shipment andnew screens were shipped to the site and were installed in timeto meet the customer’s first meeting in the space.This project was delivered on time and on budget.

APPENDIX B

25 | Page 1226 Powell Street Emeryville, CA 94608 510.654.8300 Fax 510.654.8370 www.asgllc.com ADVANCED SYSTEMS GROUP, LLCCO NFIDENTIALPAGE19
ADVANCED SYSTEMS GROUP, LLCCO NFIDENTIALTO CIT Y OF CUPERTINOPAGE19 Clientele Reaping the Benefits

MANAGED SERVICES
Our Qualifications
Spotify LAThe LA Headquarters of Spotify sprawls multiple buildings in the ArtsDistrict of Los Angeles. Consisting of a large flagship celebrity studioused for premiere audio and video podcasts, smaller intimate pods thatinclude single-operator video capabilities, and a large collection of otherautomated studios for audio only, the showcase location is wellequipped for future growth of the network.

In addition, a world-class recording studio complete with traditionalecho chamber, a large 600+ person event hall with VIP lounge, a 66-person Dolby ATMOS certified cinema screening room with laserprojection, and infinity wall insert stage with control room round out thealready impressive facility.

ASG took the lead management role of each of these spaces, whichincluded the design review process, technical construction andimplementation of key event spaces, equipment procurement (includingmuch of the vintage collection of gear for the large recording studio),complete workflow testing, and currently assist in the technical staffingmanagement ofevents.

Our Qualifications
Comcast G4In November of 2021, Comcast/NBCUniversal re-launched theG4 Network after a ten-year hiatus in a very big way. Takingover the Victory Studios in Glendale California which was thehome of shows Inside Edition and Extra, the complete studiooverhaul included three large studios with 4K infrastructure,building-wide fiber connectivity, multiple editing suites, suitesfor graphics, audio finishing, coloring, and general editing.The large multi-operator video control room supported up tothree simultaneous productions.ASG was brought in at the very early stages of the project andhelped create the roadmap of technology needed for theaggressive plans of the network. After receiving the finaldesign from the award-winning architects, we designed, built,and implement all the technology needed to operate thisexpansive productionfacility.

Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Version: August 2024

Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City.

INSURANCE POLICIES AND MINIMUMS REQUIRED

1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.

a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.

b. Additional Insured coverage under Consultant's policy shall be "primary and non -contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13).

c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured.

2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.

Not required. Consultant has provided written verification of no employees.

4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form:

a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services.

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:

EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Version: August 2024
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).

Primary Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it.

Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.

Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a wai ver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either:
the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must sho w proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City.

Acceptability of Insurers
Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher.

Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term.

Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies.

Higher Insurance Limits
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant.

Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice.

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)(Ea accident)$
$
N / A

SUBRWVDADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMIT

AUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITY Y / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPER

LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIABUMBRELLA LIAB $EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDEDRETENTION$ $PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)

CANCELLATION

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

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD

HIREDAUTOS ONLY
ACORD 0025 2016-03 Acroform
01/03/2025
Newfront Insurance Services, LLC
450 Sansome Street
Suite 300
San Francisco
CA
94111
Certificate Department
(415) 754-3635
[email protected]
Advanced Systems Group, LLC
dba Advanced One Low Voltage
1226 Powell St
Emeryville
CA
94608
Atlantic Specialty Insurance Company
27154
Travelers Property Casualty Company of America
25674
Philadelphia Indemnity Insurance Company
18058
A
X
X
711 01 8106 0002
01/01/2025
01/01/2026
1,000,000
1,000,000
15,000
1,000,000
2,000,000
2,000,000
A
X
711 01 8106 0002
01/01/2025
01/01/2026
1,000,000
A
711 01 8106 0002
01/01/2025
01/01/2026
8,000,000
8,000,000
B
X
UB-2W164878-25-I3-G
01/01/2025
01/01/2026
1,000,000
1,000,000
1,000,000
C
Errors and Omissions
PHPK2640504-006
01/01/2025
01/01/2026
Limit
$300,000
Each Claim
$2,000,000
The City of Cupertino, Its City Council, Officers, Officials, Employees, Agents, Servants and Volunteers are included as an additional insureds as required by a written contract with respect to General Liability and Auto Liability. Coverage is Primary and Non-Contributory. Waiver of subrogation applies in favor of the additional insureds with respect to General Liability, Auto Liability and Workers Compensation. Per project general aggregate applies. Notice of Cancellation form #IL 00 17 11 98 applies with respect to the General Liability policy.

The City of Cupertino
10300 Torre Ave
Cupertino
CA
95014

IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1

COMMON POLICY CONDITIONS

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

A. Cancellation

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

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

3. We will mail or deliver our notice to the
first Named Insured's last mailin g address
known to us.

4. Notice of cancellation will state the effe c-
tive date of cancellation. The policy peri-
od will end on that date.

5. If this policy is cancelled, we will send the
first Named Insured any premium refund
due. If we cancel, the refund will be pro ra-
ta. If the first Named Insured cancels, the
refund may be less than pro rata. The can-
cellation will be effective even if we have
not made or offered a refund.

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

B. Changes
This policy contains all the agreements b e-
tween you and us concerning the insurance
afforded. The first Named Insured shown in
the Declarations is authorized to make
changes in the terms of this policy with our
consent. This policy's terms can be amended
or waived only by endorsement issued by us
and made a part of this policy.

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

D. Inspections and Surveys

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

2. We are not obligated to make inspe c-
tions, surveys, reports or recomme nda-
tions and any such actions we do unde r-
take relate only to insurability and the
premiums to be charged. We do not
make safety inspections. We do not u n-
dertake to perform the duty of any pe r-
son or organization to provide for the
health or safety of work ers or the public.

And we do not warrant that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes
or standards.

3. Paragraphs 1. and 2. of this condition a p-
ply not only to us, but also to any rating,
advisory, rate service or similar organiz a-
tion which makes insurance inspections,
surveys, reports or recommendations.

4. Paragraph 2. of this condition does not
apply to any inspections, surveys, r e-
ports or recommendations we may make
relative to certification, under state or
municipal statutes, ordinances or regul a-
tions, of boilers, pressure vessels or el e-
vators.

E. Premiums
The first Named Insured shown in the Decl a-
rations:

1. Is responsible for the payment of all pr e-
miums; and

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

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

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

E-INSURED
VCU 411 06 18 Contains copyrighted material of Insurance Services Office, Inc., with its permission.

Copyright 2018,

POLICY NUMBER: UMBRELLA
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM
The following is added to Paragraph 5. Other Insurance under SECTION IV – COMMERCIAL UMBRELLA LIABILITY CONDITIONS:

Primary And Noncontributory
Regardless of the provisions of Paragraph a. above, this insurance is primary to, and will not seek contribution from, any “underlying insurance” available to an additional insured if:
(1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured.

Intact Insurance Group USA LLC
711 01 8106 0002

E-INSURED
CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 POLICY NUMBER:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED CONSTRUCTION PROJECT(S)

GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Designated Construction Project(s):

Information required to complete this Schedule, if not shown above, wi ll be shown in the Declarations. 711 01 8106 0002
All Projects

E-INSURED

A. For all sums which the insured becomes legally
obligated to pay as damages caused by
"occurrences" under Section I – Coverage A,
and for all medical expenses caused by acc i-
dents under Section I – Coverage C, which can
be attributed only to ongoing operations at a
single designated construction project shown in
the Schedule above:

1. A separate Designated Construction Project
General Aggregate Limit applies to each
designated construction project, and that
limit is equal to the amount of the General
Aggregate Limit shown in the Declarations.

2. The Designated Construction Project Gen-
eral Aggregate Limit is the most we will pay
for the sum of all damages under Coverage
A, except damages because of "bodily injury"
or "property damage" included in the "pro d-
ucts-completed operations hazard", and for
medical expenses under Coverage C re-
gardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims
or bringing "suits".

3. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the Designated Con-
struction Project General Aggregate Limit for
that designated construction project. Such
payments shall not reduce the General Ag-
gregate Limit shown in the Declarations nor
shall they reduce any other Designated Con-
struction Project General Aggregate Limit for
any other designated construction project
shown in the Schedule above.

4. The limits shown in the Declarations for
Each Occurrence, Damage to Premises
Rented to You and Medical Expense conti n-
ue to apply. However, instead of being su b-
ject to the General Aggregate Limit shown in
the Declarations, such limits will be subject
to the applicable Designated Construction
Project General Aggregate Limit.

B. For all sums which the insured becomes legally
obligated to pay as damages caused by
"occurrences" under Section I – Coverage A, and
for all medical expenses caused by accidents un-
der Section I – Coverage C, which cannot be at-
tributed only to ongoing operations at a single
designated construction project shown in the
Schedule above:

1. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the amount available
under the General Aggregate Limit or the
Products-completed Operations Aggregate
Limit, whichever is applicable; and

2. Such payments shall not reduce any Desig-
nated Construction Project General Aggr e-
gate Limit.

C. When coverage for liability arising out of the
"products-completed operations hazard" is pro-
vided, any payments for damages because of
"bodily injury" or "property damage" included in
the "products-completed operations hazard" will
reduce the Products-completed Operations Ag-
gregate Limit, and not reduce the General Ag-
gregate Limit nor the Designated Construction
Project General Aggregate Limit.

D. If the applicable designated construction project
has been abandoned, delayed, or abandoned
and then restarted, or if the authorized contract-
ing parties deviate from plans, blueprints, de-
signs, specifications or timetables, the project will
still be deemed to be the same construction pro-
ject.

E. The provisions of Section III – Limits Of Insu r-
ance not otherwise modified by this endorsement
shall continue to apply as stipulated.

VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Copyright 2017,
Policy Number: COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BROAD FORM GENERAL LIABILITY ENDORSEMENT –

TECHNOLOGY COMPANIES
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered.

A. Section I – Coverages

1. Expected or Intended Injury
(Property Damage)

2. Non-Owned Aircraft and
Watercraft Under 55 Feet

3. Broadened Property Damage –
Rented Premises, Borrowed Equipment and
Use of Elevators

4. Personal and Advertising Injury Exclusions
a. Insureds in Media and
Internet Type Businesses
b. Electronic Chatrooms or Bulletin Boards

5. Medical Payments –
Increased Limits and Time Period

6. Product Recall Expense Coverage

7. Supplementary Payments –
Cost of Bail Bonds and Loss of Earnings
B. Section II – Who is an Insured

1. Broadened Named Insured

2. Additional Insured – Broad Form Vendor

3. Additional Insured – Written Contract,
Agreement, Permit or Authorization

4. Incidental Malpractice by Employed
Physicians, Nurses, EMTs and Paramedics

5. User of Covered Watercraft

6. Newly Acquired or Formed Organizations
C. Section III – Limits of Insurance –
Aggregate Limit Per Location
D. Section IV – Commercial General
Liability Conditions

1. Duties in Event of Occurrence, Offense,
Claim or Suit

2. Waiver of Subrogation When Required by
Written Contract or Agreement
E. Section V – Definitions

1. Bodily Injury – Includes Mental Anguish

2. Coverage Territory – Worldwide

3. Mobile Equipment – Self-Propelled Snow
Removal, Road Maintenance and Street
Cleaning Equipment Less than 1,000 Pounds
Gross Vehicle Weight
A. Section I – Coverages

1. Expected or Intended Injury (Property Damage)
The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability:

This exclusion does not apply to “property damage” resulting from the use of reasonable force to protect persons or property.

2. Non-Owned Aircraft and Watercraft Under 55 Feet
a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability:

This exclusion does not apply to an aircraft that is:
(a) Hired, chartered or loaned with a paid crew; and
(b) Not owned by any insured.
b. The following replaces Exclusion 2.g.(2)(a) of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability:
(a) Less than 55 feet long; and
Intact Insurance Group USA LLC
711 01 8106 0002

E-INSURED
VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 Copyright 2017,
c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions:

This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis.

3. Broadened Property Damage – Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability:

Paragraph (1) of this exclusion does not apply to “property damage” to real property you rent or temporarily occupy with permission of the owner.

Paragraph (4) of this exclusion does not apply to “property damage” to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss.

Paragraphs (3), (4) and (6) of this exclusion do not apply to “property damage” arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section III – Limits Of Insurance:

6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of “property damage” to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000.
c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions:

This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis.

4. Personal and Advertising Injury Exclusions
a. Insureds in Media and Internet Type Businesses
The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I – Coverages – Coverage B – Personal and Advertising Injury Liability:
“Personal and advertising injury” committed by an insured whose business is:
(1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others.

However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section.

For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards
The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I – Coverages – Coverage B – Personal and Advertising Injury Liability:
"Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others.

5. Medical Payments – Increased Limits and Time Period
The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement.
a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I – Coverage C – Medical Payments:
(b) The expenses are incurred and reported to us within three years of the date of the accident; and Intact Insurance Group USA LLC

VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017,

b. The following is added to Paragraph 7. of Section III – Limits Of Insurance:

The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations.

6. Product Recall Expense Coverage
a. The following is added to Section I – Coverages:

Product Recall Expense Schedule
Product Recall Aggregate Limit $ 50,000
Each Product Recall Limit $ 25,000
Each Product Recall Deductible $1,000
The limits and deductible in this Schedule apply to
Product Recall Expense Coverage unless other
amounts are shown in the Declarations.

PRODUCT RECALL EXPENSE COVERAGE
We will pay “product recall expense” incurred by you or on your behalf for a “covered recall” to which this insurance applies. This insurance applies to “product recall expense” for a “covered recall” that takes place in the “coverage territory” and during the policy period. The amount we will pay for “product recall expense” is limited as described in Section III – Limits Of Insurance.

We will only pay the amount of “product recall expense” in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each “covered recall” that is initiated.
b. The following is added to Section III – Limits Of Insurance:

The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all “product recall expense” incurred for all “covered recalls” initiated during the policy period.

Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all “product recall expenses” arising out of any one “covered recall” for the same defect or deficiency.
c. The following is added Section IV – Commercial General Liability Conditions:

Duties In The Event Of “Covered Recall”

1. You must report a “covered recall” to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall.

2. No insured will, except at that insured’s own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent.

3. You must see to it that the following are done as soon as practicable after an actual or anticipated “covered recall” that may result in “product recall expense”:
(a) Give us notice of any discovery or notification that “your product” must be withdrawn or recalled, including a description of “your product” and the reason for the withdrawal or recall;
(b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in “product recall expense”; (c) As often as may be reasonably required, permit us to:
(1) Inspect “your product” and take damaged and undamaged samples of “your products” for inspection, testing and analysis; and
(2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and Intact Insurance Group USA LLC

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(e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. An insured’s answers to the examination must be signed.
d. The following are added to Section V – Definitions:
“Covered recall” means a recall of “your product” made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in “your product” has resulted in, or will result in, “bodily injury” or “property damage”.
“Product recall expense”:
a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling “your product”:
(1) Expenses for communications, including broadcast announcements or printed “advertisements” and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you;
(3) Expenses for overtime paid to your regular non-salaried “employees”; (4) Expenses for hiring “temporary workers”;
(5) Expenses incurred by “employees”, including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of “your product” if the disposal is necessary to avoid “bodily injury” or “property damage” and is other than regularly used to discard, trash or dispose of “your product”.
b. Does not include the following:
(1) Damages, fines or penalties;
(2) Defense expenses;
(3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from:
(a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of “your product” that was recalled with like products or substitutes;
(e) The insured’s caprice or whim;
(f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or
(g) Recall of “your products” that have no known or suspected defect solely because a known or suspected defect in another of “your products” has been found.

7. Supplementary Payments – Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments – Coverages A and B in Section I – Coverages:
b. Up to $2,500 for 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 $250 a day because of time off from work.

Intact Insurance Group USA LLC

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B. Section II – Who is an Insured

1. Broadened Named Insured
Section II – Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance.

2. Additional Insured – Broad Form Vendor
a. Section II – Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as “vendor”) with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to “bodily injury” or “property damage” arising out of “your products” that are distributed or sold in the regular course of the vendor’s business. But none of these vendors are an additional insured:
(1) If the “products-completed operations hazard” is excluded under the Coverage Part or by endorsement;
(2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For “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 unless that the vendor would have otherwise been liable for such “bodily injury” or “property damage” in the absence of that contract or agreement; or
(4) For “bodily injury” or “property damage” caused by or arising out of:
(a) Any express warranty not authorized by you;
(b) Any physical or chemical change in the product made intentionally by the vendor; (c) 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;
(d) 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; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor’s premises in connection with the sale of the product; (f) 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 (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is:
(i) In the course of repackaging “your products” in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer;
(ii) A demonstration, installation, servicing or repair operation of “your products” performed at the vendor’s premises in connection with the sale of the product; or (iii) An inspection, adjustment, test or servicing of “your products” 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. The insurance afforded to such vendor under Paragraph a. above:
(1) Applies only to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor.

Intact Insurance Group USA LLC
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c. The following is added to Section III – Limits Of Insurance:

The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations.

3. Additional Insured – Written Contract, Agreement, Permit or Authorization a. Section II – Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for:
(1) “Bodily injury”, “property damage” or “personal and advertising injury” in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) “Bodily injury”, “property damage” or “personal and advertising injury” in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) “Bodily injury”, “property damage” or “personal and advertising injury” in connection with premises you own, rent, lease or occupy.
b. The insurance afforded to an additional insured under Paragraph a. above does not apply:
(1) Unless:
(a) The contract or agreement is executed, or the permit or authorization is issued, before the “bodily injury”, “property damage” or “personal and advertising injury” occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period.
(2) To any:
(a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement;
(b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if:
(i) The “occurrence” takes place after you cease to be a tenant in that premises; or (ii) The “bodily injury”, “property damage” or “personal and advertising injury” arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor.
((ee)) Person or organization if the “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or
(ii) Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage”, or the offense which caused the “personal and advertising injury”, involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or Intact Insurance Group USA LLC

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(f) "Bodily injury" or "property damage" occurring after:
(i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or
(ii) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above:
(1) Applies only to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured.
d. With respect to the insurance afforded to an additional insured under Paragraph a. above:
(1) The following is added to Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions:

Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if:
(1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured.
(2) The following is added to Section III – Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations.

4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II – Who Is An Insured:

But an “employee” or “volunteer worker” employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions:

This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured “employee” or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis.

5. User of Covered Watercraft
a. Section II – Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to:
a. “Bodily injury” to that person’s or organization’s “employee”; or b. “Property damage” to property:
(1) Owned, occupied or used by; or
(2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by;
that person or organization.

Intact Insurance Group USA LLC

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b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions:

This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis.

6. Newly Acquired or Formed Organizations
The following replaces Paragraph 3.a. of Section II – Who Is An Insured:
a. Coverage under this provision is afforded only until the end of the policy period; C. Section III – Limits of Insurance – Aggregate Limit Per Location The following is added to Paragraph 2. of Section III – Limits Of Insurance:

The General Aggregate Limit applies separately to each “location” of yours. As used in this provision, “location” means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right -of-way of a railroad.

D. Section IV – Commercial General Liability Conditions

1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions:

The requirements that you must notify us of an “occurrence”, offense, claim or “suit”, or send us documents concerning a claim or “suit”, apply only if the “occurrence”, offense, claim or “suit” is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) An “executive officer” or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company.

The requirement that you must notify us as soon as practicable of an “occurrence” or an offense that may result in a claim does not apply if you report the “occurrence” or offense to your workers’ compensation insurer and that “occurrence” or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an “occurrence” or offense is a liability claim rather than a workers’ compensation claim, you must comply with all parts of Paragraph

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions.

2. 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:

We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work” included within the “products-completed operations hazard” if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the “bodily injury” or “property damage” occurs and requires you to waive your rights of recovery.

E. Section V – Definitions

1. Bodily Injury – Includes Mental Anguish
The following is added to Paragraph 3. of Section V – Definitions:
“Bodily injury” includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time.

2. Coverage Territory – Worldwide
The following replaces Paragraph 4. of Section V – Definitions:

4. “Coverage territory” means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured’s Intact Insurance Group USA LLC
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responsibility to pay damages must be determined in a settlement we agree to or in a “suit” on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada.

3. Mobile Equipment – Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight
The following is added after Paragraph 12.f.(1) of Section V – Definitions:

But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered “mobile equipment” and not an “auto”.

Intact Insurance Group USA LLC
Policy Number: COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

OB CA 200 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Copyright 2018,

ADDITIONAL INSURED – AUTOMATIC STATUS WHEN REQUIRED BY

WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as an additional “insured” any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for “bodily injury” or “property damage” caused in whole or in part by your maintenance, operation or use of a covered “auto”. But this insurance does not apply:

1. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the “accident” that caused the “bodily injury” or “property damage”;

2. To any person or organization included as an “insured” under any other provisions of this policy, including any other endorsement;

3. To the independent acts or omissions of such person or organization; or

4. To any lessor of “autos” when their contract or agreement with you for such leased “auto” ends or the lessor or its agent takes possession of the “auto”.

Intact Insurance Group USA LLC
711 01 8106 0002

E-INSURED
~

TRAVELERSJ ,

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A)- 001
POLICY NUMBER: UB-2Wl64878-24-I3-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 2. 00 % 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
Insured
Insurance Company
DATE OF ISSUE: 01-12-24
Policy No. Endorsement No.

Premium
Countersigned by ____________ _
ST ASSIGN: Page 1 of 1