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CC 06-18-2024 Item No. 6 Report Crossing Guard_Desk ItemCC 06-18-2024 #6 Approve a first amendment with All City Management, Inc Desk Item CITY COUNCIL STAFF REPORT DESK ITEM Meeting: June 18, 2024 Agenda Item #6 Subject Approve a first amendment with All City Management Services, Inc. to provide crossing guard services, for a total not to exceed amount of $1,688,800 extending the agreement date to June 30, 2026, and approve a budget modification in the amount of $78,707. Recommended Action 1. Authorize the City Manager to execute a First Amendment with All City Management Services, Inc. (ACMS) to continue to provide Crossing Guard Services, increasing the contract amount by $785,000 for a total not to exceed amount of $1,688,800 and extending the agreement date to June 30, 2026. 2. Adopt Resolution No. 24-XXX approving budget modification #2324-304 and a budget adjustment in the amount of $78,707 in the General Fund for Fiscal Year 2024-2025 crossing guard services (100-88-846 700-709). Background: Resubmitting attachment “A – Draft Amendment 1” which had exhibits omitted from original packet submittal. See revised submitted attachment A, now called “C – Draft Amendment 1 Revised” below. Attachments Provided with Original Staff Report: A. Draft Amendment 1 B. Draft Resolution Attachments Provided with Supplemental 1: C. Draft Amendment 1 Revised FIRST AMENDMENT TO AGREEMENT 311 BETWEEN THE CITY OF CUPERTINO AND ALL CITY MANAGEMENT SERVICES FOR CROSSING GUARD SERVICES AT VARIOUS SCHOOL LOCATIONS IN CUPERTINO This First Amendment to Agreement 311 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and All City Management Services, a Corporation ("Contractor") whose address is PO Box 847436, Los Angeles, CA 90084-7436, and is made with reference to the following: RECITALS: A. OnAugust05,2021Agreement31l("Agreement")wasenteredintobyandbetween City and Contractor for Crossing Guard Services at Various School Locations in Cupertino. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 2. of the Agreement is modified to read as follows: Services Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A-1. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. Exhibit A of the Agreement is replaced with a new Exhibit A-1 attached hereto. 2. Paragraph 3.1 of the Agreement is modified to read as follows: Time of Performance Tis Agreement begins on the Effective Date and ends on June 30, 2026, with the option to renew for two additional years ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on the start of Fall 2024 school semester and shall be completed by the conclusion of the 2026 school session, with the option to renew two years thereafter. The City's appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3. Paragraph 3.2 of the Agreement is modified to read as follows: Schedule of Performance Contractor must deliver the Services in accordance with the Schedule of Performance. Exhibit B of the Agreement is replaced with a new Exhibit B-I attached hereto. 1 Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $1,688,879.04 ("Contract Price"), based upon the scope of services in Exhibit A-I and the budget and rates included in Exhibit C- 1, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. Exhibit C of the Agreement is replaced with a new Exhibit C-I attached hereto. 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO BY ALL CITY MANAGEMENT SERWCES Title Title Secretary Date paleJLlnl8,2024 APPROVED AS TO FORM City Attomey ATTEST: City Clerk Date EXPENDITURE DISTRIBUTION 2 EXHIBIT A-I ACMS Scope of Services 1. All City Management Services, Inc. will handle the Crossing Guard services for the City of Cupertino for two years, consisting of tlie 2024/2025 and 2025/2026 school sessions beginning on or around August, 2024 and ending on or around June, 2026. 2. ACMS will provide sixteen (16) personnel eqriipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Griard. ACMS is an independent Consultant and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City of Cupertino. 3. Crossing Guard Services shall be provided by ACMS at designated locations, identified by City of Cupertino and ACMS shall provide coverage at the school crossings as required. ACMS shall be flexible and provide guards for the horirs and locations needed on the instnictions of appropriate City personnel. 4. ACMS and all persons who are employed for assignment to this contract shall undergo background checks to ensure they have not been convicted of any offense involving moral turpitude, a felony for violent crimes, or a felony for crimes against children. ACMS understands no one registered as a sex offender or narcotics offender will be hired as a crossing guard. 5. ACMS designated Trainer will conduct training for Crossing Guards. ACMS shall provide personnel properly trained as herein specified for the performance of duties of Crossing Guards. 6. In the performance of their duties ACMS and employees of the ACMS shall conduct themselves in accordance with the conditions of this Agreement and the laws and codes of the State of California pertaining to general pedestrian safety and school crossing areas. 7. ACMS understands that all crossing guards shall also receive training pertaining to general traffic safety for pedestrians, motorists and themselves while serving as Crossing Guards. After completion of training ACMS will provide the City of Cupertino certificates of training that are signed and dated by the employee that received training and signed by the ACMS designated Trainer. 8, ACMS employees shall work to the highest professional standards and act in a corirteous, respectable manner and shall conduct themselves in a manner that is befitting a public servant. They shall present a professional appearance, that is neat, clean, well-groomed and be properly uniformed. EXHIBIT A-1 9. ACMS shall provide all Crossing Guards with apparel by which they are readily visible and easily recognized as Crossing Guards. Such apparel shall be uniforin for all persons perforining the duties of Crossing Guards and shall be worn at all times while perfomiing said duties. 10. ACMS shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required places and times, and in accordance with all items of this agreement. 11. ACMS shall monitor, supervise, and assure the safety of all school children who utilize intersections and crosswalks while moving to and from school zones. 12. ACMS Crossing Guards will report to the Police Department the license plate numbers of motor vehicles who violate traffic laws or Crossing Guard instnictions. 13. ACMS shall establish a liaison with the school district(s) to monitor changes in school schedules. 14. ACMS shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement. ACMS shall provide for its employees a 24-hour answering service and shall establish its own call-out procedures and this information shall be included in proposal. 15. ACMS shall one month prior to the start of the school year and each school year thereafter coordinate with the City's Safe Routes to School Coordinator to determine whether there are any changes to the bell schedules for any of the schools served under t's conbact. Exhibits B-1 and C-I Crossing Guard Fee Schedule Year 1- July 1, 2024 - June 30, 2025 Hourly billing rate: $38.95 per hour, per Crossing Guard NTE $380,000.00 Per California State Labor Law pertaining to Split Shift Differential, an additional one hour of compensation will be provided per guard, per day. Guards will receive minimum 3.O horir billing per day, inclusive of the additional one horir split shift compensation. Year 2 - July 1, 2025 - June 30, 2026 Hourly billing rate: $41.45 per hour, per Crossing Guard NTE $405,000.00 Per California State Labor Law pertaining to Split Shift Differential, an additional one hour of compensation will be provided per guard, per day. Guards will receive minimum 3.O hour billing per day, inclusive of the additional one hour split shift compensation. 71 Fenchurch Street London EC3M 4BS Telephone: +44 (0)20 3037 8000 Fax: +44 (0)20 3037 8010 T YS E R S ww.tysers.com CLAIMS MADE SEXUAL MISCONDUCT AND MOLEST ATION INSURANCE Fortn:Tysers SafeGuard 2021- primary Policy Number:MR234153 Unique Market Reference: BO572MR234153 Renewal of:MR224153 Named Insured:City of Cupertino - Parks and Recreation Department, Public Works Department Principal Address: 10300 Torre Avenue, Cupertino, CA 95014 Policy Period:From: l" July 2023 To: 1"' July 2024 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liabfflty: a) USD 5,000,000 b) USD 5,000,000 and separately: c) USD 75,000 in the aggregate during the policy period for all claims brought by or on behalf of each victim, and in the aggregate during the policy period for all claims brought by or on behalf of all victims in the aggregate during the policy period for all safeguard costs resulting from all circumstances Such Limit of Liability shall be in addition to the overall Limit of Liability stated in a) and b) above. Retention: USD 35,000 any one Victim Optional Extension Period: 12 months Additional premium of 100% of the annual premium plus applicable taxes, provided no claims and/or circumstances have been reported to the insurance company. In the event any claims and/or circumstances have been reported to the insurance company, the additional premium for the 12 month optional exteffsion period will be detertnined by the insurance company at the time this Policy is not renewed or replaced by the lnSuranee eOmt)anV Premium: USD 34,650 to be paid witliin 25 days of attacbment Notification pursuant to Clause IX. shall be given to: Beazley Group Attn: Claims Group 30 Batterson Park Road Farmington, CT 06032 claims(,beazley.com or Other Notices: To report a circumstance under the Safeguard Additional Coverage, Call +1 844 285 4700 wliere a service representative will be available 24 liours a day, seven days a week Retroactive Date: l"' July 2018 Pending or Prior Litigation Date: l" July 2018 Servtce of Suit: Senice of process in any suit shall be made upon: Lloyd's America, hic. Attention: Legal Department 280 Park Avenue, East Tower, 25th Floor New York, NY 10017 Governing Law: New York Conditions: Application Dated: 26'h June 2023 Califoiuia Srirplris Lines Notice California Complaints Notice Small Additional or Return Premiums Clause - NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct - NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Teirorism Exclusion - NMA 2918 US Terrorism Risk Insurance Act of 2002 as amended New & Renewal Business Endorsement - LMA5389 Several Liability Notice - LMA5096 Sanctions Limits Clause - LMA 3100 Tysers SafeGuard 2021 - Risk Management & Response Solutions Cyber Acts Clarification U.S Classification: Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008 License Number: OC66724 State of Filing:CA Brokerage:20% or same net equivalent downwards, plus taxes as applicable Information:Employees - 235 Contractors - 90 Exposure Units - 70,000 Nature of Business - Municipality Underwriting Security: l00%Lloyd's(InforixiationAboritL]oyd's) ,r ,,-fflffl DATE (MMIDD/YYYY) 05/09/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFIC;ATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENT ATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of si ch endorsement(s). PRODUCER SiafeFarm Florence Harrison State Farm Agency &O,License # OF73725 227 S La Brea Ave. Inglewood CA 90301 , INSuRED All City Management Services, INC. 10440 Pioneer Blvd. Ste 5 Santa FeSprings CA 90670 cNAME,oNTAcT Jessica Guzman ptuc.sol=,ll"o"=, 310-330-8220 I iuc.ho')", 310-330-8220 AE-DDREssMA'L, Jessica.guzman.fxxp@statefarm.com INSURER(S) AFFORDING COVERAGE NAIC # msuqpp A : State Farm Mutual Automobile Insurance Company 25178 INSURERB: E INSuRERC: [:' INSuRERD: E INSuRERE: $ INSuRERF: [' COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SLIBJECT TO ALL THE TERMS, EXCLuSIONS AND CONDITIONS OF SUCH POLI(':IES. LIMITS SHOWN MAY HAVE BEEN REDuCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADD INSD SUB WVD POLICY NLIMBER POLICY EFF (MM/DD/'maY) POLICY EXP 1MM7DD/YYYY)LIMIT!) COMMERCIAL GENERAL LIABILITY ICLAIMS-MADE € OCCUR EACH OCCLIRRENCE $ DAMAGE TO RENTED PREMISES (Ea occunencej $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEFl'L AGGREGATE LIMIT APPLIES PER: PRO- ___d POLICY L_J JECT LJ 10C 10THER: GENERAL AGGREGATE $ PRODuCTS-COMP/OP AGG $ $ ALITOMOBILE LIABILITY ANY AUTO OWNED SCHE[)ULED_ AUTOS ONLY u AuTOS HIRED M NON-OWNED 642_:2)jJjJ-3_JJ,7Jil 08/01/2023 08/01/2024 COMBINED SINGLE LIMIT (Ea accident1 $ H,'qoQ;@gJ BODILY INJljRY (Pet person)$ sODILY INJURY (Per accldent)$ PROHbHIY L)AMAGE _ A:OT-O-S ONLY /( AtIITO-S ON-L-Y Pe;ac-ciaent-l '-'- --$ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCLIRRENCE $ AGGREGATE $ DED t RETENTION !,'$ WORKERS COMPENSATION AND EMPLOYER8a LIABILITf Y , N ':'i::o:::':::'x:=:=ECuT"E @ (Mandatory in NH) IT yes, describe under DESCRIPTION OF OPERATIONS below NIA E'rt.i're I I ER"-$ E,L, EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE E.L. [IISEASE - POLICY LIMIT $ $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (7iCORC 101, Additional Remarks Schedule, may te attached if more space is requiied) CERTIFICATE HOLDER CANCELLATION f'_,_(4_]_ .:j 10300 Torre Ave. Cupertino CA95014-0000 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AuTHORIZED REPRESENTATIVE Completed by State Farm Underwriting Operations. If signature is required, please refer to contact name above. ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1001486 132849.14 04-13-2022 StateFal STATEFARMa' Pa Box 2368 Bloomington IL 61702-2368 55A ATI 002318 0093 CUPERTINO CA 95014-3255 A 111111llill11iiiilllml1il11Illill11i11iiiil1illil11iillllll111l DATE OF NOTICE: MAY 16 2024 CODE: NOTE: PLEASE NOTIFY STATE FARM AT THE ADDRESS IISTED AT THE TOP LEFT CORNER OF THIS PAGE REGARDING ANY CHANGE OF ADDRESS INFORMATION. State Farm Mutual Automobile Insurance Company NAMED INSURED:POLICY NO: [!2:2J91;BO12T5E'l YR/MAKE/MODEL: NONOWNED AUTO VIN/CAMPER: AGENT NAME: AGENT PHONE: (310)330-8220 ENDORSEMENT NO: 6028BU FLORENCE HARRISON 6164DP 6165CS6164DP POLICY MESSAGES: This policy shown above supersedes policy# 642219'l-75D. The policy includes a loss payable clause protecting the additional insured's interest in the described car to the extent of the insurance provided and subject to all policy provisions. The additional insured will be given 20 days notice if the policy is terminatedJntil such notice is provided, it shall be presumed that the required renewal premiums have been paid.The additional insured must notify us within 4 0 days of any change of interest or ownership coming to their attention.Failure to do so will render this policy null and void. COVERAGE: Bt AND PD LIABILITY $1 MILl$ 1 MIL/$ 1 MIL $600 DED. COMP/COLL. POLICY EFFECTIVE MAY 09 2024 UNTIL TERMINATED FRT State Farm Mutual Automobile Insurance Company PO Box 2368 Bloomington IL 61702-2368 g MATCH 01276 W DECLARAT10N8 PAGE PAGE 1 0F 2 POLICYNLIMBER 6422191-BOI-75E POLl12CYOlPAERMl.0sDtapnd7(aY'r;\17m_(2jen52il,IgJoj_2oN NAMED INSuRED 01276 75-0825-1 A IlllI11lliliill1illill11111l111liilli11ll11IlI1111i111ll11111l11i m STATE FARM PAYMENT PLAN NUMBER OJg-6512] AGENT a s PHONE:m DO NOT PAY PREMlllMS SHOWN ON THIS PAGE. IF AN AMOUNT IS DUE, THEN A SEPARATE STATEMENT IS ENCLOSE D. YOUR CAR NONOWNED AUTO kM' 4%jFF.. I 6700DQOO $1 ,000,000 Each Accident $100,000 $300,000 IMPORTANT NOTICE raols'?oourr!aruo5eu?ek'not':naf:'rimfoa'H:n'?oWo'E€n'eosr(ahmeefnoHOiWnsn!aknocaep!o?rwag'fehokhrR':a"kX:a cAlna!rorsrrhewphaoymkneonroinfga"Yj:rsesisen's guilty of a crime and may be subject to fines and confinement in state prison. Replaced policy number 6422191 -75[). Notice of insurance infor.mation pollection practices - personal, family, or household insurance transactions: Qe maycollect customer information from.p.ersone, other than the individual or individuals applying.for coverage. Such customer informaUon as well as other personal or privileged information subsequently collected may, in certain circumstances, be disclosed to third parties without your authorization as permitted by law. You have the right to submit a written receive a response within 30 days ofWqbu:i'4ii!!Hay:c:sr:qu'e':.ctl?a::ndde'n'yr ::\equesr7:S 'haiUe't%r:Bhtn:?i'le'aes'E::nt wonithhouws ctOonfltlaeinsiun&the informaantdio0nuyrofuullfepe(lIViascaycncOutr.IacteecaanndbfaeirfOaulonndgwith.sthtaeterfeaarsmo.ncsomyolcuudsitsOamgererecawrieth/pqrluVradcyensieacl.ulrnlts5purclvtiaocnys or contact your statr: H: Agent. Your total renewal premium for AUG Of 2023 to AUG 01 2024 is $'l,353.20. Location used to determine rate charged-10440 PIONEER BLVD STE 5, SANTA FE SPGS CA 90670. CONTINUED 11SXON (ola025fe) See Reverse Side This policy is issued by State Farm Mutual Automobile Insurance Company. MUTUAL CONDITIONS 1. Membership. While this policy Is in force, the first Insured shown on the Declarations Page is entitled to vote at all meetings of members and to receive dividends the Board of Directors in Its discretion may declare in accordance with reasonable classifications and groupings of policyholders established by such Board. 2. No Contingent Liability. This policy is non-assessable. 3. Annual Meeting. The annual meeting of the members of the company shall be held at its home office at Bloomington, lllinois, on the second Monday of June at the hour of 10:00 A.M.i unless the Board of Directors shall elect to change the time and place of such meetlng, in which case, but not otherwise, due notice shall be mailed each member at the address disclosed In this policy at least 10 days prior thereto. In Witness Whereof, the State Farm Mutual Automobile Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, lllinois. Secretary Prestdeni IMPORT ANT NOTICE: California law requires us to provide you with information for filing complaints with the Slate Insurance Department regarding the coverage and service provided under this policy. Your agent's name and contact information are provided on the front of this document. Another option is to reach out by mail or phone directly to: State Farm" Executive Customer Service PO Box 2320 Bloomington IL61702 Phone # 1-800-STATEFARM (1-800-782-8332) Department of Insurance complaints should be filed only after you and State Farm or your agent or other company representative have failed to reach a satisfactory agreement on a problem. California Department of Insurance Consumer Services Division 300 South Spring Street Los Angeles, CA 90013 Phone # 1-800-927-HELP (4357) or visit www.insurance.ca.qov/Oj-consumers NOTICE We are required to furnish you with the following information: An automobile liability insurance compan.y mta,Yecdacn8cneclejlapfoll0icnyWb:lfc%r@lstlhOecaetnedd plnftTeeGcBunrererant, leorlimcysperiod far reasons described in the provision sectionofyourpolicy(refertothe Contents inthebeginning ofyaurpolicyforthe page number). 2. Anautomobileliabilityinsurancecompanymayincreasetheprgmiumorrefusetorenewthepolj.yfor any of the following reasons: a. Accidentinvolvementbyaninsiired,andwhetheraninsuredisatfaultinthgaccident. b. A change in, or an addition of, an insured vehicle. c. A change in, or addition of, an insured under the policy. d. A change in the location ofgaraging afan insured vehicle. e. A change in the use of the insured vehicle. f. 0(,poen:aitc.lt0ionn0sffaormv0iotOlartVinJ,lacneYprovision ofthe Vehicle Code orthe Penal (,ode relating to the g. The payment made by aninsurer due to a claim filed by an insured or a third party. An automobile liability insurance company may increase the premium or refuse to renew the policy for reasons that are not listed above but which are lawful and not unfairly discriminatory. ctvb2 State Farm Mutual Automobile Insurance Company PO Box 2368 Bloomington It 61702-2368 01276 75-0825-1 A NAMED INSuRaD 001276 0058 ALL CITY MANAGEMENT SERVICES, INC 10440 PIONEER BLVD SrE 5 SANTA FE SPGS CA 90670-8238 02846-1-A MATCH 01276 MLITL VOL PAGE 2 0F 2 STATE FARM PAYMENT PLAN NUMBER 1348465123 YOUR POLICY CONSISTS OF THIS DECLARATI€NS PAGE THE POLICY BOOKLET FORM 9805B AND ANY ENDORSEMENTS THAT APPLY. INCLUDING THOSE ISSUED TO YOU WITH ANY SUBSEQUENT RENEWAL NOTICE 01 6028BU ADDITIONAL INSURE[)-GRAN[) PRAIRIE 300 W MAIN ST GRAN[I PRAIRIE TX 75050-5621 02 6028BU ADDITIONAL INSURED-CITY OF WAUSAU 407 GRANT ST WAUSAU WI 54403-4737 03 6028BU ADDITIONAL INSURa)-CITY OF SOLANA BEACH 635 S HIGHWAY 101 SOLANA BEACH CA 92075-2297 04 6028BU ADDITIONAL INSURED-CITY OF COLLEGE STATION ATTN: RISK MANAGEMENT Pa BOX 9960 COLLEGE STA TX 77842-7960 05 6028BU ADDITIONAL INSURED-CITY OF CUPERTINO 10300 T0RRE AVE CUPERTINO CA 95014-3255 6030GF BUSINESS NAMED INSURED 6031[)D ANNUAL PC)LICY PERIOD 6126MD EXCESS COVERAGE FOR PERSCINAL VEHICLE SHARING 6128AC AMENDATORY ENDORSEMENT -EXPIRES AUG 01 2024 6129J AMEN[)ATORY ENDC)RSEMENT -EFF AUG 01 2024 6164DP HIRED CAR LIABILITY CC)VERAGE 6165CS EMPLCIYERS NON-OWNED CAR LIABILITY COVERAGE 6166AM HIRED CAR-COMPREHENSIVE COVERAGE AN[) COLLISION COVERAGE $100OOO LIMIT: $500 DalUCTIBLE 08080/07066 iola0254i.) Agent:FLORENCE HARRISON Telephone: (310)330-8220 Prepared MAY 16 2024 0825-BO7 This policy is issued by State Farm Mutual Automobile Insurance Company. MUTUAL CONDITIONS 1. Membership. While this policy is in force, the first Insured shown on the Declarations Page is entitled to vote at all meetings of members and to receive dividends the Board of Directors in Its discretion may declare in accordance with reasonable classifications and groupings of policyholders established by such Board. 2. No Contingent Liability. This policy is non-assessable. 3. Annual Meeting. The annual meeting of the members of the company shall be held at its home office at Bloomington, lllinois, on the second Monday of June at the hour of 10:00 A.M.i unless the Board of Directors shall elect to change the time and place of such meetlng, in which case, but not otherwise, due notice shall be malled each member at the address disclosed In this policy at least 10 days prior thereto. In Witness Whereof, the State Farm Mutual Automobile Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois. Secrekaty PresklerA IMPORT ANT NOTICE: Califomia law requires us to provide you with information for filing complaints with the State Insurance Department regarding the coverage and service provided under this policy. Your agent's name and contact information are provided on the front of this document. Another option is to reach out by mail or phone directly to: Slate Farm" Executive Customer Service Pa Box 2320 Blooinington IL 61 702 Phone # 1-800-STATEFARM (1-800-782-8332) Department of Insurance complaints should be filed only after you and State Farm or your agent or other company representative have failed to reach a satisfactory agreement on a problem. California Department of Insurance Consumer Services Divit+ion 300 South Spring Street Los Angelea, CA 90013 Phone # 1-800-927-HELP (4357) or visit www.insurance.ca.gov/01-conaumera NOTICE We are required to furnish you with the following information: " :enrW'dI'f:Orbe':esgnasbj:crnibue:ainnThec0p'r'o!AsniXrW'AYeda["acn:eall!aHlocnywbl'flfcOhreisIlhoec:tneg oinft'tjee(:eunrereran!leOrlmc'! section ofyour policy (referto the Contents in the beginnmg of your poficy forthe page number). 2. Anautomabileliabilityinsurancecompanymayincreasetheprgmiumorrefusetorenewthepolicyfor any ofthe following reasons: a. Accidantinvolvamentbyaninsured,andwhetheraninsuredisatfaultinthgaccident. b. A change in, or an addition of, an insured vehicle. c. A change in, or addition of, an insured under the policy. d. A change in tha location of garaging of an insured vehicle. e. A change in the use ofthe insured vehicle. f. OCpoen:aitc.It0ionn0sffaormv0iotOlartvine!lacnleY provision oT the Vehicle Code or the Penal (Sods relating to the g. The payment made by an insurer due to a claim filed by an insured or a third party. An automobile liability insurance company may increase the premium or refuse to renew the policy for reasons that are not listed above but which are lawful and not unfairly discriminatary. C!V112 6030GF BUSINESS NAMED INSURED This endorsement is a part of the policy. Because of the type of named insured shown on the Declarations Page of this policy and the changes made below, all references to resident rela- tives and non-owned cars in the policy are deleted. Except for the changes this endorsement makes, all other provisions of the policy remain tlie same and apply to this endorsement. o o o o o 1. DEFINITIONS :Thu or Kur is cliaiiged to read; lbu or :ffiur means the named insured or named insureds shown on the Decla- rations Page. 2. LIABILITYCOVERAGE a. Additional Definition Imured is chaiiged to read: Insured means: 1. you for: a. the ownership, rnaiiitenance, or use of (l) your car; (2) a neivly acquired car; or (3) a trailer; and b. the maintenance or use of a temporary substitute car; 2. anyprszmforhisorheruseof: a. your car; b. a newly acquired car; c. a tenporary suhstitute car, or d. a trailer while attaclied to a car described in a., b., or c. above. Such veliicle must be used with your pemiission, express or implied, and witl'iin the scope of tl'iat permission; and 3. aiiy other person or organization vicariously liable for the use of a veliicle by an imured as defiiied iii 1. or 2. above, but only for sucl'i vicarious liability. This provision applies only if tbe ve- hicle is: a. neither mned by, nor hired by, tliat otlier person or or- ganization; and b. neither available for, nor being used for, cariying persons for a cliarge. Imured does not include tlie United States of Atnerica or any of its agencies. b. Exclusions (1) Exclusion 5. is chai'iged to read: FOR BODILY INJURY TO THAT INSURED'S FELLOW EMPLOYEE WH[lE THE FELLOW EMPLOYEE IS IN THE COURSE AND SCOPE OF HIS OR HER EMPLOY- MENT; (2) Exclusion 7. is changed to read: WHILE MAINTAINING OR USING A VEHICLE IN CONNECTION WITH THAI INSURED'S EMPLOYMENT IN OR ENGAGEMENT OF ANY KIND IN A CAR Bun- MESS. Tliis exclusion does not apply to: a. you; or Page l of 3 @, Copyrigl'it, State Fann Mutual Automobile Insuraiice Company, 2015 6030GF rrzgti-is b. any of your agents, em- ployees, or business part- ners wliile maintaining or using your car, a mvly acquired car, a temporary substitute car, or a trailer mned by you; (3) The following exclusion is added: THERE IS NO COVERAGE FOR AN INSURED FOR DAMAGES RES[TLTING FROM: 1. THE HANDLING OF PROPERTY BEFORE IT IS MOVED FROM THE PIACE IT IS ACCEPTm) BY THE l- SURED FOR MOVE- MENT INTO OR ONTO A VEH[CLE FOR WH[CH THE nVSURED IS PRO- Vn)ED LIABn,ITY COV- ERAGE BY TH[S POLICY; 2. % HANDLNG OF PROPERTY AFTER IT IS MOVED FROM THE VEHICLE DESCRIBED n'J 1. ABOVE TO THE PLACE WHERE IT IS FI- NAI,LY DELrVERED BY THE INSURErl, OR 3. THE MOVEMENT OF PROPER"ff BY MEANS OF A MECHANICAL DEVICE, OTHER THAN A HAND TR'UCK, THAT IS NOT AITACHED TO THE VEHICLE DE- SCRIEED IN 1. ABOVE. 3. MEDICAL PAYMENTS COVERAGE a. Additional Definitions Imured is clianged to read: Insured means any person wliile occupymg: 1. your car, 2. a nesvly acquired car; 3. a tenq>orary substitute car; or 4. a bailer while attaclied to a car described in 1., 2., or 3. above. Sucli veliicle must be used within tlie scope of your consent. b. Exclusions (1) Exclusion 1. is deleted. (2) Exclusion 4. is c)ianged to read: THERE IS NO COVERAGE FOR AN INSURED WHO IS OCCUP1'ING A VEH[CLE WHu.E IT IS: a. MADEAVAILABLE; OR b. BEINGUSF.D TOCARRY PERSONSFORA CHARGE; (3) Exclusion 5. is changed to read: WH[LE MAINTAW[NG OR USn'JG A VEH[CLE W CONNECTION WH M INSURED'S RMPLOYMENT TR OR ENGAGEMFJT OF ANY KIND IN A C,4R BUSI- S. This exclusion does not apply to any of your: a. agents; b. employees; or c. business partners wlff)e maintairffng or using your car, a newly acquired car, a Page 2 of 3 @, Copyriglit, State Fann Muhial Automobile Insurance Company, 2015 6030GF o o o o o tenq>orary substrate car, or a traibr mned by 3iou; (4) Exclusions 7. and 9. are deleted. 4. UNINS[mED MOTOR VEHICLE COY- ERAGF. a. Additional Definitions Insured is changed to read: Insured means: 1. any person wliile occupying. a. your car; b. a newl)i acquired car; or c. a temporary substitute car. Sucli veliicle nuist be used witliin tbe scope of your con- sent. Sucli person occupying a public or livery conveyance is not an insured; and 2. you or any person entitled to re- cover compensatory damages as El result of bodily irgjury to an imured defined in item 1. above. b. Exclusions Exclusion 2. is deleted. 5. PHYSICALDAMAGECOVERAGES Additional Definitions a. Covered iick is clianged to read: Cmiered Koliicle means: 1. your car; 2. a newly acquired car; 3. atemporarysubstitutecar,and 4. a camper tl'iat is designed to be mounted on a pickup truck and is sliown on tlie Declarations Page; including its parts aiid its equip- ment that are cominon to tlie use of the veliicle as a veliicle. However, parts and equipment of cairipers must be securely fixed as a perma- nent part of tlie cai'nper. b. Imured is cliaiiged to read: Insured means you. Page 3 of 3 O, Copyriglit, State Fanni Muhial Automobile Insurance Company, 2015 6030GF 6031 DD ANNUAL POLICY PERIOD This endorsement is a part of tl'ie policy. Except for the clianges this endorsement makes, all other provisions of the policy remain the same and apply to tlffs endorsement. GENF!,RALTF,RMS When Coverage Applies is clianged to read: The coverages provided by tliis policy are sl'iown on the Declarations Page and apply to acci- dents and losses tliat occur during the policy period. The policy period is sliown on tlie Decla- rations Page and is for successive periods of twelve months each for wlffcli the renewal premium is paid. Tlie policy period begins and ends at 12:01 AM Standard Time at tl'ie address sliown on the Declarations Page. Page 1 of 1 Q Copyriglit, State Farni Mutual Automobile Ingurartce Coinpany, 2010 6031DD o o o o o cri 6126MD EXCESS COVERAGE FOR PERSONAL VEHICLE SHARING Tliis endorsement is a pm of tlie policy. Except for tlie changes this endorsement makes, all otlier provisions of tbe policy remain tlie same and apply to tlus endorsement. 1. LIABILITY C(W?,RAGE 2. MEDICALPAYMENTS COVERAGE a. Exclusions a. Exclusions Exclusion 15. is replaced by tl'ie following: THERE IS NO COX/ERAGE FOR AN INSURED FOR THE OWN- ERSHIP, MAINTENANCE, OR USE OF YOUR (,4/? OR AAiEW}' ACQUIRED C.4/? WHILE USED IN PERSONAL VEHICLE SHARING. Tliis exclusion does not apply to you and resident rehi- tives wlien, and only if, tlie fiill amount of all available limits of all other liability bonds, policies, and self-insurance plans tliat apply liave been used up by payment of judB- ments or settlements, or )iave been offered in writing. b. If Other Liability Coverage Applies The first paragrapli of item 2. is changed to read: The Liability Coverage provided by tliis policy applies as primary cov- erage for the owners)iip, mainte- nance, or use of your car or a trailer attached to it, except wliile your car or a trailer attached to it is used in personal vehicle sharing. Tl'ie Liability Coverage provided by tlus policy applies as excess cover- age for the ownersliip, mainte- nance, or use of your car or a trailer attaclied to it wlffle your car or a trailer attached to it is used in personal vehicle sharing. (1) Exclusion 3. is replaced by the fol- lowing: THERE IS NO COVERAGE FOR AN INSURED WHO IS OCCUP1'lNG A VEH[CLE WHILE IT IS RENTED OR LEASED TO OTHERS BYAN INSURED. This exclusion does not apply to you and resi- dent relatives wliile occupying your car or a newly acquired car while used in personal vehicle s}taring wlieii, and only if, tlie full amount of all availa- ble limits of all other sources of medical payments coverage or similar veliicle insurance tliat apply liave been paid. (2) Exclusion 15. is replaced by tlie following: THERE IS NO COVERAGE FOR AN INSURED WHO IS OCCUPYING 1'OUR C,4R OR A NET4'LY ACQUIRED C,4R WH[LE USED IN PERSON- ,4ff VEHICLE SHARING Tliis exclusion does not apply to you and resident relatives wlien, and only if, the full amount of all available liniits of all other sources of medical payments coverage or similar velucle insurance tliat apply have been paid. Page l of 3 @, Copyrigbt, State Farm Mutua} Automobile Insurance Coinpany, 2013 6126MD Z9Z0-90*0 n-jSlt-19 b. If Other Medical Payments Coverage orSimilarVehicle InsuranceApplies Tlie first paragrapli of item 3. is clianged to read: Tlie Medical Payments Coverage provided by this policy applies as primary coverage for an ituured who sustains bodily injury wliile occupying your car or a trailer attaclied to it, except wl'iile your car or a trailer attaclied to it is used in pemonal veiiicle sharing. Tlie Medical Payments Coverage provided by this policy applies as excess coverage for you and resident rela- tives who sustain bodily injury while occupying your car or a traikr attaclied to it wliile your car or a trailer attached to it is used in pemonal vehicle sharing. 3. UNINSURED MOTOR VEHICIJ COVERAGE a. Exdusions Exclusion 6. is replaced by the following: THERE IS NO COVERAGE FOR AN INSURED WHO IS OCCU- PITNG 1'OUR Cl OR A NEW- LY ACQUIRED CAR WH[LE USED IN PERSON& g'EHICIJE: SHARING. This exclusion does not apply to you and resident rela- tives wlien, and only if, the full amount of all available limits of all other sources of uninsured motor vehicle coverage that apply have been paid. b. If Other Uninsui'ed Motor Vehicle CoverageApplies Tlie first paragrapli of item 2. is changed to read: Tlie Uninsured Motor Veliicle Cov- erage provided by this policy ap- plies as primary coverage for an imured wlio sustains bodily injury while occupying your car, except wliile your car is used in personal vehicle sharing. The Uninsured Motor Velffcle Coverage provided by tl'iis policy applies as excess coverage for you and resident rela- tives who sustain bodily injury while occupying your car wliile your car is used in personal vehi- cle s1iaring. 4. PHYSICAL DAMAGE COVERAGES a. Exclusions (1) Exclusion 2. is replaced by the fol- lowing: THERE IS NO COVERAGE FOR ANY COIIERED VEHI- CLE WH[[,E IT IS RENTED OR LEASED TO OTHERS BY AN INSURED. This exclusion does not apply to your car or a newly acquired car while used in personal vehiclg sharing wlien, and only if, tlte full amount of all available limits of all other sources of pliysical damage coverage or similar coverage that apply liave been paid. (2) Exclusion 20. is replaced by tlie following: THERE IS NO COVERAGE FOR 1'OUR CAR ORAa;aF- LY ACQUIRED Cff WHu,E USED IN PERSON& VEHI- C12. SHARING. This exclu- sion does not apply when, and only if, the full amount of all availab)e limits of all other sources of physical damage Page2 of3 @, Copyright, State Fann Muhial Automobile Inairance Company, 2013 6126MD o o o o o coverage or similar coverage that apply have been paid. b. If Other Physical Damage Coverage or Similar Coverage Applies The first paragraph of item 3. is clianged to read: Tlie pliysical damage, coverages provided by tl'iis policy apply as primary coverage for a Loss to your car, except while your car is used iii personal vehicle s/tar%. The pliysical damage coverages provid- ed by tliis policy apply as excess coverage for a lnss to your car wliile it is used in personal vehicle sharing. Page 3 of 3 0, Copyriglit, State Farin Muhial Automobile Insurance Coir+pany, 2013 6126MD 8164DP HIRED CAR LIABILITY COVERAGE Tlffs endorsement is a part of the policy. Except for the cliaiiges tliis endorsement makes, all otlier provisions of the policy remain the same and apply to tliis endorsement. 1. DFiFINITIONS 3. anyofyourbusinesspartners; 4. any of your executive officers; or a. (hvnedEy is changed to read: OwnedBy means: 1. owned by, 2. registered to; or 3. leased. if the lease is written for a periof of 6 or more consecutive montlis, to. b. Tlie following definition is added: 5. any person who resides primar- ily with a person described in 1., '2'+ 3., or 4. immediately preceding. 2. LIABILITY COVH,RA(a!: a. Additional Definition Insured is clianged to read: Imured means: 2. any person wliile using a liired car. Tlie hired car must be used witli your pemission, ex- press or implied, and within the scope of that permission; and 3. any other person or or- ganization vicariously liable for the use of a hired car by an in- sured as defined in 1. or 2. above, but only for sucli vicari- oris liability. Imured does not include: 1. you for the maintenance or use of a liired car; Hired Car means, when used under contract on your belialf or loaned to JOu: 1. a land motor vehicle designed for use primarily on public roads; 2. any type of trailer or semitrailer designed for use primarily on public roads; and 3. mobile equipment designed for use primarily off public roads: a. while used on public roads solely for locomotion, if self-propelled and not equipped witb crawler- treads; or b. wliile being transported on public roads if being towed by or carried on a land mo- tor vehicle designed for use primarily on public roads and insured with us. Hired Car does not include any ve- liicle that is mined by: 1. you', 2. any ofyour employees; Pagelof2 @, Copyriglit, State Farm Muhia} Automobile Insuraiice Coinpany, 2015 1. tlie owner of a hired car; 2. any other person or or- ganization, including its agents or einployees, who rents, leases, or loans the 1iired car to you or aiiy persotx or organization for use on your behalf, or 3. the United States of America or any of its agencies. 6164DP b. Exclusions o o o o o Exclusions 9. and 13. are deleted. 3. UNINS[mED MOTOR VEHICLE COVERAGE a. Additional Defuiitions Imured is changed to read: Imured means any person sgvlsUc using a hired car. Tlie hired car inust be used witl'i your pemiission, express or implied, ai'id within tlie scope of that permission. Insured does not include: 1. the OWner of a hired car: 2. any otlier person or or- ganization, including its agents or anployees, who rents, leases, or loans the hired car to you or any person or organization for use on your behalf. b. Exclusions (1 ) Exclusion 2. is changed to read: THERE IS NO COVERAGE FOR AN INSURED WHO SUSTAn%TS EODILY INJURY WaE OCCUPYING A MO- TOR VEHICLE, OTHER 3A HmED Cm. (2) Exclusion 6. is changed to read: THERE IS NO COVERAGE FOR AN INSURm WHO IS OCCUP'flNG A j Cm WH[E USED W PERSON& VEHICLE SHa7V(,; (3) Exclusion 8. is clianged to read: THERE IS NO COVERAGE FOR AN INSURED WH[,E OCCUPYING A HmED C,4R IF THE OWNER HAS UN[N- SURED MOTOR VEH[CLE COVERAGE OR UNDERIN- SURED MOTOR VEH[CLE COVERAGE ON THAT HmED CAR WITH LIM[TS EQUAL TO OR GREAIER THAN THE UNINS[mED MOTOR VEH[CLE COVER- AGE LnfflTS PROV[DED BY TH[S POLICY; 4. GENF.RALTERMS The following is added: Audit VVe have tlie rigl'it to audit your records as they relate to this insurance. Tliis au- dit may take place any time up to fl'iree years after tlffs policy is terminated. Page2 of2 @, Copyrida, Stafe Fann Mutual Automobile hisumnw Company, 2015 6164DP i n!0-9(Ql n-zgrzs 6165CS EMPLOYERS NON-OWNED CAR LIABILITY COVERAGE This endorsement is a part of the policy. Except for tl'ie chaiiges this endorsement makes, all otlier provisions of the policy remain the same and apply to this endorsement. 1. DEFINITTONS 2. LIABILITYCOVERAGE Non-Owned Car is changed to read: Non-Chvned Car means: 1. a land motor velffcle designed for use primarily on public roads; 2. any type of trailer or semitrailer de- signed for use primarily on public roads; and 3. mobile equipment designed for use primarily off public roads: a. while used on public roads solely for locomotion, if self- propelled and not equipped witli crawler-treads; or b. wliile transported on public roads if being towed by or car- ried on a land motor veliicle designed for use primarily on public roads and insured with US. Non-Owrted Car does not include any veliicle that is: 1. mnedby you; or 2. used under contract on your belialf or loaned to you, unless tliat veliicle is osvnedby: a. any of your employees; b. any of your business partners; c. any of your executive officers; or d. any person wlio resides prirnar- ily witli you or a person de- scribed in a., b., or c. immediately preceding. a. Additional Definition Imured is changed to read: Insured means: 1. you for the use of a non-mned car in your business; and 2. any otlier person or organiza- tion vicariously liable for tlie use of a non-oimed car in your business by an insured as de- fined in item 1. above, but only for sucli vicarious liability. Insured does not include: 1. the owner of a non-mned car, or 2. theUnitedStatesofArnericaor any of its agencies. b. Exclusions Exclusions 9. and 13. are deleted. 3. UNINSURED MOTOR VEHICLE COVERAGR a. Additional Definitions Imured is changed to read: Imured means any pemon whUe using a non-mvned car in your business. Tlie non-owned car must be used witli your permission, ex- press or implied, and within the scope of that permission. Insured does not include: 1. the owner of a non-owned car, 2. any other person or or- ganization, including its agents or employees, wlio rents, leases, Pagelof2 @, Copyriglit, State Farm Mutual Autoinobile hisuraiice Company, 2015 6165CS o o o o o or loans tl'ie non-mned car to you or any person or orBamza- tion for use on your bcliM. b. Exdusions (l) Exclusion 2. is changed to read: THERE IS NO COVERAGE FOR AN INSURED WHO SUSIAINS EODILY INJURY WH[LE OCCUP1'lNG A MO- TOR VEH[CLE, OTHER THAN A NON-OT41NED C.4R. (2) Exclusion 6. is changed to read: THERE IS NO COVERAGE FOR AN INSURED WHO IS OCCUP1'lNG A NON- OWNED C,=lR WHILE USED IN PERSONAL T'EHICLE SHARING: (3) Exclusion 8. is clianged to read: THERE IS NO COVERAGE FOR AN INSURED WHILE OCCUPYING ANON-OWNED CAR IF THE OWNER HAS UNINS{mED MOTOR VE- H[CLE COVERAGE OR ?JN- DERINSURED MOTOR VEHICLE COVERAGE ON THAT NON-01;€161) C.4R WITH LIMITS EQUAL TO OR GREATER THAN THE ?JNINSURED MOTOR VE- H[CLE COVERAGE LIM- ITS PROVIDED BY THIS POLICY; 4. GE,NERALTERMS The following is added: Audit T41e liave tlie riglit to audit your records as tliey relate to tliis insurance. Tliis audit may take place any time up to tliree years afier this policy is termi- nated. Page 2 of 2 O, Copyrigl'it, State Farm Muhial Autoinobile Insuraiice Company, 2015 6165CS 6166AM HIRED CAR - COMPREHENSIVE COVERAGE AND COLLISION COVERAGE This endorsement is a part of the policy. Except for tl'ie.clianges this endorsement makes, all otlier provisions of tlie policy remain tlie same and apply to tlns endorsement. Tliis policy is clianged as follows for the use of a hired car: 1. DEFINITIONS Owned By is clianged to read: Owned By meaiis: 1. owned by, 2. registered to; or 3. leased, if tlie lease is written for a period of 6 or more consecutive montbs, to. 2. PHYSICAL DAMAGE COVERA(JS a. The second paragraph tliat begins, "This policy provides" is replaced by the fol- lowing: Tlus policy provides: 1. Compreliensive Coverage; and 2. Collision Coverage for tlie use of hired cars. b. DeduchThle is replaced by the following: Deductible The deductible tliat applies to any Compreliensive Coverage or Col)i- sion Coverage provided by tliis endorsement is shown on tlie Decla- rations Page iinmediately following tlie title and dollar amount limit of tliis endorsement. c. Additional Defuiitions (1) The following is added: Hired Car meaiis, wlien used under contract on your belialf or loaned to you: 1. a land motor veliicle de- signed for use priiriarily on public roads; 2. any type of trailer or semi- trailer designed for use pri- marily on public roads; and 3. mobile equipment designed for use primarily off public roads: a. while used on public roads solely for locomo- tion, if self-propelled and not equipped w'th crawler-treads; or b. while being transported on public roads if being towed by or carried on a land motor vehicle de- signed for use primarily on public roads aiid in- sured with us. Hired Car does not include any veliicle that is owned by: 1. you; 2. any ofyur employees; 3. any of your business part- ners; 4. any of your executive offic- ers; or 5. any person wlio resides pri- marily with a person de- scribed in 1., 2., 3., or 4. inmediately precediiig; Page 1 of 2 @, Copyright, State Fariri Mutual Automobile Insurance Coinpany, 2016 6166AM o o o o o (2) Covered vehicle is changed to read: Covered vehicle means a hired Car. (3) Imured is clianged to read: Insured means: a. you; b. anyof)iziuremployees; c. any of your business part- ners; and d. any of your executiye offic- ers. d. All references to Non-mned car in Pliysical Damage Coverages are deleted and replaced with coveredvehicle as de- fined in this endorsement. e. InsugAgreements Comprehensive Coverage and Colli- sion Coverage are replacedwith tl'ie fol- lowing: Comprehensive Coverage and Collision Coverage (1) Wewillpayforlnsstoacmered vehicb. (2) If a coveredvehicle is rented on your behalf from a car business, tlien sve will pay reasonable loss of use charges and reasonable administrative charges cliarged by the car business if owed un- der tlie written terms of the rental contract as the result of a loss that is payable under the coverage provided by tl'iis en- dorsement. f. Limits and Loss Settlement - Com- prehensive Coverage and Collision Coverage (1) Tlie following is added: The most we wUl pay for loss to a covered vehicle is the amormt sliown on the Declarations Page immediately following tlie title of tlffs endorsement. (2) Items 2. and 3. are deleted. 3. GKNERALTERMS Tlie following is added: Audit We liave the riglitto audit your records as they relate to t)iis insurance. Tl'iis audit may take place aiiy time up to tl'ireeyears affer this policy is termi+iated. Page 2 of 2 @, Copyright, State Farm Mutual Automobile Insurance Conipany, 2016 6166AM 2920')0% n'l9ThlS DATE (MM{00/YYYY) 5/7 /2024 THIS CERTIFICATE IS IS8UED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSulNG INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC 1 Polaris Way #300 Aliso Viejo CA 92656 Licensd: OH18131 CONTACT NAME: F ( )l A 00 C.4.=xth 17z,ho, 5Sl V M 1011:B3, occerts@marshmma.com ' INSURER(8) AFFOFID1N3 COVERAGE NAIC # ihsuneqa : Lexington Insurance Company 19437 lN8uRE0 ALLCITYMAN All City Management Services, Inc. 1 0440 Pioneer Blvd., Suite 5 Santa Fe Springs, CA 90670 i+iswen B : AXIS Surplus Insurant,e Company 26620 ixstmat c : Westchester Surplus Lines Insurance Co 10172 i+isuseq o : National Casualty Company 11991 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1164366258 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSLIRANCE LISTED BELOW HAVE BEEN ISSuED TO THE INSLIRED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSLIRANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLuSIONS AND CONDITIONS OF SUCH "OLR:IES. LIMITS SHOWN MAY HAVE BEEN P,EDUCED BY PAID CLAIMS. INSR LTR TYPE OF IN811RANCE ADDL 1N8D SuBR WVD POLICYNLIMBER lMu?XrfflYl (!PI!'D'/Y'L1MIT8 A x -X COMMERCIAL GENERAL uABILITY ICLAIMS-MADE [U] OCCUR 500.000 Y Y pHil4B 8/1/2023 8/1/2024 EACH OCCURRENCE iT;5t'5:o'nq -DAMAGE TO RENTED PREMISES (Ea occurrence)$ 100,000 MED EXP (Any one person)$ PERSONAL & ADV INJURY $1,000,000 GEil'L AGGREGATE LIMIT APPLIES PER: lPo:Ll=C; tU] j:8 € LOC GENERAL AGGREGATE [j;6ei0,'Q_d PRODUCTS - COMP/OP AGG $ 2,000,000 $ AU-OMOBILE LIABILITY - ANY AUTO OWNED scheouu:o_ AuTOS ONLY u AuTOS HIRED n NON-OWNED_ AUTOS ONLY 1_J AUTOS ONLY N N COMBINED SINGLE LIMIT (EB accldem)$ BODILY INJURY (Per person)$ BODILY INJtlRY (Per accident)$ PROPERTY DAMAGE (Per acclden0 $ $ B -X LIMBRELLALIAB EXCESS LIAB 8 I OCCLIR CLAIMS-MADE N N POOI 001 18039401 8/1/2023 8/1/2024 EACH OCCURRENCE la'oTg-,o(jQ AGGREGATE $ 3,000,000 DED I I RETENTION$$ D WORKERS COMF'ENSATiON AND EMPLOYERSa LIABILITY Y , N ANW%%PW(a:Wl,:%'ffl%l,/,,fECuTIVE [E](Mandatory In NH) ff yes, descrlbe under DESCRIPTION OF OPERATIONS below N/A Y 3_T,f 1/i/2024 1/1/2025 " I SR'TuTE I I ER"- E.L. EACH ACCIDENT j:o'_,%d E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. OISEASE - POLICY LIMIT $1,000,000 c Excess Lsyer G72535522003 8/1/2023 8/1/2024 AGGREGATE $6,000,000 DESCRIPTIONOFOPERATION8/LOCAnONS/VEHICLE8 (ACORD101iAdditionalRamarksSdiaduleimaybiatlaiihedifmorispscelsrequirsd) r,lhaeb,,i,pe,, waogrde.lnntgs,aspeprvlleasntpsearna%avcohluendteeenrsdoarrseemineclnutM.a_:"aivse:'a"',_rofJu!rog'a"ti"o(fapapsl0ireessptoecGtsenioeraaelneralLiabilityandabac_hedeWnlsdoc"emceonunc'offlAaceM.oo'as'empl'oyees' CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 Torre Ave. Cupertino CA 95014-0000 I SHOulD ANY OF THE ABOVE DESCRIBED POLICIE8 BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROV1810N8. AuTHORIZED REPRESENTATIVE = @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD INSURED: All Clfy Management POLICY#: m POLICY PER10B'91/2023 TO osiomo;io ENDORSEMENT This endorsement, effective 12:01 AM Forms a part of policy no.: Issued to: By: LEXINGTON INSURANCE COMPANY - - OWNER8, LE8SEE8 0R CONTRACTORS-SCHEDuLED PERSON OR ORGANIZATION (Based on CG2010 04/13) This endorsement modifies insurance provided by the following: COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Name of Additional Insured Person(s) or Organization(s) Location of Covered Operations Blanket where required by contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations A. Section If - Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: LX431& (06/%)Includes Copyrighted Information of the Insurance Services Offices, Inc., with its permission. All Rights Reserved. Page 1 of 2 This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. 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 2. That ponion 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. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations All other terms and conditions of the policy remain the same. ,- I k'9j\L LX43T5 (06/14) ln%,udel.ssColnpcy.righted.ItlsnpfoermrmalstisglnOnoftuh? RlnlsguhrtasnRceesSeeNrveidces Page 2 0f---2 INSLIRED, AllCltyManagement POLICY #: 0521 14698 ENDORSEMENT This endorsement, effective 12:01 AM Forms a part of polk,y no.: Issued to: By: LEXINGTON INSURANCE COMPANY POLICY pesioff5"'2o23 TO 08/01/2024 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS- COMPIETED OPERATIONS (Based on CG2037 04/13) This endorsement modifies insurance provided by the following: COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Name of Additional Insured Person(s) or Organization(s) Blankei where required by contract. Location of Completed Operations Information required to complete this Scheduie, if not shown above, will be shown in the Declarations A. Section II - Who Is An Jnsured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodjly injury", or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill - Limits Of Insurance: if coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount or insurance: LX4316(06714)Includes Copyrighted Information ofthe Insurance Services Offices, Inc., with its permission. All Rights Reserved. Page 1 of 2 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations All other terms and conditions of the policy remain the same. a, '0,L Authorized Representative LX43'l6 (o6/") lncWudel.s,Colnpcy,rigwhlThtedl.lnfpoemimaltsio;10,or :,heii RinlsguhratsnceResseeNrvedices Page 2 of 2" INSURED: AllCityMansgementServicas.lnc. POLICY #: 052114698 POLICY PERIOD: 08/0112023 TO: 08/01/2024 THIS ENDORSEMENT CHANGE8 THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED RECIUIRED BY WRl'nEN CONTRACT This endorsemerit modifies insurance provided under the follomng: COMMERC:IAL GENERAI LlABllflY POLICY, COVERAGE APPLICABLE TO CO'i/ERAGE A. BODILY INJURY AND PROPEFllY DAMAGE (SECTION I - COVEFIAGES) ONLY A. 8ection II - Who Is An Insured is amended to include ariy person or organization you ate required to Include as sn eddltlonal Insured on this policy by a wmen contred or wrltten agreement in effea during this policy period and exeauted prior to the "orrerce' of the "bodlly injury" or "property dsmege." B. The insurance provided to the sbow described A additional insured under this endorsement is lirited as follows: 1. COVERAGE A BODILY INJURY AND PROP- ERTY DAMAGE (SectioriI - Coverages) only. 2 , The person or orqanization is only an additional insured vith respect to liability gising out of "your rk" or "your produm". 3 . ki the event that the Limits of Insurance provided by this policy exwed ttm Llmits of hsurarce required by the witteri contract or witten agreement, the Insurance provided by this endorsernerit shall be limited to the Limits of Insurance required by the witten contract or witteri agreement. This endorsemerd shall rot Increase the Limits of Insurance showi in ttm Declarations pertaning to the cowrage provided tmrein. 4 . The insuranoe provided to such an additional insured does riot apply to "bodily injury' or 'property damage' arising out of an archi- ttzt's, englneer's, Or surveyor's rendering Of or failure to render any professional servims, irz)udin@, but riot limited to: i. The prepaying, approving, or failing to prepare or approve maps, shop dreWrigs, opinlons, reports, surwys, field ordms, change orders, or dramngs and specifk.stions; and ii, Supervisory, inspen, archral, or engineering ectivtkies. 5 , This insuraice does not apply to 'bodily injury" or 'property dsmege" arising out of the 'product-completed operstlons hazard" unless you are required to pro*de six,h coverage by wttten mntrset or witten agreement and then only for the period of time required by the witten contryt or witten agreement arid In no event beyond the expiration dae of the policy. 6 . Any coverage providsd by this endorse- ment to an addtUonal insured shall be excess over any other valid and colleetible insurarce gvatlsble to the addittonsl insured vtether primary, exwss, contingent or on any other basis. C. In azordance v#i the terms and conditions of the poliq md ss more fully explsined in the poliq, as soon as pragticable, each addiiional irisured must give us prompt rztice of any occurrence" mich may result in a daim, forward all lepal papers to us, moperate in the defense of any egUons, md othermse comply wth sll of the policy's terms end wnditions. Failure to comply mth this provision may, at our option, resutt in the claim or "suit' being denied. Authorized Representative OR Countersignature (In states where applicable) Includea copyrighted iriformation of ths hsurarce Services Offloes, Irc., mth its permission. All rights reserved. 1X9778 €OMA H,15(1BH() All Cil7 ManagementServices, InC. POLICY#: 052114698 POLICY PERIOD: O'0'2023 T0, 08/01/2024 ENDORSEMENT LEXINGTON INSURANCE COMPANY WAIVER OF SUBROGATION (BLANKET) It is agreed that we, in the event of a payment under this policy, waive our right of subrogation against any person or organization where the insured has waived liability of such person or organization as part of a written contractual agreement between the insured and such person or organization entered into prior to the "occurrence" or offense. All other terms and conditions remain unchanged. 77 Authorized Representative OR Countersignature (In states where applicable) 1EXOCC234 m/03) LXO485 IN S IJ RED: All City Management Services, Inc. POLICY #:7() -i7ppg'fj (Ed. 484) Wehavetherighttorecoverourpaymentsfromanyoneliableforaninjiuycoveredbythispolicy. Wewillnotenforce our right against the person or organization named in the Schedule. (I'his agreement applies only to the extent that you perform work under a written conh'act that requires you to obtain tbis agreement from us.) This agreement shall notoperate directly or indirecdy to benefitanyone notnamed in the Schedule. Schedule ANY PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED TO SUCH WAIVER, IN A VALID WRITTEN CONTRACT OR WRITTEN AGREEMENT THAT HAS BEEN EXECUTED PRIOR TO A LOSS. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherw'se stated. (The information below is required onlywhen this endorsementis issued subsequent to preparation of the policy.) EndorsementEffective Insured Policy No.Endorsement No. Premium $ Countersigned By WC 00 08 18 0Ed. 4-84) INSURED. AllCityManagementServices,Inc. POLICY #: 'POLICY PERIOD: O'01/20"a TO 08/01/2024 This endorsement modifies insurance provided by the poliq: Notwithstanding any other proviskin of the poticy to the contrary, the insurance afforded by this policy for the benefit of the Additional Insured shall be primary insurance, but only with resped to any maim, lass or liability a7!sing out of the Namm Insured's operauom; and any insurance rnainfflined by the Additiorml lnsured shall be non<ontributirig, All other terms and condifiorm of the polmy remain the same. Aimi6rhed Rapraasmtatlve OR Countersdgnature (In states where applk=able) u9ss8 (Da/05) All Clty Management Services, Inc. 1X9838 €08/05} CITY OF CUPERTINO PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1.PARTIES This Agreement is made by and between the City of Cupertino, a municipal coiporation ("City"), andAll City Management, Inc. ("Contractor"), a Corporation, for Crossing Guard Services, and is effective on the last date signed below ("Effective Date"). 2.SERViCES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor fiuther agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3.TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2024 with the option to renew for two additional years ("Contract Time"), unless terminated earlier as provided herein, Contractor's Servicesshall begin on the start of Fall 2021 school semester and shall be completed by = the conclusion of the 2024 school session, with the option to renew two years thereafter. The City's appropriate department head or the City Manager may extend the Contract Time tmough a written amendment to this Agreement, provided such extension does not inchide additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory perfoimance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $903,879.04 ("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. Tlie maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. Page l of 9 Professional/Consumng Contr'acts /Versroiy.' August 2021 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for tlie preceding month. Within thirty (30) days of completion of Services, Contractormust submit arequisition for final and complete payment of costs and pending claims for City approval. Faihire to timely submit a complete and accutaate payment requisition relieves City of any further payment or other obligations under the Agreement. 5.INDEPENDENT CONTRACTOR Sl Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation, or other benefits from the City. 52 Contractor'sQualifications.Contractorwarrantsonbehalfofitselfanditssubcontractors that they have tl'ie 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. 53 Permits and Licenses. Contractor wanants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if reqriired by the Cupertino Municipal Code. {4 Subcontractors. Only Contractor's employees are authorized to work xmder 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 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 56 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employmenttaxesincutredunderthisAgreementandanysimilarfederalorstatetaxes. Contractor and anyof its employees, agents, and subcontractors shall not have any claimundertbas Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determirie that Contractor, or any of its employees, agents, or subcontractors, is an employee for anypurpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such detertnination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made. Page 2 of 9 Professional/Consulting Contracts /Version.' Augrtst 2021 6.PROPRIET ARY /CONFIDENT't AL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third paities may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. 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 PropertyRights.Anyinterest(inctudingcopyrightinterests)ofContractorinanyproduct, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other infornnation or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no WorkProduct shall be shownto anythird-partywithout priorwritten approval ofCity. 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. Alteinatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's writtenapproval. 73 PatentsandLicenses.Contractormustpayroyaltiesorlicensefeesrequiredforauthorized 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 mayuse or modify the Work Product of Contractor or its sub-contractors prepared or created rinder 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. 73 DeliverablesandFormat.ContractorrnustprovideelectronicandhardcopiesoftheWork Product, on recycled paper and copied on both sides, except for one single-sided original. 8.RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available Page 3 of 9 Professional/Conmdting Contracts /Versron.' August 2021 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 finalpayment. 9.ASSIGNMENT Contractor shall not assign, sriblease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50o/o) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage reqriired by law or this Contract, withorit prior written approval from the City. 11. INDEMNIFICATION 11.1 Except if and to the extent that losses are caused by the negligence or willful misconduct of City persoiuiel, Contactor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants ("Indemnitees"), through }egal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to Litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, orwarranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personalinjury,propertydamage,oreconomiclossresultingfromtheworkorperformance 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. For the avoidance of doubt, in the event that a court or jury determines that liability with respect to any loss was caused or contributed to by the negligent act, error, omission or willful misconduct of the City or City personnel, liability will be apportioned between Consultant on the one hand and the City on the other hand with regard to such loss based upon the parties' respective degrees of culpability, as determined by the corirt or jury, and Consultant's duty to indemnify the hidemnitees will be limited accordingly 11.2 Contractor must pay the costs City,incurs in enforcing this provision. Contractor must Page 4 of 9 Professional/Corisulting Contracts /Versron.' August 2021 accept a tender of defense upon receiving notice from City of a third-party claim. At City's request, Contractor will assist City ii'i the defense of a claim, dispute, or lawsuit arising orit of tliis Agreement. 11.3 Contractor's duties rinder this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amorints reqriired in tlie Agreement. Nothingin the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or othertransaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section II from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the hisurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLI ANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to complywith prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immiu'ie Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Page 5 of 9 Professiowl/Consulting Contracts /Version.' Augus[ 2021 Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any otherperson, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documeptation to the City on request necessai'y to monitor compliance with this provision. 13.4 Confficts 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 comn'iission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or sei'ves in a staff capacity, as defined in.Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's niles governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and mayresult in City suspending payments, reqriiring reimbu'sements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14.PROJECT COORDINATION City Project Manager. The City assigns Cherie Walkowiak as the City's representative for all prirposes under this Agreement, with arithority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor Contractor Project Manager. Subject to City approval, Contractor assigns Harlan Sims as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required rinder the Scope of Services. City written approval is required prior to substituting a newRepresentative. 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 abandoent, 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 rip to a maximum of ten percent (20%) of the total time expended to date in the performance of the Services. 16. TERMINATION Citymay tertninate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered throrigh the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. Page 6 of 9 Professional/Consulting Contracts /Version.' August 2021 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the Coiu'ity of Santa Clara, State of California. Contractor must comply with the claims filing reqriirements under the Government Code prior to filing a civil action iii corut. If a dispute arises, Contractor must contimie to provide the Services pending resolution of tl'ie dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no iixtended third party beneficiaries of this Agreement. 20. i Neither acceptance of tlie Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's arithorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either paity may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate 23. HEADmGS 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. Page 7 of 9 Professroria(/Corisulting Conlracls /Ver'sion.' August 2021 24.SEVERABTI,ITY/PARTIAL INV ALmITY If any term or provision of this Agreement, or their application to a particular situation, is forind by the court to be void, invalid, illegal, or iuienforceable, such term or provision shall remain in force and effect to the extent allowed by such iuling. All other terms and provisions of tliis Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continrie after the Agreement expires or is teiminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date ofpersonal delivery or the date confirmed by a reputable ovemight 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 Attn: Roger Lee, Director of Public Works Email: RogerL@Cupertino.org To Contractor: All City Management, Inc. I 10440 Pioneer Blvd, Suite 5 Santa Fe Springs, CA 90670 Attn: Harlan Sims, Director of Marketing Ph: 800.540.9290, Ext 105 I' Email: harlan@thecrossingguardcompany.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has fiill right, power, and arithority to enter into and carry orit all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of wich is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Page 8 of 9 Professional/Consul[ing Contrncts /Versron.' August 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be execrited. CITY OF CUPERTINO A Municipal Corporation By(;reg t-arson Na,,eGreg Larson Ti,eCity Manager DateAug 5, 2021 CONTRACTOR I)ewtm Ttwd[ BY Name Demetra Farwell Title Secretary Date Aug 3, 2021 APPROVED AS TO FORM: 2>. J CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk DATE:Aug 5, 2021 Page 9 of 9 Professional/Consulling Cordrac[s /Versron.' Augusl 2021 EXHIBIT A ACMS Scope of Services 1. All City Management Services, Inc. will handle the Crossing Guard services for the City of Cupertino for a three (3) year period; to commence on: the start of fall 2021 school semester, ending on the conclusion of the 2024 school session. 2. ACMS will provide sixteen (16) personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Guard. ACMS is an independent Consultant and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City of Cupertino. 3. Crossing Guard Services shall be provided by ACMS at designated locations, identified by the City of Cupertino and ACMS shall provide coverage at the school crossings as required. ACMS shall be flexible and provide guards for the hours and locations needed on the instructions of appropriate City personnel. 4. ACMS and all persons who are employed for assignment to this contract shall undergo background checks to ensure they have not been convicted of any offense involving moral turpitude, any felony, or crimes against children. ACMS understands no one registered as a sex offender or narcotics offender will be hired as a crossing guard. 5. ACMS designated Trainer will conduct training for Crossing Guards. ACMS shall provide personnel properly trained as herein specified for the performance of duties of Crossing Guards. In the performance of their duties ACMS and employees ofthe ACMS shall conduct themselves in accordance with the conditions of this Agreement and the laws and codes of the State of Califomia pertaining to general pedestrian safety and school crossing areas. 6. ACMS understands all crossing guards shall also receive training pertaining to general traffic safety for pedestrians, motorist and themselves while serving as crossing guards. After completion of training ACMS will provide the City of Cupertino certificates of training that are signed and dated by the employee that received training and signed by ACMS designated Trainer. 7. ACMS understand that all Crossing Guards in the City of Cupertino Crossing Guard program shall undergo a drug screening test prior to deployment. 8. ACMS employees shall work to the highest professional standards and act in a courteous, respectable manner and shall conduct themselves in a manner that is befitting a public servant. They shall present a professional appearance, that is neat, clean, well-groomed and be properly uniformed. 4 9. ACMS shall provide all Crossing Guards with apparel by which they are readily visible and easily recognized as Crossing Guards. Such apparel shall be uniform for all persons performing the duties of Crossing Guards and shall be worn at all times while performing said duties. The apparel must be appropriate for weather conditions. 10, ACMS shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required places arid times, and in accordance with all items of this agreement, 11. ACMS shall maintain adequate reserve personnel to be able to furnish altemate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement. ACMS shall pro'vide for its employees a 24-hour answering service and shall establish its own call-out procedures and this information shall be included in proposal. 12. ACMS shall one month prior to the start of school and each school year thereafter coordinate with the City's Safe Routes to School Coordinator to determine whether there are any changes to the bell schedule for any of the schools served under this contract. 5 EXHIBIT B & C 4. REQUIRED FORMS 4.I Crossing Guatd Cost Proposal ALL SERVICES PROVIDED MUST MEET THE SPE.CIFICATiONS DESCRIBE.D IN THE. REQUEST FOR PROPOSAL. ATI'ACH AL.L DOCUMENTS SUPPORTING THE PROPOSED SPECIFICATIONS OF THE RFP. PROPOSER MUST PROVIDE A DETAILED COSI' PROPOSAL, TAKING INTO ACCOUNT THE EXPECI'ED CHANGES IN MINIMUM WAGE IN CUPERTINO, AS DET AILED ON CItTY WEBSrI'E: -ivage DESCRIPTION CROSSING GUARD CROSSING GUARD CROSSING GUARD QUANTITY I HOUR IN 2021 1 HOUR IN 2022 I HOtJR IN 2023 RATE. PAID BY THE CITY $23.43 $24.92 $26.12 Prolioscr to add ndditiorial lines flS necesstvy here, TOTAL E.SI'IMATED MONTHLY COST BASED UPON THE =$29,990-40 TENTATIVE ASSIGNMENT MATRIX IN SEa'ION 2.3 Focir (4) )iourg per site per day i'ninimum. Use 20 days in a montl'i at 2021 rate. TOTAL ESTIMATED CONTRACT TERM COST (3 years) = $903,879-04 Use 85 da)is from Augcist tlirougli Decen'iber, and 101 days from Jaiuiary tlirocig)i June. Pm lcscribctufN,oytal.fe(;s,cimrges,ordiscosintshcr"e. Print Nqctne: Harlan Sims; Director of Marketing Plione:310 202 8284 (01nPL,n,, H,,:,,e, All City Management Services, Inc. Address: 10440 Pioneer Bly<l., Suite 5 Santa Fe Springs, CA 90670 harlan@theerossingguardcompamy.com Einail: 0 ta tsr Cupcrfino RFQ ror Croqqing L;uard Syivices 9 EXHIBIT D INSURANCE RE0UIREMENTS For,Services and Activities Involving Children Contractor shall procure and maintain for the duration ofthe contract insurance against claims for injuries to persons or damages to property wliich may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees, or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability ("CGL"): Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" basis, inchiding property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the reqriired occurrence limit. a) It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage reqriirements and/or limits shall be made available to the Additional Insured and shall be (l) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b) Additional Insured coverage under Contractor's policy shall be "piimary and non- contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO CG 20 10 04 13 c) The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set foith in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Sexual Abuse/ Molestation insurance or the equivalent are required for contracts involving children in a'fter school activities, recreational programs, athletics, studies, transportation of students. Covers potential claims of abuse or child molestation. Sexual Abuse/Molestation coverage must be inctuded under General Liability or obtained in separate policies in an amount of not less than $1,000,000 per occurrence ($2,000,000 aggregate) and $3,000,000 excess/umbrella coverage. 3. Automobile Liability: ISO Form Number CA 0001 covering Code l (any auto), or if Contractor has no owned aritos, Code 8 (med) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note - required only if auto is used in performance of work; otherwise proof of personal auto liability policy may sriffice) 1 4. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily ii'ijury or disease. (Not required if Contractor provides written verification it has no employees). If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or igher limits maintained by the contractor. Aa'iy available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Cormcil, officers, officials, employees, agents, servants and vohinteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services perfomed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 101185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; andCG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor's insurance coverage shall be primary covemge at least as broad as ISO CG 20 01 0413 as respects the City, its officers, officials, employees and volrmteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insirance 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 ofpremiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such inswance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor's ability to pay losses andrelated investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptabihty of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an AM Best's financial strength rating of "A" or better and a financial size rating of "VIr' orbetter. Verification of Coverage Contractor shall :au'nish the City with acceptable original certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to cornmencing the Services. City retains the right to demand verification of compliance at any time duringthe Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City resetyes the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances 3 ClipntJt: 475947 ALLCITYMAN DATE (MMtDD/YYYY) 07/30/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC 350 S Grand Ave, Ste 3410 Los Angeles, CA 90071 j3gj0pcT Nick Newell PHON iA/C, INo,Ext)=,9494257312 i(,,No)", E-N ADI IAI ORLEss, nick.newell@marshmma.com INSURER(S) AFFORDING COVERAGE NAIC# lHB4HHp @, Landmark American Insurance Company 33138 INSuRED All City Management Services, Inc. 10440 Pioneer Blvd., Suite 5 Santa Fe Springs, CA 90670 jNSuRER B , Mercer Insurance Company 14478 jNSuRER C, Berkshire Hathaway Homestate Ins Co 20044 1HBllBHg O, Lexington Insurance Company 19437 INSURER e : INSLIRER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQLIIREMENT, TERM OR CONDITIONOF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS, E>:CLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEESI REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE iiD%LaX%"POLICY NUMBER POLICY EFF (MMIDD/YYY'Q POLICY EXP (MMIDD/YYYY)L1M1T3 A x COMMERCIAL GENERAL LIABILITY ]CL_AIMS-MADE [X occus LHA141591 08/01/2021 08/01/202;EACH OCCURRENCE sl,000,000 W6aU?E'aEo!!ttFr!nce)s50,000 MED EXP (Any one person)s5,000 PERSONAL & ADV INJURY sl,000,000 GErl'L AGGREGATE LIMIT APPLIES PER rl PRO- _!p'obicv ll__ JECT ___ LOC I OTHERI GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 $ AUTOMOBILE LIABILITY H'ANY AUTO OWNED l SCHEDuLED AuTOS ONLY n AuTOS- HIRED § NON-OWNED_ AuTOS ONLY LJ AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident)$ BODILY INJIIRY (Per person)$ BODILY INJURY (Per accident)$ PROPERTY DAMAGE (Psr accident)$ $ B x UMBRELLA LIAB EXCESS LIAB x OCCUR CLAIMS-MADE 2000000 €)182 08/01/2021 08/01/2022 EACH OCCURRENCE $3,000,000 AGGREGATE s3,000,000 DED I I RETENTiON $$ c WO,IKERS COMPENSATION AND EMPLOYERSa LIABILITY Y , N 8flXiSeg';'Hfl'S'e'x'cEU3r8rEcUT'VE@(Mandatory In NH) IT yes, descrlbe under DESCRIPTION OF OPERATIONS below N IA ALWC238792 01/01/2021 01/Of/2022 X 17'TUTE I IgR"- E.L. EACH ACCIDENT sl,000,000 E.L. DISEASE - EA EMPLOYEE sl,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 D 1 st Excess Layer 080877908 08/01 /2021 08/01 /2022 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLE8 (ACORD 101, Additional Remarks Schedule, may ae attached if more space Is required) The City'of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as additional insured as respects to General Liability per attached endorsement. Primary and Non-Contributory Wording applies per attached endorsement. Waiver of Subrogation applies to General Liability and Workers Compensation per attached endorsements. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 Torre Ave. Cupertino, CA 95014-0000 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AuTHORIZED REPRESENTATIVE ptbb ( @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) j @j j The ACORD name and logo are registered marks of ACORD #S8560860/M8560804 WOAQH INSURED: All City Management Services, Inc. POLICY #: ALWC238792 POLICY p=,,,ioo: 01/01/2021 TO: o-ioqizozp WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. v 1983NationalCouncilonCompensationlnsurance. INSURED: All City Management Services, Inc. POLICY#: LHA141591 POLICY PERIOD: 08/01/2021 TO: 08/01/2022 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s):Location(s) Of Covered Operations Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A, Section II - Who Js An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the Following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring affer: 1. All work, including materials, parts or equip- ment 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 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 2010 07 04 @ 180 Properties, Inc., 2004 Page I of 1 INSURED: All City Management Services, Inc. POLICY#: u-iqizi'isgr POLICY PERIOD: 08/01/2021 TO: 08/01/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 010413 @ Insurance Services Office, Inc., 20"l2 Page I of 1 INSURED: All City Management Services, Inc. POLICY#: LHA141591 POLICY PER(OD: oe,ioiizozi TO: 08/01/2022 LANDMARK AMERICAN INSURANCE COMPANY This Endorsement Changes The Policy. Please Read It Carefully. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: Any person(s) or organization(s) required by written contract or agreement. The following is added to SECTION IV - CONDITIONS, 8. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US: We waive any right of recovery we may have against the person or organization shown in the SCHEDULE above because of payment we make for injury or damage arising out of your ongoing operations, "your producf' or "your work" done under a written contract with that person or organization and included in the "product-completed operations hazard". This waiver applies only to the person or organization shown in the SCHEDULE above. Includes copyrighted material of Insurance Services Office, Inc. 1992 with its permission. RSG 140481008 i;ffi RISK PLACEMENT SE- R- VICES Confirmation of Coverage Dear: Esther Ceballos, Bolton & Company - Pasadena Date: Jul 13, 2021 Attached please find (Carrier/Mkt Co) quotation RPS has secured on your behalf for the above mentioned risk. Please review the attached and below carefully as coverage described herein may be different from the original application submitted, or prior policy if applicable. Insured: City of Cupertino DBA: Department of Recreation and Community Services, RPS Reference #: BK1 366362A Public Works Department Mailing Address: 10185 N. Stelling Road, Cupertino,CA950M Carrier: Underwriters at Lloyd's, London / Non-Admitted AM Best Rating: A XV Policy Number: MR214153 Policy Period: 7/1/2021 to 7/1/2022 Coverage: Special Casualty - Sexual Misconduct Limit: per Carrier terms attached Policy Premium: Taxes: Fees: TRIA: TOT AL: $31 ,500.00 $1,023.75 $32,523.75 (tax state Surplus Tax/Fee) (if any are fully earned) Status: Commission %:Minimum Earned Premium: 5% Home State: CA The State Surplus Lines Notice applies only if Insurance Carrier is shown as Non-Admitted in the Binder Information Section. Conditions/ Subjectivities: per Carrier terms attached Please see attached company quote for complete limits, terms, conditions, and exclusions. Please note: @ You are responsible for reviewing and explaining the coverage to the client, including any options, available or not from our office. The terms hereon are not fully described and no assumption should be made as to the adequacy of the coverage of the risk to the client. @ You are not an Agent of the insurer, and as such, cannot bind coverage nor make any commitments on behalf of the insurer, nor of us. This policy cannot be assigned to another without the written consent of the insurer or their Agent. * This document is intended for use as evidence that the insurance, as described herein, has been effected and shall be subject to all terms and conditions of policy(ies) which will be issued and that in the event of any inconsistency herewith, the terms and provisions of such policy(ies) shall prevail. * If this policy is issued on a non-admitted basis, your office is responsible for completing, collecting and delivery to RPS any required surplus lines forms, taxes and fees from the insured. RPS will remit the applicable taxes and forms to the state. If this policy is subject to the surplus lines laws in your state, you should make every effort to comply with any special provisions and regulations of your state. By binding you commit to any provisions contained hereon, such as Minimum Earned Premiums. There are no flat cancellations allowed. When requesting a policy change, addition, cancellation, endorsement, etc. you must provide every policy number/ coverage to which the request applies. You are responsible for the issuance and review of Certificates of Insurance (Cal). COIs cannot amend or alter the terms provided herein. In the event of a claim please report immediately and visit the RPS Claims website: https://my.rpsins.com/claimsfnol All premiums and any fees are due to RPS within 20 days of binding unless otherwise stipulated. Accounts with payments that are overdue and are not received within this time frame are subject to cancellation. If you have any questions, please feel free to call or email me. We look forward to our next opportunity to work with you. Sincerely, Shawn McCall Risk Placement Services, Inc. - PNP Phone: 630-773-3800 Email: shawnmccall@rpsins.com 71 Fenchurch Street London EC3M 4BS Telephone: +44 (0)20 3037 8000 Fax: *44 (0)20 3037 8010 T Y S E R S www.tysers.com CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form:SML Safeguard Wording - 623AFBOO213 Policy Number:TBA Renewal of:MR204153 Named Insured:City of Cupertino - Parks and Recreation Depart-i'rient, Public Works Department Principal Address: 10300 Torre Avenue, Cupertino, CA 95014 Policy Period:From: 1" July 2021 To: P' July 2022 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liability: a) USD 5,000,000 for all Claims for Wrongful Acts against any one Victim b) USD 5,000,000 for all Claims for Wrongful Acts against all Victims, but strb-limited to: c) USD 50,000 for all Safeguard Costs resulting from all Circumstances Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability stated in 3.b) above. Retention: USD 35,000 any one Victim Premium: USD 31,500 Notification pursuant to Clause IX. shall be given to: Claims Department Beazley 30 Batterson Park Road, Farmington, CT 06032. claims(2i:!beazley.com (860) 677 3765 (phone) (860) 679 0247 (fax) Retroactive Date: l"' July 2018 Pending or Prtor Litigation Date: 1" July 2018 Service of Suit: Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104- Choice of Law: New York Conditions: Application Dated: TBA California Surplus Lines Notice 1- LMA9098A California Complaints Notice - LMA9136A Small Additional or Rehirn Premiums Clause (U.S.A.) - NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct - NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion - NMA 2918 Several Liability Notice - LSWIOOI Sanctions Limits Clause - LMA 3100 Beazley Safeguard Education Document Tysers Safeguard Enhancement Endorsement Cyber Acts Clai'ification Amended Definition of Independent Contractor Endorsement - as attached U.S Classification: Suiplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008 License Number: OC66724 State of Filing: CA Subject to: 1) Renewal application to be resigned and dated within 30 days of inception 2) Confirmation of the Surplus Lines Broker. Including name of individual, company name, address and license number. All subjectivities to be received within 7 working days of binding otherwise Underwriters reserve the right to amend terms or cancel ab initio. Brokerage:20% or same net equivalent downwards, plus taxes as applicable Information:Employees - 294 Independent Contractors -70 Exposure Units - 97,000 Nature of Business - Municipality Cancellation by an Insured may result in a short rate calculation to determine the return premium, subject to 5% minimum earned of the total premium.