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24-144 Silicon Valley Clean Energy Authority_Amendment #3 dated 9-2-25 to Video Production Services MOU1 THIRD AMENDMENT TO AGREEMENT 22-144 BETWEEN THE CITY OF CUPERTINO AND SILICON VALLEY CLEAN ENERGY AUTHORITY FOR VIDEO PRODUCTION SERVICES This Third Amendment to Agreement 22-144 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Silicon Valley Clean Energy Authority, a Public Agency/Joint Powers Authority (“Organization”) whose address is 333 W. El Camino Real, Suite 330, Sunnyvale, CA 94097, and is made with reference to the following: RECITALS: A. On October 10, 2022, Agreement 22-144 (“Agreement”) was entered into by and between City and Organization for Video Production Services. B. On January 15, 2024, First Amendment to Agreement 22-144 (“Agreement”) was entered into by and between City and Organization for Video Production Services. C. On September 3, 2024, Second Amendment to Agreement 22-144 (“Agreement”) was entered into by and between City and Organization for Video Production Services. D. City and Organization desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 5 Compensation, Section A of the Agreement is modified to read as follows: The services described above are provided by the City to Organization. Organization will compensate the City for video production services as set forth in Attachment B3. 2. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Attachment C, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date SILICON VALLEY CLEAN ENERGY AUTHORITY By Title Date Monica Padilla CEOCTO 09/02/2025 09/02/2025 Invoice Date: Agency:City of Cupertino Invoice #: Date of Service: Please make payment to:City of Cupertino Bill To:SVCEA Cupertino, CA 95014 333 W. El Camino Real Suite 330 Please mail to:City of Cupertino Sunnyvale, CA 94087 Attn: Accounts Receiveable Attn: Chief Executive Officer 10300 Torre Avenue Cupertino, CA 95014 Hourly Rate Hours Total 140$ 5 $700 125$ 5 $625 90$ 5 $450 $1,775 Hourly Rate Hours Total 140$ 4 $560 125$ 4 $500 90$ 4 $360 $1,420 For questions regarding this request for invoice, please contact: IT Billing marilynp@cupertino.org Standard SVCEA Board meeting - 3 hrs Director and Team Supervisor, primary management of the production, setup streaming. Production Technican: Graphics, Lights, Audio, Zoom Switching, monitor video streaming public speakers, managing muting/unmuting and time clock KMVT technical team per Board meeting is expected to 4 hours: 1 hour setup, 2 hrs for the board meeting, 1 hour tear down and programming for broadcasting on the City of Cupertino Government Channel. Standard SVCEA Board meeting - 2 hrs Director and Team Supervisor, primary management of the production, setup Production Technican: Graphics, Lights, Audio, Zoom Switching, monitor video streaming Zoom meeting operator, queuing up public speakers, managing muting/unmuting and time clock management Production Services include streaming to YouTube, and deliver of the recorded Zoom meeting Payment for services provided pursuant to the Memorandum of Understanding agreement between the City of Cupertino and Silicon Valley Clean Energy Authority for video production services including pre-production, broadcasting/webcasting, post-production, and KMVT production Support of the SVCEA meeting. KMVT technical team per Board meeting is expected to be 5 hours: 1 hour setup, 3 hrs for the board meeting, 1 hour tear down and programming for broadcasting on the City of Cupertino Government Channel. Description Total ATTACHMENT B3 Attachment C, Memorandum of Understanding, SVCEA 1 Version: May 2025 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) with coverage 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 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 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 the most recent edition of ISO Form 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 CA 00 01 covering any auto (including owned, hired, and non-owned autos) 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 insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). ATTACHMENT C Insurance Requirements X Attachment C - Memorandum of Understanding, SVCEA 2 Version: May 2025 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 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. 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. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and 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 basis 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 policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed 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 if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed 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. 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. 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 General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Attachment C - Memorandum of Understanding, SVCEA 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). 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 amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including 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 indemnification, defense, and 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 Federal Insurance Company Chubb National Insurance Company 6/24/2025 USI Insurance Services NW CL 601 Union Street, Suite 1000 Seattle, WA 98101 Teren Hopstad 206 441-6300 610-362-8530 teren.hopstad@usi.com Silicon Valley Clean Energy Authority 333 W. El Camino Real, Ste 330 Sunnyvale, CA 94087 20281 10052 A X X X X X 36090794 02/21/2025 02/21/2026 1,000,000 1,000,000 10,000 1,000,000 1,000,000 1,000,000 A X X X X X 73649102 02/21/2025 02/21/2026 1,000,000 A X X X 0 X X 56726757 02/21/2025 02/21/2026 10,000,000 10,000,000 B N X 71843927 02/21/2025 02/21/2026 X 1,000,000 1,000,000 1,000,000 RE: Operations of the Named Insured. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are Additional Insureds on the General Liability, Automobile Liability, and Excess Liability as required by written contract, with respect to the operations of the Named Insured per forms attached. Coverage is Primary and Non-Contributory per forms attached. Waiver of Subrogation applies per forms attached. (See Attached Descriptions) The City of Cupertino 10300 Torre Ave Cupertino, CA 95014 1 of 2 #S49758524/M48434701 SILICVAL8Client#: 2073881 JCHJU SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) 30 Day Notice of Cancellation - 10 Day Notice of Cancellation for Non -Payment DEDUCTIBLE - GL =$0 - Auto =$0 - Workers Comp =$0 2 of 2 #S49758524/M48434701 Liability Insurance Financial Institutions Extension For Commercial General Liability Insurance CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 1 of 11 (333599.16) Table Of Contents 3 Coverage A – Bodily Injury And Property Damage Liability 3 Insuring Agreement Amended –ATMs, Foreclosed Property, Property In Trust, Leased Property 3 Exclusions Amended 3 Expected Or Intended Injury – Exception For Property Damage Caused By Reasonable Force 3 Rented To The Insured 3 Property 4 Damage To Rented Premises Cause By Hostile Fire 4 5 Property, Property In Trust, Leased Property 5 Contractual Liability – Exception For Insured Contracts 5 Coverages A & B - Additional Exclusions 5 Expenses 6 Supplementary Payments – Coverages A and B 6Increased Limits 6 Section II – Who Is An Insured 6Subsidiaries Or Newly Acquired Or Formed Organizations 6 Employees Including Incidental Healthcare Professional Services 7 Additional Insureds 7 Controlling Interests 7 Lessors Of Leased Equipment 7 Managers Or Lessors Of Premises 7 Mortgagee, Assignee Or Receiver 8 Other Persons Or Organizations Pursuant To Contract Or Agreement 8 L I A B I L I T Y E X T E N S I O N F O R L I A B I L I T Y I N S U R A N C E F I N A N C I A L I N S T I T U T I O N S E X T E N S I O N CB CG XX 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 2 of 11 (333599.16) Section III – Limits Of Insurance Section IV – Commercial General Liability Conditions Section V – Amended Definitions 10 Section VI – Additional Definitions CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 3 of 11 (333599.16) All of the provisions contained in the other forms that comprise this policy, including the Commercial General Liability Coverage Form, apply, unless they have been deleted or modified by this Financial Institutions Extension for Commercial General Liability Coverage. Section I – Coverages Under Section I – Coverage A – Bodily Injury And Property Damage Liability, Paragraph 1. Insuring Agreement is amended to include the following: Coverage A – Bodily Injury And Property Damage Liability – Insuring Agreement Amended g. Unless otherwise indicated, this insurance applies to “bodily injury” and “property damage” involving: (1) Automated teller machines; (2) “Foreclosed property”; (3) Property in any trust, guardianship, agency or estate for which you are acting in a fiduciary or representative capacity; and (4) Property which you own and lease to others, when specific insurance, which would customarily protect your interest and which you require your lessees to carry, is non-existent, invalid, insufficient or uncollectible. Under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability, Exclusion a. is deleted and replaced with the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured, even if the actual “bodily injury” or “property damage” is of a different degree or type than intended or expected. This exclusion does not apply to "bodily injury" or “property damage” resulting from the use of reasonable force to protect persons or property. Under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability, Paragraph (2) of Exclusion g. is deleted and replaced by the following: Non-Owned Watercraft Under 55 Feet This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability, Exclusion g. is amended to include the following exception: Non-Owned Aircraft Exception This exclusion does not apply to: (6) An aircraft you do not own provided: (a) 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; (b) It is rented with a trained, paid crew; and (c) It does not transport persons or cargo for a charge. Under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability, Exclusion J. is amended to include the following exception: Damage To Property – Exception For Equipment Loaned Or Rented To The Insured Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. Under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability, Exclusion p. is deleted and replaced by the following: Electronic Data – Exception For Physical Injury To Tangible Property p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to: CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 4 of 11 (333599.16) (1) "Bodily injury"; or (2) Physical injury to tangible property. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability, Exclusion f., Subparagraph (1)(a) is deleted and replaced by the following: Pollution For Financial Institutions With An Exception For Damage To Rented Premises Caused By Hostile Fire (a) At or from any premises, site or location: (i) Which is or was at any time owned or occupied by, or rented or loaned to, any insured; (ii) To which any insured has perfected their right to possession; (iii) To which any insured has been given the deed or title; (iv) For which a judicial or other foreclosure proceeding has been initiated by or on behalf of any insured, but such foreclosure is not yet finalized; (v) Which any insured: i. Possesses; or ii. Has assumed, care, custody or control over; on behalf of a mortgagor with such mortgagor’s agreement, assent or permission; or (vi) Over which any insured otherwise assumed physical or financial control or exercised such insured’s right to repossession; because such property was security for a loan owned or serviced by any insured. However, subparagraph f.(1)(a)(i) does not apply to: i. "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; ii. "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or iii. "Bodily injury" or "property damage" caused by heat, smoke or fumes from a "hostile fire"; Under Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability, Exclusion f. is amended to include the following: (3) “Bodily injury” or “property damage” arising out of any actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at or from any premises in any trust, guardianship, agency or estate for which any insured is currently, or did act in a fiduciary or representative capacity; (4) This exclusion does not apply to “property damage” to a premises while rented to you or temporarily occupied by you with the permission of the owner and caused by a “hostile fire”, explosion, smoke or leakage from fire protective equipment. Under Section I – Coverage B – Personal And Advertising Liability, Paragraph 1. Insuring Agreement is amended to include the following: Coverage B – Personal And Advertising Injury – Insuring Agreement Amended e. Unless otherwise indicated, this insurance applies to “personal and advertising injury” involving: (1) Automated teller machines; (2) “Foreclosed property”; (3) Property in any trust, guardianship, agency or estate for which you are acting in a fiduciary or representative capacity; and (4) Property which you own and lease to others when specific insurance, which would customarily protect your interest and which you require your lessees to carry, is non-existent, invalid, insufficient or uncollectible. Under Paragraph 2. Exclusions of Section I – Coverage B – Personal And Advertising Injury Liability, Exclusion e. is CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 5 of 11 (333599.16) deleted and replaced by the following: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a written contract or agreement that is an “insured contract” provided the “personal and advertising injury” is caused by an offense first committed after the execution of the contract or agreement. The following Exclusions are added: Additional Exclusions Paragraph 2. Exclusions of Section I – Coverage A - Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I – Coverage B – Personal And Advertising Injury Liability is amended to include the following: Financial Instruments Damages arising out of loss of use of “financial instruments” that have not been physically damaged. Insurance And Related Operations Damages, loss, cost or expense arising out of any: 1. a. Duty or obligation (whether contractual or otherwise); b. Effecting of, maintaining or failure to effect or maintain any coverage; or c. Failure to discharge, or improper discharge of, any duty or obligation (whether contractual or otherwise); in connection with any “insurance or related product”; 2. Rendering of or failure to render any “insurance or related service”; or 3. Administration or management of, contribution to, or membership or participation in any association, guarantee or insolvency fund, plan, pool, program or similar organization, whether or not voluntary, in connection with any of the foregoing. This exclusion applies: 1. Regardless of whether or not: a. A claim is made or "suit" is brought by any client or by any other person or organization; or b. Such service, advice or instruction is ordinary to any insured’s profession; and 2. Even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured if the damages, loss, cost or expense involved the rendering of or failure to render any professional service, advice or instruction. Under Section I – Coverage C – Medical Payments, subparagraph 1.a.(b) is deleted and replaced by the following Medical Expenses Coverage – Three Years To Report Expenses (b) The expenses are incurred and reported to us within three years of the date of the accident; and Under Section I – Supplementary Payments –Coverages A And B, Paragraph 1. is deleted and replaced by the following: Supplementary Payments – Increased Limits 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds; or (2) Bonds required to: (a) Appeal judgments; or (b) Release attachments; but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d. All court costs taxed against the insured in the "suit". e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 6 of 11 (333599.16) pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Section II – Who Is An Insured Under Section II – Who Is An Insured, Paragraph 2. is deleted and replaced by the following: Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations – Including New And Existing Subsidiaries, Partnerships, Joint Ventures, Limited Liability Companies With Portfolio Company Exclusion 2. If there is no other insurance available, each of the following is also a Named Insured: a. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization or exercises management control as evidenced in a written contract; or b. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization or exercises management control as evidenced in a written contract However, a subsidiary organization does not include a “portfolio company”, unless such company is specifically listed as a Named Insured in the Declarations of this policy. Under Section II – Who Is An Insured, Paragraph 3.a. is deleted and replaced by the following: Who Is An Insured – Employees Including Incidental Healthcare Professional Services 3. Each of the following is also an insured: a. Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no “employee” is an insured for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or to any co-“employee” while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (1)(a) above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (1)(a) or (b) above. With respect to “bodily injury” only, the limitations described in Paragraph 3.a.(1) above do not apply to: (i) You or to your directors, managers, members, “executive officers”, partners or supervisors as insureds; (ii) Your “employees” as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”; or (iii) Your “employees” who are nurses, emergency medical technicians, or paramedics as insureds, with respect to such damages that are caused by providing or failing to provide professional healthcare services, but only if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. (2) "Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or by any of your “employees”. This limitation does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner. Under Section II – Who Is An Insured, Paragraph 3. is amended to include the following: Additional Insureds Controlling Interest Any person or organization that has financial control of you or owns, maintains or controls premises while you lease or occupy such premises, but only with respect to their liability arising out of: (1) Their financial control of you; or CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 7 of 11 (333599.16) (2) Premises they own, maintain or control while you lease or occupy these premises. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by or for that person or organization. Lessors Of Leased Equipment Any person or organization from whom you lease equipment, but only with respect to the maintenance or use by you of such equipment, and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to an “occurrence” that takes place, or an offense that is committed, after the equipment lease ends. Managers Or Lessors Of Premises Any person or organization from whom you lease premises, but only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to: (1) An “occurrence” that takes place, or an offense that is committed, after you cease to be a tenant in such premises; or (2) Any structural alteration, new construction or demolition operations performed by or on behalf of them. 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 your ownership, maintenance or use of a premises by you. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. Other Persons Or Organizations Pursuant To A Contract Or Agreement Any person or organization that you are obligated pursuant to a contract or agreement to provide with such insurance as is afforded by this policy are insureds. However, the person or organization is an insured only: (1) To the extent such contract or agreement requires the person or organization to be afforded status as an insured; (2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement; and (3) With respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured: (1) That is more specifically identified under any other provision of Section II – Who Is an Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are 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: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations at the trade show event premises during the trade show event. However, no such person or organization is an insured with respect to “bodily injury” or “property damage” included within the “products-completed operations hazard”. Vendors Any person or organization who is a vendor of “your products”, but only with respect to liability for “bodily injury” or “property damage” resulting from the distribution or sale of “your product” in the regular course of their business. However, no such person or organization is an insured with respect to any: (1) Assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages for “bodily injury” or ”property damage” that such person or organization would have in the absence of such contract or agreement; (2) Representation or warranty unauthorized by you; CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 8 of 11 (333599.16) (3) Physical or chemical change in “your product” made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of “your product”; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of “your product”; or (7) Of “your products” which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other thing or substance by or for the vendor. Further, no person or organization is an insured from whom you have acquired “your product”, or any ingredient, part or container entering into, accompanying or containing “your product”. Limitations Applicable To Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following limitations apply to such insured: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Limits Of Insurance Applicable to Additional Insureds With respect any person or organization that qualifies as an additional insured under the heading Additional Insureds above, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. However, the above paragraph shall not increase the applicable limits of insurance. Section III – Limits Of Insurance Under Section III – Limits Of Insurance, Paragraph 7. is amended to include the following: Medical Expense Limit – $15,000 The Medical Expense Limit is the greater of: a. $15,000; or b. The amount shown in the Declarations for the Medical Expense Limit. Section IV – Commercial General Liability Conditions Under Section IV – Commercial General Liability Conditions, Paragraph 2. is amended to include the following: Knowledge/Notice Of Occurrence f. Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute knowledge by the insured, unless an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee knows about such “occurrence” or offense. g. Failure of an agent or “employee” of the insured, other than an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee, to notify us of an “occurrence” or offense that such person knows about will not affect the insurance afforded to you. h. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. Under Section IV – Commercial General Liability Conditions, Subparagraph 4.a. is amended to include the following: Primary And Non-Contributory However, if you are obligated to a written contract or agreement to provide a person or organization that is included in Section II – Who Is an Insured with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 9 of 11 (333599.16) Under Section IV – Commercial General Liability Conditions, Paragraph 6. is amended to include the following: Unintentional Failure To Disclose Hazards Unintentional failure of an “employee” of the insured to disclose a hazard or other material information will not violate this condition, unless an “executive officer” (whether or not an “employee”) of any insured knows about such hazard or other material information. Under Section IV – Commercial General Liability Conditions, Paragraph 8. is deleted and replaced by the following: 8. Waiver Of Subrogation Required By Contract We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured’s rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce them. This paragraph does not apply to Coverage C. Section IV – Commercial General Liability Conditions is amended to include the following condition: In Rem Any “suit” brought as an action In Rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such “suit” were brought against the insured. Section V – Amended Definitions Under Section V – Definitions, Paragraph 4. is deleted and replaced by the following: Coverage Territory – Limited Worldwide 4. "Coverage territory" means all parts of the world. However, “coverage territory” does not include any: a. “Bodily injury” or “property damage” that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured’s responsibility to pay damages is determined by a “suit” on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b. Injury or damage in connection with any “suit” brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. Under Section V – Definitions, Paragraph 9. is deleted and replaced by the following: Insured Contract Amended – Railroad Limitations Removed 9. "Insured contract" means: a. A lease of premises; b. A sidetrack agreement; c. An easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. Any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another person or organization to pay damages, to which this insurance applies, sustained by a third person or organization. “Insured contract” does not include that part of any contract or agreement that indemnifies an architect, engineer or surveyor for damages arising out of: (1) Preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; or (2) Giving directions or instructions, or failing to give them. Under Section V – Definitions, Subparagraphs c., d. and e. of definition 14. are deleted and replaced by the following: Personal And Advertising Injury Definition Amended c. Wrongful entry into, wrongful eviction of a person from or other violation of a person’s right of CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 10 of 11 (333599.16) private occupancy of a dwelling, premises or room that such person occupies, unless such person is a mortgagor of yours or of anyone for whom you are servicing mortgages, if committed by or on behalf of its owner, landlord or lessor; d. Electronic, oral, written or other publication, of material that libels or slanders a person or organization (which does not include disparagement of goods, products or services), except when alleged, charged or suffered by any “customer”; e. Electronic, oral, written or other publication, of material that violates a person's right of privacy. except when alleged, charged or suffered by any “customer”; Section VI – Additional Definitions Section V – Definitions is amended to include the following definitions: “Customer” means a person, corporation, partnership or other entity which: a. Is applying for, or requesting, “your products” or services; b. Has applied for, or has requested, “your products” or services; c. Is presently using “your products” or services; or d. Has used “your products” or services. and who makes a claim or brings a “suit” which arises out of, or is directly or indirectly related to, any of the above. “Financial instruments” means: a. Currency, coins, bank notes, and bullion; b. Travelers checks, registered checks, food stamps, and money orders held for sale to the public; c. All negotiable and non-negotiable instruments or contracts that represent either money or other property held by you in any capacity; d. Revenue and other stamps in current use, tickets and tokens; e. Property of others that you hold as a pledge or as collateral for a loan; f. Commodities, jewelry, precious and semi-precious stones and precious metals in any form; g. Insurance policies; or h. Certificates of origin or title, deeds, mortgages and abstracts or title. “Foreclosed property” means property: a. To which you have perfected your right to possession; b. To which you have been given the deed or title; c. For which a judicial or other foreclosure proceeding has been initiated by your or on your behalf, but such foreclosure is not yet finalized; d. Which you: (1) Possess; or (2) Have assumed care, custody or control over; on behalf of a mortgagor with such mortgagor’s agreement, assent or permission; or e. Over which you otherwise assumed physical or financial control or exercised your rights to repossession; because the property was security for a loan you owned or serviced and there was a default on that loan. “Insurance or related product” means any: a. Annuity or endowment; b. Benefit, pension, retirement or welfare; or c. Insurance, reinsurance, self-insurance or suretyship; account, bond, contract, fund, plan, policy, program or treaty, including any amendment, application, binder, endorsement, investment, notice, proposal, receipt, representation or warranty in connection with any of the foregoing. "Insurance or related service" means any: a. Administration, analysis, appraisal, auditing, design, disclosure, engineering, inspection, management, pricing, reporting, scripting, survey, recommendation or underwriting, including any adjusting, assertion, defense, investigation or settlement in connection with any claim, or any similar service, advice or instruction in any capacity; or CB CG 04 0023 1121 Includes copyrighted material of Insurance Services Office, with its permission. Page 11 of 11 (333599.16) b. Service, advice or instruction in any capacity as an agent, broker, fiduciary, manager, trustee or underwriter or any similar activity; in connection with any “insurance or related product”. “Portfolio company” means any organization to which you have provided capital, or have agreed to provide capital, through an investment vehicle to facilitate an ownership interest for the purpose of investment. Such an investment vehicle includes any: a. Bridge loan; b. Equity position in connection with a leveraged buy out; c. Recapitalization; d. Seed capital; e. Subordinated debt; f. Takeover; or g. Other type of financing that facilitates such an ownership interest for the purpose of investment. Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permis sion" COMMERCIAL AUTOMOBILE 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 This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. – CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock 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 an “insured” under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written 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. B. Employees as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: d. Any “employee” of yours while using a covered “auto” you don’t own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered “auto” while the “auto” is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The “auto” is leased without a driver. Such leased “auto” will be considered a covered “auto” you own and not a covered “auto” you hire. However, the lessor is an “insured” only for “bodily injury” or “property damage” resulting from the acts or omissions by: 1. You; 2. Any of your “employees” or agents; or 3. Any person, except the lessor or any “employee” or agent of the lessor, operating an “auto” with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered “auto”, provided that you and such person or organization have agreed under an express provision in a written “insured contract”, written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an “insured”. However, such person or organization is an “insured” only: Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permis sion" (1) with respect to the operation, maintenance or use of a covered “auto”; and (2) for “bodily injury” or “property damage” caused by an “accident” which takes place after: (a) You executed the “insured contract” or written agreement; or (b) The permit has been issued to you. 3. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE – of SECTION II – LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE – ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. – TRANSPORTATION EXPENSES – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. – COVERAGE EXTENSIONS - of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total “loss” to a covered “auto”, we will pay any unpaid amount due on the loan or lease for a covered “auto” minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the “loss”; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered “auto”; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered “auto”; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered “auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your “employees” are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or “loss” of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered “loss”; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE – BROADENED COVERAGE Paragraph A.4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense W e will pay for the expense of returning a stolen covered “auto” to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. – LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR – WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permis sion" Under Paragraph D. - DEDUCTIBLE – of SECTION III – PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same “accident”, the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of “accident”, claim, “suit” or “loss”, you must promptly notify us when the “accident” is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an “accident”, claim, “suit” or “loss” by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the “accident” or “loss” occurred; (2) The “insured’s” name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for “loss” to which this insurance applies, provided the “insured” has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such “loss”. To the extent that the “insured’s” rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after “accident” or “loss” to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. – CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV – BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV – BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any “auto” hired or rented by your “employee” on your behalf and at your direction will be considered an “auto” you hire. If an “employee’s” personal insurance also applies on an excess basis to a covered “auto” hired or rented by your “employee” on your behalf and at your direction, this insurance will be primary to the “employee’s” personal insurance. 16. HIRED AUTO – COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered “auto” of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V – DEFINITIONS is deleted and replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the “bodily injury” sustained by that person. Third Amendment to Video Production Services MOU Final Audit Report 2025-09-02 Created:2025-07-02 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA6FBN07xEh_nwjGVXpB8WmY4cljTfMWDt "Third Amendment to Video Production Services MOU" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-07-02 - 6:12:44 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2025-07-02 - 6:17:13 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2025-07-02 - 6:17:21 PM GMT- IP address: 107.23.91.196 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2025-07-02 - 6:18:31 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-07-02 - 6:18:35 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-07-02 - 6:18:42 PM GMT- IP address: 54.242.254.61 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-07-03 - 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7:19:00 PM GMT- IP address: 44.204.126.242 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-07-15 - 8:05:25 PM GMT- IP address: 54.245.171.168 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-07-16 - 8:46:45 PM GMT- IP address: 18.216.169.192 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-07-17 - 9:29:50 PM GMT- IP address: 52.43.144.176 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-08-21 - 4:39:36 PM GMT- IP address: 3.149.248.192 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-08-22 - 4:17:57 PM GMT- IP address: 3.237.171.60 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-08-23 - 4:48:50 PM GMT- IP address: 54.85.88.192 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-08-24 - 4:33:44 PM GMT- IP address: 18.118.14.4 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-08-25 - 4:16:32 PM GMT- IP address: 3.144.218.124 Email viewed by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) 2025-08-26 - 4:16:45 PM GMT- IP address: 54.202.192.236 Document approved by Nik Zanotto (nikolas.zanotto@svcleanenergy.org) Approval Date: 2025-08-26 - 9:51:58 PM GMT - Time Source: server- IP address: 136.226.78.177 Document emailed to monica.padilla@svcleanenergy.org for signature 2025-08-26 - 9:52:02 PM GMT Email viewed by monica.padilla@svcleanenergy.org 2025-08-26 - 9:52:10 PM GMT- IP address: 13.222.56.196 Signer monica.padilla@svcleanenergy.org entered name at signing as Monica Padilla 2025-09-02 - 5:00:43 PM GMT- IP address: 170.85.154.113 Document e-signed by Monica Padilla (monica.padilla@svcleanenergy.org) Signature Date: 2025-09-02 - 5:00:45 PM GMT - Time Source: server- IP address: 170.85.154.113 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-09-02 - 5:00:49 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-09-02 - 5:01:05 PM GMT- IP address: 44.212.26.94 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-09-02 - 5:06:45 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2025-09-02 - 5:06:49 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2025-09-02 - 5:07:01 PM GMT- IP address: 54.81.132.24 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-09-02 - 6:11:42 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-09-02 - 6:11:47 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-09-02 - 6:11:57 PM GMT- IP address: 3.236.183.216 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-09-02 - 8:38:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-09-02 - 8:38:35 PM GMT