Loading...
HomeMy WebLinkAbout25-030 ASG Agreement_Amendment #2 dated 3-3-26 for Modernization of Broadcast TV & Community Hall Integration - signedSECOND AMENDMENT TO AGREEMENT 25-030 BETWEEN THE CITY OF CUPERTINO AND ADVANCED SYSTEMS GROUP, LLC., FOR DESIGN & IMPLEMENTATION FOR MODERNIZATION OF BROADCAST TV & COMMUNITY HALL INTEGRATION This Second Amendment to Agreement 25-030 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Advanced Systems group, LLC., a corporation (“Contractor”) whose address is 1226 Powell Street, Emeryville, CA 94608, and is made with reference to the following: RECITALS: A. On March 5, 2025, Agreement 25-030 (“Agreement”) was entered into by and between City and Contractor for Design & Implementation for Modernization of Broadcast TV & Community Hall Integration. B. On November 6, 2025, First Amendment to Agreement 25-030 (“Agreement”) was entered into by and between City and Contractor for Design & Implementation for Modernization of Broadcast TV & Community Hall Integration. C. The Original Agreement and First Amendment are collectively referred to as the “Agreement” unless otherwise indicated. D. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TIME OF PERFORMANCE 1. Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on October 30, 2026 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by October 30, 2026. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. COMPENSATION 2. Paragraph 4 of the Agreement is modified to read as follows: 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $1,335,000 (“Contract Price”). The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO ADVANCED SYSTEMS GROUP, LLC. By By Title Title Date Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: Acting City Clerk Date EXPENDITURE DISTRIBUTION ITEM AMOUNT Base Agreement $1,100,000 First Amendment $ 110,000 Second Amendment $ 125,000 Total $1,335,000 President 02/25/2026 CTO 03/02/2026 Lauren Sapudar 03/03/2026 Exh. D-Insurance Requirements for Professional Consultant Contracts 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. Ξ 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). EXHIBIT D1 Insurance Requirements Professional Consultant Contracts Exh. D-Insurance Requirements for Professional Consultant Contracts 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. Exh. D-Insurance Requirements for Professional Consultant Contracts 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. 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 ACORD 0025 2016-03 Acroform 01/29/2026 Newfront Insurance Services, LLC 777 Mariners Island Blvd Suite 250 San Mateo CA 94404 Certificate Department (415) 754-3635 certs@newfront.com Advanced Systems Group, LLC dba Advanced One Low Voltage 1226 Powell St Oakland CA 94608 The Hanover Insurance Company 22292 Allmerica Financial Benefit Insurance Company 41840 The Hanover American Insurance Company 36064 Travelers Excess and Surplus Lines Company 29696 A X X ZHF M248577 00 01/01/2026 01/01/2027 1,000,000 100,000 10,000 1,000,000 2,000,000 2,000,000 B X X AHF M240042 00 01/01/2026 01/01/2027 1,000,000 A UHF M248582 00 01/01/2026 01/01/2027 8,000,000 8,000,000 C X WZF M240073 00 01/01/2026 01/01/2027 1,000,000 1,000,000 1,000,000 D Errors and Omissions Claims-made CRT-108248155-00 01/01/2026 01/01/2027 Each Claim $2,000,000 General Aggregate $4,000,000 The City of Cupertino, Its City Council, Officers, Officials, Employees, Agents, Servants and Volunteers are included as an additional insureds as required by a written contract with respect to General Liability and Auto Liability. Coverage is Primary and Non-Contributory. Waiver of subrogation applies in favor of the additional insureds with respect to General Liability, Auto Liability and Workers Compensation. 30 days notice of cancellation applies per the attached and policy provisions with respect to General Liability, Auto Liability and Workers Compensation. The City of Cupertino 10300 Torre Ave Cupertino CA 95014 14.AUTO LOAN PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit provision:Of Insurance When a "loss" results in a total loss to a covered auto you own for which a Loss Payee is designated in this policy, the most we will pay for "loss" in any one "accident" is the greater of: 1. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2. The outstanding balance of the initial loan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, interest , any charges for early termination of the loan, costs for Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15.AUTO LEASE PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit provision:Of Insurance If, because of damage, destruction or theft of a covered "auto", which is a long-term leased "auto", the lease agreement between you and the lessor is terminated, "we" will pay the difference between the amount paid under paragraph C. LIMIT OF . or . and the amount dueINSURANCE 1 2 at the time of "loss" under the terms of the lease agreement applicable to the leased "auto" which you are required to pay: less any fees to dispose of the auto; any overdue payments; financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan; and carry over balances from previous leases. This coverage applies only to the initial lease for the covered "auto" which has not previously been leased. This coverage is excess over all other collectible insurance. SECTION IV - CONDITIONS 16.DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of :Accident, Claim, Suit Or Loss d. Knowledge of any "accident", claim, "suit" or "loss" will be deemed knowledge by you when notice of such "accident", claim, "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; or (3) An executive officer or insurance manager if you are a corporation. 17.BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV - BUSINESS AUTO CONDITIONS, A. is replaced by theLoss Conditions following: Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97)6of7Page 6 of 7 Policy Number: AHF M240042 00 5.Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the execution of an "insured contract", written agreement, or permit, prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them. 18.UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The following is added to SECTION IV BUSINESS AUTO CONDITIONS. B. , paragraphGeneral Conditions 2. :Concealment, Misrepresentation Or Fraud Your unintentional error in disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. AHFM240042 5701751 19.HIRED AUTO - WORLDWIDE COVERAGE The following is added to SECTION IV - Business Auto Conditions, B. General , paragraphConditions 7. Policy Period, provision:Coverage Territory e. Outside the coverage territory described in a., b., c., and d. above for an "accident" or "loss" resulting from the use of a covered "auto" you hire, without a driver, or your employee hires without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, provided the suit is brought within The United States of America or its territories or possessions. SECTION V - DEFINITIONS 20.MENTAL ANGUISH Paragraph C. "Bodily injury", SECTION V - is replaced by the following:DEFINITIONS C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97)7of7Page 7 of 7 014752 0285 of 0456 11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 WZFM240073 5701751 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable ot enforce ourfor an injury covered by this policy. We will n ent that you performright against the person or organization named in the Schedule. (This agreement applies only to the ext work under a written contract that requires you to obtain this agreement from us.) dintheworkYou must maintain payroll records accurately segregating the remuneration of your employees while engage described in the Schedule. 2KKKKKThe additional premium for this endorsement shall be % of the California workers’ compensation premium otherwise due on such remuneration. Schedule Person or Organization APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOS FOR WC POLICYHOLDER EMPLOYEES. Job Description n the date issued unless otherwise stated.This endorsement changes the policy to which it is attached and is effective o nt to preparation of the policy.)(The information below is required only when this endorsement is issued subseque Endorsement Effective Policy No. Endorsement No.WZF-M240073-00 Insured Insurance Company THE HANOVER AMERICAN INSURANCE COMPANY Countersigned By WC 04 03 06 (Ed 04-84) 004234 0227 of 0306 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause lncluded 8. Medical Payments Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. ZHF M248577 00 5701751 014860 0393 of 0456 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the wh of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured Primary and Non- Contributory The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. ZHF M248577 00 5701751 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I COVERAGE A BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contrac or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V DEFINITIONS, Definition 3. by the following: 3. bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. includes mental anguish or other mental injury resulting from 5. Broad Form Property Damage Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I COVERAGES, COVERAGE A BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: ZHF M248577 00 5701751 014861 0394 of 0456 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments Extended Reporting Period a. SECTION I COVERAGES, COVERAGE C MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 10. Non-Owned Watercraft SECTION I COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. ZHF M248577 00 5701751 AHFM240042 5701751 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART The following is added toA. SECTION II - ParagraphLIABILITY COVERAGE, A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, such person or organization is an "insured"; but only to the extent that such person or organization qualifies as an "insured" under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, the most we will pay on behalf of such additional "insured" is the lesser of: The Limits of Insurance for liability coverage(1) specified in the written contract, written agreement or written permit; or The Limits of Insurance for Liability(2) Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional "insured" under ParagraphSECTION II - LIABILITY COVERAGE, subparagraphA.1. Who Is An Insured, isAdditional Insured if Required by Contract primary and non-contributory, the following applies: CoverageThe liability coverage provided by this Part is primary to any other insurance available to the additional "insured" as a Named Insured. We will not seek contribution from any other insurance available to the additional "insured" except: For the sole negligence of the additional(1) "insured"; or ownership,For negligence arising out of the(2) maintenance or use of any "auto" not owned by the additional "insured" or by you, unless that "auto" is a "trailer" connected to an "auto" owned by the additional "insured" or by you; or When the additional "insured" is also an(3) additional "insured" under another liability policy. theThis endorsement will apply only ifC. "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. The following is added toB. SECTION IV - ParagraphBUSINESS AUTO CONDITIONS, B. subparagraphGeneral Conditions, 5. Other Insurance: "accident" occurs: During the policy period;1. Subsequent to the execution of the written2. contract or written agreement or the issuance of the written permit; and Prior to the expiration of the period of time3. that the written contract, written agreement or written permit requires such insurance to be provided to the additional "insured". Coverage provided to an additional "insured"D. will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Includes copyrighted material of ISO Insurance Services Office, Inc., with its p461-0478 12 12 ermission Page 1 of 1 014760 0293 of 0456 Second Amendment to ASG Agreement, for Modernization of Broadcast TV & Community Hall Integration Final Audit Report 2026-03-03 Created:2026-02-25 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAs0TRkxD-buDyAbgNKG0Of58hSALrDCRN "Second Amendment to ASG Agreement, for Modernization of B roadcast TV & Community Hall Integration" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-02-25 - 9:19:02 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2026-02-25 - 9:26:58 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2026-02-25 - 9:27:08 PM GMT- IP address: 3.237.15.148 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-02-25 - 9:29:19 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to aracelia@cupertino.org for approval 2026-02-25 - 9:29:21 PM GMT Email viewed by aracelia@cupertino.org 2026-02-25 - 9:29:28 PM GMT- IP address: 100.48.53.183 Document approval delegated to Araceli Alejandre (AraceliA@cupertino.gov) by aracelia@cupertino.org 2026-02-25 - 11:35:03 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (AraceliA@cupertino.gov) Approval Date: 2026-02-25 - 11:38:17 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Dave Van Hoy (dvh@asgllc.com) for signature 2026-02-25 - 11:38:18 PM GMT Email viewed by Dave Van Hoy (dvh@asgllc.com) 2026-02-26 - 0:22:25 AM GMT- IP address: 71.202.14.79 Document e-signed by Dave Van Hoy (dvh@asgllc.com) Signature Date: 2026-02-26 - 0:23:52 AM GMT - Time Source: server- IP address: 71.202.14.79 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2026-02-26 - 0:23:54 AM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2026-02-26 - 0:24:01 AM GMT- IP address: 3.237.15.148 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2026-03-03 - 6:14:20 AM GMT - Time Source: server- IP address: 98.33.114.31 Document emailed to terig@cupertino.org for signature 2026-03-03 - 6:14:23 AM GMT Email viewed by terig@cupertino.org 2026-03-03 - 6:14:31 AM GMT- IP address: 100.54.89.112 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-03-03 - 6:33:20 AM GMT- IP address: 73.71.247.175 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-03-03 - 6:33:22 AM GMT - Time Source: server- IP address: 73.71.247.175 Document emailed to Lauren Sapudar (laurens@cupertino.org) for signature 2026-03-03 - 6:33:25 AM GMT Email viewed by Lauren Sapudar (laurens@cupertino.org) 2026-03-03 - 6:33:33 AM GMT- IP address: 18.232.139.128 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-03-03 - 4:16:03 PM GMT - Time Source: server- IP address: 69.149.42.28 Agreement completed. 2026-03-03 - 4:16:03 PM GMT