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25-076 Cooperative Personnel Services for Test Rental and Use Agreement2025 - 2027 CPS HR – TR 2 Year Agreement - 1 - Client Initials _______ TEST RENTAL AND USE AGREEMENT This Test Rental and Use Agreement (“Agreement”) is by and between Cooperative Personnel Services, dba CPS HR Consulting, a California Joint Powers Authority (“CPS HR”) and the Agency or Organization named in the signature block at the end of the Agreement (“Client”). A. Purpose. This Agreement defines CPS HR test rental, use and security policies and procedures. CPS HR develops and rents tests for a number of purposes and in a number of formats (including but not limited to print and electronic media). For that reason, some of the below paragraphs apply under certain circumstances. But, unless specifically limited, each paragraph applies to all testing purposes and formats. B. Ownership of CPS HR Tests. 1.CPS HR owns all rights, title and interest, including copyrights, in all tests provided under this Agreement. They are the property of CPS HR and shall remain the property of CPS HR, even while in the custody of Client. 2.Additionally, tests that have been constructed or modified based on information provided by the client shall not be considered works made for hire, as that term is defined under U.S. Copyright Law. CPS HR shall own all rights, title and interest, including the copyright, in any test it creates for the Client. 3.Ownership of tests specifically developed for a client and of individual test questions supplied by Client, if any, shall be governed by a separate Agreement between CPS HR and Client. C. Test Materials. Test Materials consist of all used and unused test booklets, proctors instructions, proctors manuals, scoring instructions, key sheets, key overlays, keyed booklets, scoring keys, instructions, CDs (for oral tests), and any other materials generated at the test administration, such as completed answer sheets (if applicable), scratch paper, note paper and the like. D. Test Security. CPS HR security standards are designed to protect the mutual interests of all Clients that use Test Materials as well as the interests of applicants who take CPS HR tests. In order that no person may gain special advantage by having improper access to the material, all users must sign this Agreement and agree to fulfill its terms, before the Agreement is effective. 1.Client agrees to take all reasonable and diligent steps to keep CPS HR tests, sample tests, and testing processes confidential and free from unauthorized access and use. This includes, but is not limited to, client agreeing not to divulge, convey, copy in whole or part, duplicate, convert to another format or medium, or otherwise disseminate tests, portions of tests, or test materials. 2.For on-line tests, client further agrees to take all reasonable and diligent steps to prevent any modification to or reverse engineering of the testing software, and any transfer, storage or dissemination of tests or testing software and data on any storage medium or computer server other than those specifically authorized by CPS HR. 3.Should Client suspect any breach of test security, Client agrees to immediately notify CPS HR and immediately take all steps necessary to preserve evidence of or related to the breach, whether physical or electronic. E. Test Review, Ordering and Administration. 1. Review Copies. Review of CPS HR tests, regardless of format, is subject to the test security standards. (a) Test Rental Division: To help in deciding whether to rent exams, Client may review CPS HR stock tests and other stock test materials free of charge (e.g., stock supplements, structured interview packages, and specialized item sets). (b) SLPP: CPS HR does not offer review copies of the Spanish Language Proficiency Program (SLPP) tests. However, for new clients, CPS HR can provide a sample written test booklet showing the different components of the test. (c) On-line Testing: To help in deciding whether to utilize on-line testing, Client may review sample on-line tests free of charge. 2. Ordering Testing Materials and Scheduling of Examinations. (a) Test Rental Division: (i) To ensure materials are received in time, Client must notify CPS HR at least 10 business days prior to the test date of the total number of candidates in each job classification to be tested. If orders are placed less than 10-business-days prior to the test date, rush shipment charges may apply and timely delivery cannot be guaranteed. (ii) Client shall rent one test booklet per candidate to be tested. CPS HR shall provide Client with Test Materials including instructions for administering the test, sufficient test booklets and any other material CPS HR deems necessary. (b) On-line Testing: (i) To ensure Client equipment is functioning and capable of administering on-line testing, Client must request testing from CPS HR at least 10 business days prior to the test date on the first time Client utilizes on-line testing. After Client has successfully used on-line testing, 5 working days notice is normally sufficient for subsequent testing. (ii) Client recognizes that CPS HR has no control over the functioning of the internet, and any problems with on-line testing due to the failure thereof are not attributable to CPS HR. 2025 - 2027 CPS HR – TR 2 Year Agreement - 2 - Client Initials _______ 3.After the test date. (a)Test Rental Division: (i)Within 10 business days of the test date, Client shall return to CPS HR all Test Materials including all materials provided by CPS HR for the test administration. (ii) Client shall not reuse printed tests on the test date or on any other date but shall return Test Materials to CPS HR, whether or not the test was administered. (b) On-line Testing: (i) After the scheduled test date(s), CPS HR will suspend access to the on-line test site. (ii)Within 10 business days of the test date, Client shall destroy all CPS HR Test Materials including scratch paper and note paper in a way that make the materials unrecoverable. F.Billing, Pricing, and Payment. 1.CPS HR shall bill Client at the billing address provided in Exhibit A, unless notified in writing of a new billing address. 2.The bill shall be derived from the most current applicable Rate Sheet (s): Exhibit B for Test Rental, Exhibit C for Special Services and Exhibit D for Personality. Client acknowledges and understands that the Test Price List(s) are only effective as of the date shown each of them and are subject to change. 3.Client shall be billed for any work done on a canceled or postponed test up to the time CPS HR is notified of such cancellation or postponement. Under certain circumstances, and in CPS HR's sole discretion, credit may be given for work already performed if the test is rescheduled. 4.CPS HR may charge Client for lost or compromised tests if Test Materials are not returned according to E.3(a) above. Client shall be liable for the actual cost associated with the creation of a substantially similar replacement test up to a maximum of $15,000. 5.Client agrees to and shall pay all invoices within thirty (30) days of receipt of invoice. 6.Credits. For each unopened package of stock exams that is returned, a $35.00 credit will be generated that can be applied towards the current or future test order. Credit has no cash value and will expire 12 months after the issue date. G. Candidate Inspections 1. Test Materials. CANDIDATE INSPECTION OF TEST MATERIALS SHALL NOT BE ALLOWED EXCEPT IN CASE OF ANSWER SHEETS AS DESCRIBED BELOW 2. Answer Sheets. (a)If a candidate files a protest regarding the scoring of his or her test, inspection of a candidate's own answer sheet(s) for the purpose of detecting whether any clerical or other error has been made in the scoring of the answer sheets shall be allowed, upon request by the Client, for a 10-business-day period immediately following the notification to the candidate of test results. (b)Candidates are not allowed to review the question booklet during this inspection period. (c)Not more than one hour will normally be allowed for answer sheet(s) review. A representative of Client’s Personnel or Administrative office shall be present to assure that no changes or marks of any kind are made by the candidate on the answer sheet(s) or keyed answer sheet. H.Client Responsibilities. 1.Client shall perform all parts of the testing process which are not performed by CPS HR. Client has the responsibility for assuring that the testing process performed by Client conforms to any applicable laws, rules or ordinances, and for the test as a whole. Under the federal Uniform Guidelines on Employee Selection Procedures, the Client as test user is responsible for local validation efforts (e.g., SME review, job analysis studies) and the results of the selection process, and Client understands and acknowledges that it must be prepared to demonstrate that the process is valid and meets other testing standards if it adversely affects groups protected by fair employment laws. 2.Client is responsible for insuring that all persons who handle or have access to Test Materials in any capacity for Client shall do so in compliance with this Agreement, and are trained to handle Test Materials and administer tests before they do so. 3.CPS HR retains score reports for 60 days after each test administration date. Test users must maintain the appropriate documentation of score report information for agency record purposes. 4.Client is responsible for making determinations regarding the merit of candidate appeals. CPS HR can assist with researching candidate appeals at the specified hourly rate. I.Legal Proceedings Involving Test Materials. 1.If Client receives notice of any administrative or court proceeding involving a CPS HR test, or a request for disclosure of Test Materials, such as a subpoena, or a public records or freedom of information request, Client shall notify CPS HR of such request as soon as possible, and well before a response is due. 2.Upon CPS HR Request, Client shall maintain the confidentiality of the Test Materials pending the grant or denial of a protective order or the decision of a court or administrative body as to whether the requested Test Materials must be disclosed under the applicable public records statute. 3.Client shall cooperate with CPS HR in seeking any relief necessary to maintain the confidentiality of the Test Materials. 4.Client shall indemnify and hold CPS HR harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorney fees and costs) arising out of or in connection with administration of a test, or with maintaining confidentiality of Test Materials. 5.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 2025 - 2027 CPS HR – TR 2 Year Agreement - 3 - Client Initials _______ 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; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. 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. J.Term and Termination of Agreement. 1.Term. This Agreement is effective beginning the date it is signed by both parties and continuing for two years thereafter unless earlier terminated by either party as stated below. 2.Immediate Termination upon Material Breach. Either party may terminate this Agreement immediately upon any material breach by the other party. For purposes of this Agreement, but without limiting the meaning of material breach, any breach of the test security provisions, however minor, shall be considered a material breach. Client understands and acknowledges that immediate termination by CPS HR may result in the withholding or recall of Test Materials. 3.Termination Without Cause. CPS HR and Client may terminate the Agreement without cause upon thirty days written notice to the other party. 4.Return of Test Materials. Upon termination of the Agreement, Client shall immediately return to CPS HR any Test Materials that it possesses. K. Miscellaneous. 1. Notices. Any notice to the parties required or permitted under this Agreement shall be given in writing and shall be sent to Client at the address provided for the Principal Signer and to CPS HR at 2450 Del Paso Rd., Ste. 160, Sacramento, CA 95834. 2.Dispute Resolution; Remedies. (a)In the event of a dispute, the parties may agree to pursue mediation or either binding or nonbinding arbitration to resolve their dispute, under such rules as the parties may agree. (b)Client acknowledges that breach of this Agreement may result in irreparable harm to CPS HR for which damages would be an inadequate remedy and, therefore, in the event of a breach, in addition to its rights and remedies otherwise available by law, CPS HR shall be entitled to seek equitable relief, including injunction. 3.Attorneys Fees. If any legal action or arbitration or other proceeding is brought to enforce or construe the term of this Agreement or because of an alleged dispute, breach or default in connection with any provision of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys fees and other costs incurred in that action, arbitration or proceeding in addition to any other relief to which it may be entitled. 4.Waiver. The failure of any party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce such provision at a later time. Nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. No waiver shall be enforceable unless made in writing and signed by the party granting the waiver. 5.Entire Agreement; Modifications. This Agreement, The RFP, response and purchase order, constitutes the entire Agreement between the parties regarding the subject matter hereof and supersedes all other Agreements, representations and warranties. All modifications and supplements to this Agreement must be in writing and signed by both parties. 6.Counterparts; Facsimile Signature; Electronic Signature. This Agreement may be executed in any number of counterparts. If this Agreement or any counterpart is signed and then faxed or e-mailed by PDF or otherwise, the faxed or e-mailed copy bearing the signature shall be as good as the original wet-ink signed copy for all intents and purposes. 7.Interpretation; Jurisdiction. This Agreement shall be interpreted and enforced under the laws of the State of California and jurisdiction shall be in Sacramento County, California. The Agreement shall be interpreted in a fair and balanced manner to best preserve its intent, and without bias against the drafter. 8.Authority to Sign. The person signing this Agreement on behalf of the Client (the Principal Signer) represents that he or she is the head of the agency or is otherwise duly authorized to sign this Agreement and to bind the Client. 9.Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit E, 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. Client By: Senior Assistant City Attorney Name: Title: Phone: Email: Date: Client By: City Clerk Name: Title: Phone: Email: Date: Principal Signer By signing below, I represent that the persons(s) listed in Exhibit A and on any attached sheets is/are authorized to handle CPS HR Test Materials on Clients behalf. I affirm that I will handle all CPS HR Test Materials in accordance with the terms of the CPS HR Test Rental Agreement then in effect, and that I will ensure all individuals handling and/or administering tests are properly trained. Cooperative Personnel Services dba CPS HR Consulting, A California Joint Powers Authority By: Authorized Signature Name: Amy Bigone Title: Test Rental Program Manager Date: Client By: Authorized Signature (Head of Agency) Name: Title: Phone: Email: Date: 05/27/2025 michaelw@cupertino.org Michael Woo Senior Assistant City Attorney 05/27/2025 Vanessa Guerra Human Resources Manager vanessag@cupertino.org 05/27/2025 Kirsten Squarcia 408-777-3225 City Clerk kirstens@cupertino.org 05/27/2025 2025 - 2027 CPS HR – TR 2 Year Agreement Exhibit A Authorized Representative(s) (use an additional page if needed) By signing as an Authorized Representative, I affirm that I will handle all CPS HR Test Materials in accordance with the terms of the CPS HR Test Rental Agreement then in effect. Name, Title Signature E-mail Address Phone Number Name, Title Signature E-mail Address Phone Number Name, Title Signature E-mail Address Phone Number Name, Title Signature E-mail Address Phone Number Name, Title Signature E-mail Address Phone Number Name, Title Signature E-mail Address Phone Number II. Billing Contact Contact Name and Title Agency Street Address, City, State, Zip E-Mail Phone Number Fax Number III. Physical Address Agency / Department Name Street Address, City, State, Zip Laura Miyakawa, HR Analyst II lauram@cupertino.gov 408-777-3295 Vanessa Guerra, HR Manager vanessag@cupertino.gov 408-777-3201 Laura Miyakawa City of Cupertino 10300 Torre Avenue lauram@cupertino.gov 408-777-3295 408-777-3109 City of Cupertino/Administrative Services 10300 Torre Avenue, Cupertino, CA 95014 2025 - 2027 CPS HR – TR 2 Year Agreement Exhibit B CPS HR Test Rental Division Rates Effective April 2023 - Subject to Change STOCK TESTS* SEMI-STOCK TESTS CUSTOM TESTS AGENCY TESTS Base Fee (per order) ‡ $295.00 $595.00 $1295.00 $350.00 1-100 Candidates (per candidate)$10.00 $14.00 $15.00 $11.00 101-500 Candidates (per candidate)$9.50 $13.00 $14.00 $10.50 501+ Candidates (per candidate)$9.00 $12.00 $13.00 $10.00 New Item Writing/Entry N/A N/A $40 per item N/A Pick Up/Handling 5% 5% 5% 5% Standard Shipping/Handling ** 10% 10% 10% 10% Expedited Shipping/Handling ** 15% 15% 15% 15% Shipping outside contiguous U.S. 20% 20% 20% 20% Entry-Level Law, Entry-Level Fire and Entry-Level Clerical Candidate Materials (available online through Candidate Resource Center) Online Preparation Manuals Online Practice Test $3.00 if purchased by client $5.00 if purchased by candidate $10.00 if purchased by client $15.00 if purchased by candidate *CPS HR will apply a credit of $35.00 for each UNOPENED package of Stock Exams of test booklets on the current or future STOCK test order (see additional terms listed on F.6.). **Standard shipping applies to orders placed at least 10 business days prior to test date. Expedited shipping applies to orders placed less than 10 business days prior to test date. ‡ Base fee includes the following at no additional charge: Proctor’s Manual, Scoring Manual, CPS HR Scoring, CPS HR answer sheets and a scoring report. Online Testing Stock Tests* Semi-Stock Tests* Agency Tests* Custom Tests* Unproctored Tests eSkill Tests Administrative Set Up Fee (per order) $95.00 $95.00 $95.00 $95.00 $95.00 $95.00 One Time Exam Set Up Fee** N/A $595.00 $350.00 $1295.00 N/A N/A Per Candidate Fee $15.00 $15.00 $15.00 $15.00 $15.00 $15.00 Title Change (optional) $25.00 N/A N/A N/A N/A N/A Additional Supplement (optional) $50.00 N/A N/A N/A N/A N/A * Exams must be administered in a proctored environment. ** The one-time set-up fee will be applied for the first online administration of a semi-stock, agency or custom test. 2025 - 2027 CPS HR – TR 2 Year Agreement Exhibit C CPS HR Special Services Effective April 2023 - Subject to Change Online Testing With Remote Proctor Services Agency Price Administrative Set Up Fee (per order)* $185.00 1 hour test (per candidate) $38.50 1 – 2 hour test (per candidate) $46.00 2 – 3 hour test (per candidate) $54.75 Over 3 hour test (per candidate) $63.50 *A one-time set-up fee will be applied for the first online administration of a semi-stock, agency or custom test. SPECIAL SERVICES Candidate Appeals Support $130.00 per hour Cover Change – Stock Exams Only $100.00 base fee (unopened returned books will NOT qualify for a credit) Re-Scoring/Hand-Scoring of Answer Sheet $30.00 (Requested directly by Agency) Review Copies (Hardcopies sent via FedEx) $30.00 per order (online review copies are provided at no charge) Scoring Keys $25.00 per Overlay, $10.00 per Key Sheet Spanish Language Proficiency Oral Exam $295.00 Base Fee + $120.00 per candidate (Professional Scoring Included) Stock Supplements $3.00 per book when ordered with a Stock test Supplemental Orders $25.00 base fee, candidate count fee, and shipping/handling Writing Proficiency Exam $350.00 Base Fee + $ 15.00 per candidate (Professional Scoring included) Candidate Pay of Remote Proctor Fees CALL FOR DETAILS Non-specified special Services CALL FOR DETAILS - Billed at the following rates Consultant Time $130/hour Technician Time $ 75/hour 2025 - 2027 CPS HR – TR 2 Year Agreement Exhibit D CPS HR On-line Personality Test Pricing Schedule Effective April 2023 - Subject to Change PERSONALITY TEST Report Option Price Per Candidate General Employability Report (if used with stock exam) $7.50 General Employability Report (if used without a stock exam) $10 Advantage Report $15 Express Report $56 Potential Report $160 Challenge Report $160 Values Report $160 Leader Basis $205 Leadership Forecast (includes Potential, Challenge and Values reports) $425 Coaching Report Free with order of Leadership Forecast Report Test Rental Contact Information: CPS HR Consulting Attn: Test Rental Division 2450 Del Paso Rd., Ste. 160, Sacramento CA 95834 Telephone: 916.263.1800 / Toll Free 866.867.5272 Fax: 916.921.6240 / E-mail: testrental@cpshr.us Insurance Requirements Version: May 2025 Contractor shall procure 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. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (“CGL”): Coverage shall be at least as broad as Insurance Services Office (“ISO”) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (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 Contractor's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and 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. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO Form Number CA 00 01 (or equivalent) covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non- owned autos (Code 9), with limits no less than $1,000,000 each accident for bodily injury and property damage.  Not required. Consultant shall be fully remote and not use automobiles to provide the service . In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile.  Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability EXHIBIT E Insurance Requirements Insurance Requirements Version: May 2025 insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1).  In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insu rance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 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 each accident/disease.  Not required. Contractor has provided written verification it has no employees. 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. CGL coverage shall be provided in the form of an endorsement at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary and Non-Contributory Coverage Except Workers’ Compensation coverage, the Contractor’s insurance coverage shall aloe and be endorsed “primary and non-contributory” at least as broad as the most recent edition of ISO CG 20 01 as respects the City, its City council, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City and additional insureds shall be excess of Contractor’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall provide and be endorsed 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. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Insurance Requirements Version: May 2025 Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall pro vide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or 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 Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Adequacy of Coverage Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/25/2024 Edgewood Partners Ins.Center 10877 White Rock Road Suite 300 Sacramento -P&C Lic #0B29370 Rancho Cordova CA 95670 Brianna Orchekowski brianna.orchekowski@epicbrokers.com Hartford Fire Insurance Company 19682 COOPPERS Sentinel Insurance Company,Ltd.11000CooperativePersonnelServices DBA:CPS HR Consulting 2450 Del Paso Rd.,Ste.220 Sacramento CA 95834 Hartford Casualty Insurance Company 29424 Trumbull Insurance Company 27120 Lloyd's of London 85202 1418989 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y Y 57UUNBE6937 7/1/2024 7/1/2025 2,000,000 D 1,000,000 X X Y Y 57UENBE6965 7/1/2024 7/1/2025 C X X 6,000,00057RHUBE77777/1/2024 7/1/2025 6,000,000 X $10,000 B X N Y 57WEBF5WNL 7/1/2024 7/1/2025 Stop Gap Applies 1,000,000 1,000,000 1,000,000 E Errors &Omissions Claims Made/Retro Date 10/13/1989 PSN0239993974 7/1/2024 7/1/2025 Each Claim/Agg Deductible/Each Claim $3,000,000 $50,000 Re:Evidence of Coverage. **Evidence of Coverage** For Insured's Use Policy # 57UUNBE6937 Effective 7/1/2024 COMMERCIAL AUTOMOBILE HA 9916 12 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1.BROAD FORM INSURED Paragraph .1. • WHO IS AN INSURED • of Section II -Liability Coverage is amended to add the following: d.Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1)Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2)Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a)That is a partnership or joint venture, (b)That is an "insured" under any other policy, ( c)That has exhausted its Limit of Insurance under any other policy, or (d)180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. Form HA 99 1612 21 e.Employees as Insureds (1 ). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f.Lessors as Insureds (1 ). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a)The agreement requires you to provide direct primary insurance for the lessor and (b)The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. g.Additional Insured if Required by Contract (1)When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a)During the policy period, and (b)Subsequent to the execution of such written contract, and Page 1 of 5 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy # 57UENBE6965 Effective 7/1/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1)Printed in U.S.A. Process Date: Policy Expiration Date: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Effective hour is the same as stated on the Information Page of the policy. Policy Number: 57WEBF5WNL Effective Date: 7/1/2024 Named Insured and Address: Cooperative Personnel Services dba: CPS HR Consulting 2450 Del Paso Road, Suite 220 Sacramento, CA 95834 Endorsement Number: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Endorsement Number: Effective hour is the same as stated on the Information Page of the policy. Policy Number: 57WEBF5WNL Effective Date: 7/1/2024 Named Insured and Address: We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Countersigned by __________________ _Authorized Representative Form WC 00 03 13 Printed in U.S.A. Cooperative Personnel Services dba: CPS HR Consulting 2450 Del Paso Road, Suite 220 Sacramento, CA 95834 Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions:mailing address of the certificate holder(s) on file with A.If this policy is cancelled by the Company, other the agent of record or the Company will be sufficient than for nonpayment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30)Any notification rights provided by this endorsement days in advance of the cancellation effective date apply only to active certificate holder(s) who were to the certificate holder(s) with mailing addresses issued a certificate of insurance applicable to this on file with the agent of record or the Company.policy's term. B.If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium, or by the insured, notice holder(s) will not amend or extend the date the of such cancellation will be provided within (10)cancellation becomes effective, nor will it negate days of the cancellation effective date to the cancellation of the policy. Failure to send notice shall certificate holder(s) with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company.agents or representatives. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford Policy # 57WEBF5WNL Policy # 57UUNBE6937 Policy # 57UENBE6965 Effective 7/1/2024 Test Rental and Use Agreement Final Audit Report 2025-05-27 Created:2025-05-27 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAqHEVI3xBqQz4vcwBVQ30c4DNtFg7SK2j "Test Rental and Use Agreement" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-05-27 - 4:07:08 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-05-27 - 4:13:47 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-05-27 - 4:14:00 PM GMT- IP address: 52.1.140.55 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-05-27 - 4:20:01 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Amy Bigone (abigone@cpshr.us) for signature 2025-05-27 - 4:20:06 PM GMT Email viewed by Amy Bigone (abigone@cpshr.us) 2025-05-27 - 8:46:29 PM GMT- IP address: 192.150.43.254 Document e-signed by Amy Bigone (abigone@cpshr.us) Signature Date: 2025-05-27 - 9:25:30 PM GMT - Time Source: server- IP address: 192.150.42.5 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-05-27 - 9:25:35 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-05-27 - 9:25:41 PM GMT- IP address: 52.1.140.55 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-05-27 - 10:24:13 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Vanessa Guerra (vanessag@cupertino.org) for signature 2025-05-27 - 10:24:19 PM GMT Email viewed by Vanessa Guerra (vanessag@cupertino.org) 2025-05-27 - 10:24:25 PM GMT- IP address: 52.1.140.55 Document e-signed by Vanessa Guerra (vanessag@cupertino.org) Signature Date: 2025-05-27 - 10:32:55 PM GMT - Time Source: server- IP address: 108.213.70.66 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-05-27 - 10:33:01 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-05-27 - 10:33:10 PM GMT- IP address: 52.1.140.55 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-05-27 - 11:18:24 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-05-27 - 11:18:24 PM GMT