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24-156 Raftelis for Recruitment for Assistant City Manager
Recruitment for Assistant City Manager Page 1 of 9 Professional/Consulting Contracts /Version: April 2024 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Raftelis (“Contractor”), a Corporation for Recruitment for Assistant City Manager, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2025. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Recruitment for Assistant City Manager Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $38,800.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Recruitment for Assistant City Manager Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information 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 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. Recruitment for Assistant City Manager Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; Recruitment for Assistant City Manager Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. Recruitment for Assistant City Manager Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Pamela Wu as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Brad Christensen as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Recruitment for Assistant City Manager Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. Recruitment for Assistant City Manager Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Pamela Wu Email: PamelaW@cupertino.org To Contractor: Raftelis 227 W. Trade Street, Suite 1400 Charlotte, NC 28202 Attention: Brad Christensen Email: brad.christensen@usi.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Recruitment for Assistant City Manager Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Catherine Tuck Parrish Catherine Tuck Parrish Vice President 12/10/2024 Christopher D. Jensen Pamela Wu City Manager 12/10/2024 12/10/2024 EXHIBIT A EXHIBIT A – SCOPE OF WORK Contractor, Raftelis Financial Consultants, Inc., will assist the City of Cupertino with the search for and recruitment of a highly qualified candidate to fill the currently vacant position of Assistant City Manager. This recruitment will include, but is not limited to, the following: 1. Develop Candidate Profile Work with relevant executive leadership to develop a clear picture of the ideal candidate for this position. Develop a recruitment plan that focuses on California and extends to the entire nation. Prepare a position profile that identifies the organization’s needs, the strategic challenges of the position, and the personal and professional characteristics of the ideal candidate Deliverable: • Detailed recruitment process documents, including recruitment plan, position profile, and first-year goals 2. Conduct Outreach and Initial Screening Recruitment strategy will include a robust outreach strategy to identify a diverse candidate pool and attract women, minorities, and individuals from other underrepresented groups. Identify candidates by actively and aggressively marketing the position and identifying qualified candidates for assessment. Conduct interviews via phone or videoconference with those who most closely meet the profile to learn more about their interest, qualifications, and experience for this position. Deliverables: • Placement of ads and job postings • Targeted outreach to passive candidates • Candidate review materials, including screening results and internet search 3. Support Interviews and Selection Plan and facilitate a multi-step interview process specific to the position. Coordinate the logistics of the process and provide the candidates with the details along with any travel policy requirements or other information. Assist in negotiating the employment offer. Deliverables: • Interview materials • References and background check on top candidates EXHIBIT B EXHIBIT B – SCHEDULE OF PERFORMANCE Contractor, Raftelis Financial Consultants, Inc., will perform the duties outlined in the Scope of Work according to the following Schedule of Performance: Activity 1 - Develop Candidate Profile December 2024 Activity 2 - Conduct Outreach and Initial Screening January - February 2025 Activity 3 - Support Interviews and Selection February - March 2025 EXHIBIT C EXHIBIT C – COST SUMMARY Contractor, Raftelis Financial Consultants, Inc., will perform the duties outlined in the Scope of Work based on a fixed fee. The total not to exceed amount for this agreement is $43,800 and is itemized as follows: Total Fixed Fees $33,800 Total Addtl. Costs $5,000 TOTAL NOT TO EXCEED $38,800 The fixed fees will be invoiced as follows: After delivery of the recruitment documents • Recruitment plan • Recruitment brochure • First-year goals Activity 1 - $8,683 After the candidate review Activity 2 - $14,597 After the interviews are completed Activity 3 - $10,520 TOTAL FIXED FEES $33,800 Contractor estimates the following additional costs to the City, which would be billed at cost: Advertising Approximately $2,000-$2,500 Background checks Estimated at $175-$500/finalist [Total Cap: $2,500] TOTAL ADDITIONAL COSTS $5,000 Within six (6) months of the final interview process, should an additional candidate be hired by the City from the pool of candidates presented by Raftelis for this project, the additional fee shall be $15,000. Additional reimbursement to finalists related to interview travel will be paid by the City directly to the finalists. Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Version: August 2024 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Version: August 2024 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Fire Insurance Co. of Hartford Continental Insurance Company American Casualty Company of Reading PA Continental Casualty Company ACE American Insurance Company 12/05/2024 USI Insurance Svcs, Charlotte 6100 Fairview Road Ste 1400 Charlotte, NC 28210 800 868-8834 Brad Christensen - brad.christensen@usi.com Raftelis Financial Consultants, Inc. 227 West Trade Street, Ste. 1400 Charlotte, NC 28202 20478 35289 20427 20443 22667 A X X X X X 6076000011 01/21/2024 01/21/2025 1,000,000 500,000 15,000 1,000,000 2,000,000 2,000,000 D X X X X BUA6076000025 01/21/2024 01/21/2025 1,000,000 B X X X 10,000 X X CUE6076000039 01/21/2024 01/21/2025 5,000,000 5,000,000 C N X WC676000042 WC676305637 01/21/2024 01/21/2024 01/21/2025 01/21/2025 X 1,000,000 1,000,000 1,000,000 D E Professional Excess Prof. 652071235 XEOG71409569001 01/21/2024 01/21/2024 01/21/2025 01/21/2025 $5,000,000 $5,000,000 The City of Cupertino is included as an Additional Insured with respect to General Liability, Automobile and Umbrella will follow form as per written contract. The coverage afforded to the Additional Insured is on a Primary and Non-Contributory basis for General Liability, Automobile and Umbrella if required by written contract. Waiver of Subrogation applies to General Liability, Automobile, Workers Compensation and (See Attached Descriptions) City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 1 of 2 #S47244385/M44866204 RAFTEFINClient#: 1722483 SJMEZ 1 of 2 #S47244385/M44866204 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) Umbrella policies in favor of the above listed Additional Insured per written contract. A 30 day notice of cancellation will be given except for non-payment of premium will be 10 days if required by written contract. Form attached CNA83700. Deductibles are as follows: General Liability - $0 Auto - Comp $100 / Collision $1000 Workers Comp - $0 Professional Liability - $25,000 retention 2 of 2 #S47244385/M44866204 Business Auto Policy Policy Endorsement EXTENDED COVERAGE - BA PLUS - FOR HIRED AND NON-OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I.AMENDMENTS TO LIABILITY COVERAGE A.Who Is An Insured 1.Majority Owned Corporations 2.Newly Acquired Organizations 3.Additional Insureds Required By Written Contracts 4.Employee-Hired Autos B.Increased Loss of Earnings Allowance C.Fellow Employee Coverage II.AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense B.Broadened Electronic Equipment Coverage III.AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss B.Knowledge of Documents C.Waiver of Subrogation D.Unintentional Failure To Disclose Hazards E.Primary and Non-Contributory When Required By Contract IV.AMENDMENTS TO DEFINITIONS A.Broadened Bodily Injury A. 1. 2. I.AMENDMENTS TO LIABILITY COVERAGE Amendments to Who Is An Insured Under SECTION II – COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability “policy” that provides auto coverage. Newly Acquired Organizations BUA 6076000025 Endorsement No: 11; Page: 1 of 4 Policy Page: 53 of 60 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Business Auto Policy Policy Endorsement a. (1) (2) b. 3. 4. i. ii. B. C. A. B. 5. Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability “policy” that provides auto coverage. The insurance afforded by this provision: Is effective on the date of acquisition or formation of the organization, and applies until: The end of the policy period of this Coverage Form; or The next anniversary of this Coverage Form’s inception date, whichever is earlier; and Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization’s legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form. Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee’s name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, “policy” includes those policies that were in force on the inception date of this Coverage Form, but: Which are no longer in force; or Whose limits have been exhausted. Increased Loss of Earnings Allowance Under SECTION II – COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. Fellow Employee Coverage Under SECTION II – COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II.AMENDMENTS TO PHYSICAL DAMAGE COVERAGE Increased Loss of Use Expense Under SECTION III – PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. Broadened Electronic Equipment Coverage Under SECTION III – PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: BUA 6076000025 Endorsement No: 11; Page: 2 of 4 Policy Page: 54 of 60 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Business Auto Policy Policy Endorsement a. b. (1) (2) (3) III. A. (4) B. (6) C. D. E. Permanently installed in or upon a covered auto, nor to such equipment’s antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or Designed to be operated solely by use of the power from the auto’s electrical system and is: Removable from a housing unit which is permanently installed in or upon the covered auto; An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or Necessary for the normal operation of the covered auto or the monitoring of the covered auto’s operating system. AMENDMENTS TO BUSINESS AUTO CONDITIONS Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: BUA 6076000025 Endorsement No: 11; Page: 3 of 4 Policy Page: 55 of 60 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Business Auto Policy Policy Endorsement IV. A. Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. AMENDMENTS TO DEFINITIONS Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. BUA 6076000025 Endorsement No: 11; Page: 4 of 4 Policy Page: 56 of 60 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright CNA All Rights Reserved. CNA PARAMOUNT Policy Holder Notice -Countrywide It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance,and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium,then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed,then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation,or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. 6076000011CNA75014XX(1-15)Policy No: 1Page1of1EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 2 6 5 CNA PARAMOUNT General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows.If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured -Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury –Expanded Definition 4.Broad Knowledge of Occurrence/Notice of Occurrence 5.Broad Named Insured 6.Estates,Legal Representatives and Spouses 7.Expected Or Intended Injury –Exception for Reasonable Force 8.In Rem Actions 9.Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability –Damage To Premises 12.Medical Payments 13.Non-owned Aircraft Coverage 14.Non-owned Watercraft 15.Personal And Advertising Injury –Discrimination or Humiliation 16.Personal And Advertising Injury -Contractual Liability 17.Property Damage -Elevators 18.Supplementary Payments 19.Unintentional Failure To Disclose Hazards 20.Waiver of Subrogation –Blanket 6076000011CNA74879XX(1-15)Policy No: 12Page1of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 3 4 8 CNA PARAMOUNT General Liability Extension Endorsement 1.ADDITIONAL INSUREDS a.WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K.below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement,provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part;and (2)was executed prior to: (a)the bodily injury or property damage;or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However,subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement;or (2)coverage broader than required by such contract or agreement,and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A.Controlling Interest Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.such person or organization’s financial control of a Named Insured;or 2.premises such person or organization owns,maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. B.Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury,property damage or personal and advertising injury as co-owner of such premises. C.Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D.Lessor of Equipment Any person or organization from whom a Named Insured leases equipment,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused,in whole or in part,by the Named Insured’s maintenance,operation or use of such equipment,provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. 6076000011CNA74879XX(1-15)Policy No: 12Page2of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT General Liability Extension Endorsement E.Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such land,provided that the occurrence giving rise to such bodily injury or property damage,or the offense giving rise to such personal and advertising injury,takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. F.Lessor of Premises An owner or lessor of premises leased to the Named Insured,or such owner or lessor’s real estate manager,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such part of the premises leased to the Named Insured,and provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. G.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee or receiver’s liability for bodily injury,property damage or personal and advertising injury arising out of the Named Insured’s ownership,maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. H.State or Governmental Agency or Subdivision or Political Subdivisions –Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.the following hazards in connection with premises a Named Insured owns,rents,or controls and to which this insurance applies: a.the existence,maintenance,repair,construction,erection,or removal of advertising signs,awnings, canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or b.the construction,erection,or removal of elevators;or c.the ownership,maintenance or use of any elevators covered by this insurance;or 2.the permitted or authorized operations performed by a Named Insured or on a Named Insured’s behalf. The coverage granted by this paragraph does not apply to: a.Bodily injury,property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b.Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision’s requirement that additional insured status must be requested under a written contract or agreement,the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. 6076000011CNA74879XX(1-15)Policy No: 12Page3of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 3 4 9 CNA PARAMOUNT General Liability Extension Endorsement I.Trade Show Event Lessor 1.With respect to a Named Insured’s participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom the Named Insured is required to include as an additional insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury caused by: a.the Named Insured’s acts or omissions;or b.the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during the trade show event. 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J.Vendor Any person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business,provided that: 1.The coverage granted by this paragraph does not apply to: a.bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b.any express warranty unauthorized by the Named Insured; c.any physical or chemical change in any product made intentionally by such person or organization; d.repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e.any failure to make any inspections,adjustments,tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.demonstration,installation,servicing or repair operations,except such operations performed at the such person or organization’s premises in connection with the sale of a product; g.products which,after distribution or sale by the Named Insured,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for such person or organization;or h.bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d.or f.above;or (2)such inspections,adjustments,tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This Paragraph J.does not apply to any insured person or organization,from whom the Named Insured has acquired such products,nor to any ingredient,part or container,entering into,accompanying or containing such products. 6076000011CNA74879XX(1-15)Policy No: 12Page4of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT General Liability Extension Endorsement 3.This Paragraph J.also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part;nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K.Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A.through J.above.Such additional insured is an Insured solely for bodily injury,property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.for bodily injury,property damage,or personal and advertising injury arising out of the rendering or failure to render any professional service; 2.for bodily injury or property damage included within the products-completed operations hazard;nor 3.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2.ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance,then this insurance is primary,and the Insurer will not seek contribution from that other insurance.For the purpose of this Provision 2.,the additional insured's own insurance means insurance on which the additional insured is a named insured. B.With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K.of this endorsement,the following sentence is added to the paragraph above: Otherwise,and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3.BODILY INJURY –EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury,sickness or disease sustained by a person,including death,humiliation,shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4.BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit is amended to add the following: A.BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer’s authorized representative notice of an occurrence, offense or claim only when the occurrence,offense or claim is known to a natural person Named Insured,to a partner,executive officer,manager or member of a Named Insured,or to an employee designated by any of the above to give such notice. B.NOTICE OF OCCURRENCE 6076000011CNA74879XX(1-15)Policy No: 12Page5of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 3 5 0 CNA PARAMOUNT General Liability Extension Endorsement The Named Insured’s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence,offense or claim and that failure is solely due to the Named Insured’s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part.However, the Named Insured shall give written notice of such occurrence,offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim. 5.BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3.Pursuant to the limitations described in Paragraph 4.below,any organization in which a Named Insured has management control: a.on the effective date of this Coverage Part;or b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured,provided that there is no other similar liability insurance,whether primary, contributory,excess,contingent or otherwise,which provides coverage to such organization,or which would have provided coverage but for the exhaustion of its limit,and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership,limited liability company or joint venture;or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision,management control means: A.owning interests representing more than 50%of the voting,appointment or designation power for the selection of a majority of the Board of Directors of a corporation;or B.having the right,pursuant to a written trust agreement,to protect,control the use of,encumber or transfer or sell property held by a trust. 4.With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3.above,this insurance does not apply to: a.bodily injury or property damage that first occurred prior to the date of management control,or that first occurs after management control ceases;nor b.personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5.The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba)as any Named Insured should choose to employ. 6.ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates,heirs,legal representatives and spouses of any natural person Insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives,and spouses only for claims arising solely out of their capacity or status as such and,in the case of a spouse,where such claim seeks damages from marital community property,jointly held property or property transferred from such natural person Insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative,or spouse outside the scope of such person's capacity or status as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’acts,errors or omissions in the conduct of the Named Insured’s business. 6076000011CNA74879XX(1-15)Policy No: 12Page6of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT General Liability Extension Endorsement 7.EXPECTED OR INTENDED INJURY –EXCEPTION FOR REASONABLE FORCE Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured.This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured,or chartered by or for the Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. 9.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose,and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act,error,or omission that is part of the occurrence; and B.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured’s actual or alleged liability under any oral or written contract or agreement,including but not limited to express warranties or guarantees. iii.add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination,humiliation or harassment,including but not limited to claims based on an individual’s race,creed,color,age,gender,national origin,religion,disability,marital status or sexual orientation. 6076000011CNA74879XX(1-15)Policy No: 12Page7of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 3 5 1 CNA PARAMOUNT General Liability Extension Endorsement Dishonesty or Crime Any actual or alleged dishonest,criminal or malicious act,error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare,Medicaid,Tricare or any similar federal,state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C.DEFINITIONS is amended to: i.add the following definitions: Health care incident means an act,error or omission by the Named Insured’s employees or volunteer workers in the rendering of: a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages,medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii.delete the definition of occurrence and replace it with the following: Occurrence means a health care incident.All acts,errors or omissions that are logically connected by any common fact,circumstance,situation,transaction,event,advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: •the Named Insured’s employees are Insureds with respect to: 6076000011CNA74879XX(1-15)Policy No: 12Page8of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT General Liability Extension Endorsement (1)bodily injury to a co-employee while in the course of the co-employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business;and (2)bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. •the Named Insured’s volunteer workers are Insureds with respect to: (1)bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured’s business;and (2)bodily injury to an employee while in the course of the employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs (a),(b),(c)and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c.add the following: Insured does not include any physician while acting in his or her capacity as such. D.The Other Insurance condition is amended to delete Paragraph b.(1)in its entirety and replace it with the following: Other Insurance b.Excess Insurance (1)To the extent this insurance applies,it is excess over any other insurance,self insurance or risk transfer instrument,whether primary,excess,contingent or on any other basis,except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10.JOINT VENTURES /PARTNERSHIP /LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations,except that if the Named Insured was a joint venturer,partner,or member of a limited liability company and such joint venture,partnership or limited liability company terminated prior to or during the policy period,such Named Insured is an Insured with respect to its interest in such joint venture,partnership or limited liability company but only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date,and the personal and advertising injury arising out of such offense first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date;and c.there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. 11.LEGAL LIABILITY –DAMAGE TO PREMISES A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6)of the Damage to Property exclusion and replace it with the following: Paragraphs (1),(3)and (4)of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the 6076000011CNA74879XX(1-15)Policy No: 12Page9of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 3 5 2 CNA PARAMOUNT General Liability Extension Endorsement owner,nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through n.do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner,nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C.LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit)and replace it with the following: 6.Subject to Paragraph 5.above,(the Each Occurrence Limit),the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner;and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $200,000.unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D.The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii),and replace it with the following: (ii)That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner;or for personal property of others in the Named Insured’s care,custody or control; E.This Provision 11.does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12.MEDICAL PAYMENTS A.LIMITS OF INSURANCE is amended to delete Paragraph 7.(the Medical Expense Limit)and replace it with the following: 7.Subject to Paragraph 5.above (the Each Occurrence Limit),the Medical Expense Limit is the most the Insurer will pay under Coverage C -Medical Payments for all medical expenses because of bodily injury sustained by any one person.The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:;or (2)the amount shown in the Declarations for Medical Expense Limit. B.Under COVERAGES,Coverage C –Medical Payments,the Insuring Agreement is amended to replace Paragraph 1.a.(3)(b)with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident;and 13.NON-OWNED AIRCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended as follows: 6076000011CNA74879XX(1-15)Policy No: 12Page10of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT General Liability Extension Endorsement The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured,provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained,paid crew to the Named Insured;and 3.the aircraft is not being used to carry persons or property for a charge. 14.NON-OWNED WATERCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete subparagraph (2)of the exclusion entitled Aircraft,Auto or Watercraft,and replace it with the following. This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured,provided the watercraft is: (a)less than 75 feet long;and (b)not being used to carry persons or property for a charge. 15.PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION A.Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: •Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured;or (b)any executive officer,director,stockholder,partner,member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2.add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale,rental,lease or sub-lease or prospective sale,rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. 6076000011CNA74879XX(1-15)Policy No: 12Page11of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 3 5 3 CNA PARAMOUNT General Liability Extension Endorsement Notwithstanding the above,there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from •Provision 1.ADDITIONAL INSUREDS of this endorsement;or •attachment of an additional insured endorsement to this Coverage Part. 16.PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY A.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)that the Insured would have in the absence of the contract or agreement;or (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract.Solely for the purpose of liability assumed in an insured contract,reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a)liability to such party for,or for the cost of,that party's defense has also been assumed in such insured contract;and (b)such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B.Solely for the purpose of the coverage provided by this paragraph,DEFINITIONS is amended to delete the definition of insured contract in its entirety,and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest,detention or imprisonment.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C.Solely for the purpose of the coverage provided by this paragraph,the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B: 1.Paragraph 2.d.is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met,attorneys fees incurred by the Insurer in the defense of that indemnitee,necessary litigation expenses incurred by the Insurer,and necessary litigation expenses incurred by the indemnitee at the Insurer’s request will be paid as defense costs.Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement),such payments will 6076000011CNA74879XX(1-15)Policy No: 12Page12of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT General Liability Extension Endorsement not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D.This PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17.PROPERTY DAMAGE –ELEVATORS A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3),(4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE –ELEVATORS Provision,the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000.limit. 19.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 20.WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured’s ongoing operations;or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part;and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below, and expires concurrently with said Policy. 6076000011CNA74879XX(1-15)Policy No: 12Page13of13EndorsementNo: Nat'l Fire Ins Co of Hartford 01/21/2024EffectiveDate: RAFTELIS FINANCIAL CONSULTANTS,INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 1 6 0 7 6 0 0 0 0 1 1 2 3 5 4 Business Auto Policy Policy Endorsement DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: RAFTELIS FINANCIAL CONSULTANTS, INC. Endorsement Effective Date: 01/21/2024 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED, BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON/ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. BUA 6076000025 Endorsement No: 4; Page: 1 of 1 Policy Page: 14 of 21 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 20 48 10 13 Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright Insurance Services Office, Inc., 2011 Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: RAFTELIS FINANCIAL CONSULTANTS, INC. Endorsement Effective Date: 01/21/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. BUA 6076000025 Endorsement No: 2; Page: 1 of 1 Policy Page: 11 of 21 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 04 44 10 13 Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright Insurance Services Office, Inc., 2011 Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. WC 6 76000042 Endorsement No: 2; Page: 1 of 1 Policy Page: 14 of 14 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Form No: G-19160-B (11-1997) Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. WC 6 76000042 Endorsement No: 2; Page: 1 of 1 Policy Page: 14 of 14 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Form No: G-19160-B (11-1997) Endorsement Effective Date: Policy No: Policy Effective Date: 01/21/2024Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Workers Compensation And Employers Liability Insurance Policyholder Notice NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No:Policy No: Policy Effective Date: Underwriting Company: WC 6 76000042 Policyholder Notice; Page: 1 of 1 American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 CC68021A (02-2013) 01/21/2024 Policy Page: 4 of 14 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy V. W. 1. 2. VII. A. B. A. B. A. Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. Unintentional Omission Based on Insurer’s reliance on the Named Insured’s representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: is in effect or becomes effective during the policy period; and was executed prior to loss. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured’s goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: notices that are published include material placed on the Internet or on similar electronic means of communication; and regarding web-sites, only that part of a web-site that is about the Named Insured’s goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer’s consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured’s risk management or in-house general counsel’s office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: suit; or Form No:Policy No: Policy Effective Date: Underwriting Company: CUE 6076000039 Policy Page: 22 of 32 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75504XX (03-2015) 01/21/2024 Policy Page: 40 of 64 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Schedule of Underlying Insurance Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance National Fire Insurance Company of Hartford 6076000011 01/21/2024 to 01/21/2025 General Liability Each Occurrence Limit General Aggregate Limit Per Location : yes Per Project : no Products/ Completed Operations Aggregate Limit Personal and Advertising Injury Liability Limit $1,000,000 $2,000,000 $2,000,000 $1,000,000 National Fire Insurance Company of Hartford 6076000011 01/21/2024 to 01/21/2025 Employee Benefits Liability Each Employee Limit Aggregate Limit $1,000,000 $2,000,000 Transportation Insurance Company 6076000025 01/21/2024 to 01/21/2025 Auto Liability Combined Single Limit $1,000,000 Form No:Policy No: Policy Effective Date: Underwriting Company: CUE 6076000039 Policy Declarations Page: 2 of 5 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 01/21/2024 Policy Page: 13 of 64 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Schedule of Underlying Insurance Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance American Casualty Company of Reading, Pennsylvania 6076305637 01/21/2024 to 01/21/2025 Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit $1,000,000 $1,000,000 $1,000,000 American Casualty Company of Reading, Pennsylvania 6076000042 01/21/2024 to 01/21/2025 Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit $1,000,000 $1,000,000 $1,000,000 National Fire Insurance Company of Hartford 6076000011 01/21/2024 to 01/21/2025 Stop Gap Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit $1,000,000 $1,000,000 $1,000,000 Form No:Policy No: Policy Effective Date: Underwriting Company: CUE 6076000039 Policy Declarations Page: 3 of 5 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 01/21/2024 Policy Page: 14 of 64 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Schedule of Underlying Insurance Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance Continental Insurance Company PST 67 310 6270 04/26/2023 to 04/26/2024 Foreign General Liability Each Occurrence Limit General Aggregate Limit Per Location : no Per Project : no Products/ Completed Operations Aggregate Limit Personal and Advertising Injury Liability Limit USD ($)1,000,000 USD ($)2,000,000 USD ($)2,000,000 USD ($)1,000,000 Continental Insurance Company PST 67 310 6270 04/26/2023 to 04/26/2024 Foreign Employee Benefits Liability Each Employee Limit Aggregate Limit USD ($)1,000,000 USD ($)1,000,000 Continental Insurance Company PST 67 310 6270 04/26/2023 to 04/26/2024 Foreign Auto Liability Combined Single Limit USD ($)1,000,000 Form No:Policy No: Policy Effective Date: Underwriting Company: CUE 6076000039 Policy Declarations Page: 4 of 5 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 01/21/2024 Policy Page: 15 of 64 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Schedule of Underlying Insurance Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance Continental Insurance Company PST 67 310 6270 04/26/2023 to 04/26/2024 Foreign Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit USD ($)1,000,000 USD ($)1,000,000 USD ($)1,000,000 Forms and Endorsements Attached to this Policy See SCHEDULE OF FORMS AND ENDORSEMENTS Form No:Policy No: Policy Effective Date: Underwriting Company: CUE 6076000039 Policy Declarations Page: 5 of 5 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 01/21/2024 Policy Page: 16 of 64 © Copyright CNA All Rights Reserved. Recruitment for Assistant City Manager Final Audit Report 2024-12-11 Created:2024-12-10 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAUrV6IrxMfnuU7O3ESEOzFEzrUNPccZil "Recruitment for Assistant City Manager" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-12-10 - 11:26:17 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-12-10 - 11:30:17 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2024-12-10 - 11:30:27 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-12-11 - 0:20:02 AM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to ctuckparrish@raftelis.com for signature 2024-12-11 - 0:20:04 AM GMT Email viewed by ctuckparrish@raftelis.com 2024-12-11 - 0:45:25 AM GMT- IP address: 104.47.57.126 Signer ctuckparrish@raftelis.com entered name at signing as Catherine Tuck Parrish 2024-12-11 - 0:46:45 AM GMT- IP address: 173.66.175.10 Document e-signed by Catherine Tuck Parrish (ctuckparrish@raftelis.com) Signature Date: 2024-12-11 - 0:46:47 AM GMT - Time Source: server- IP address: 173.66.175.10 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-12-11 - 0:46:49 AM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-12-11 - 0:47:00 AM GMT- IP address: 52.202.236.132 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-12-11 - 0:49:27 AM GMT- IP address: 12.158.218.13 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-12-11 - 0:49:29 AM GMT - Time Source: server- IP address: 12.158.218.13 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2024-12-11 - 0:49:31 AM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2024-12-11 - 0:49:39 AM GMT- IP address: 52.202.236.132 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2024-12-11 - 0:56:42 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-12-11 - 0:56:45 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-12-11 - 0:56:52 AM GMT- IP address: 52.202.236.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-12-11 - 1:03:31 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-12-11 - 1:03:31 AM GMT