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26-024 Carneghi-Nakasako & Associates for Appraisal to Establish Parkland In-Lieu Fee
CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTIN O 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and Carneghi-Nakasako & Associates ("Contractor"), a Corporation for Appraisal to Establish Parkland In -Lieu Fee, and is effective on the last date signed below ("Effective Date"). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor's duties and services under this agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2026 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Appraisal to Establish Parkland In -Lieu Fee Page 1 of 9 Professional/Consulting Contracts /Version: March 2025 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $15,000.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 51 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation, or other benefits from the City. 52 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 54 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Appraisal to Establish Parkland In -Lieu Fee Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney's fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third -party without prior written approval of City. 71 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7A Re -Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub -contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 75 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single -sided original. Appraisal to Establish Parkland In -Lieu Fee Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City's final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance Appraisal to Establish Parkland In -Lieu Fee Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 of Contractor or its subcontractors or sub -subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third parry. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third -party claim. At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. Appraisal to Establish Parkland In -Lieu Fee Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired -Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti -discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub -contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Jenn Chu as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Brad Carneghi as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre -approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Appraisal to Establish Parkland In -Lieu Fee Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. ��0IG3 3LNU►lIft 1I\INWA0 4 ►l110WXl 1 1 all Y 06 This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross -complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing parry will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Parry's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. Appraisal to Establish Parkland In -Lieu Fee Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Jenn Chu Email: jennc@cupertino.org 27. EXECUTION To Contractor: Carneghi-Nakasako & Associates 1550 The Alameda, Suite 210 San Jose, CA 95126 Attention: Brad Carneghi Email: brad@cnaappraisal.com The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Appraisal to Establish Parkland In -Lieu Fee Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By 7, Name Chad Mosley Title Director of Public Works Date Mar 2, 2O26 APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: LAURENSAPUDAR Acting City Clerk Date Mar 2, 2026 Appraisal to Establish Parkland In -Lieu Fee CONTRACTOR Name Bradley Carneghi Title President Date Feb 237 2026 Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 CITY OF 19 CUPERTINO PUBLIC WORKS DEPARTMENT CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3354 • FAX: (408) 777-3333 CUPERTINO.ORG Exhibits A, B, & C Scope of Work, Schedule, & Compensation - 2026 Annual Park Fee Evaluation Report The City of Cupertino intends to use the appraisal as an aid in establishing the parkland in -lieu fee. The City of Cupertino will be the intended user. The subject of the appraisal will not be any specific property in terms of use, location, size, or development potential. Rather, the appraisal will reflect the current market value of three hypothetical, typically sized, development sites in Cupertino. The appraisal will provide the current market value for: 1) a typical residential development site; • 2) a typical commercial development site (commercial land to include any parcels not zoned residential, inclusive of mixed -use and industrial sales); and 3) a general development site that is comprehensive and inclusive of all Cupertino land types. Date of appraised value will be January 1, 2026. Comparables will include sales from January 1, 2023, through December 31, 2025, and appropriate "time/market conditions" adjustments will be utilized. The search for comparable sales will emphasize development sites located within the City of Cupertino, but may, where appropriate, include relevant sales from adjacent and/or nearby Cities. "Tear downs" and other improved sites wherein the improvement contribution to the selling price was minimal will be included. City to provide a list of issued demolition permits to substantiate these sales/conclusions. The report will be completed by April 1, 2026. The fee for the appraisal is $15,000.00. EXHIBIT D Insurance Requirements Professional Consultant Contracts 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. X 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). Exh. D-Insurance Requirements for Professional Consultant Contracts 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. O 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 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. Exh. D-Insurance Requirements for Professional Consultant Contracts Version: May 2025 DATE (MMIDDIYYYY) AcoR" CERTIFICATE OF LIABILITY INSURANCEF�� 01/23/2026 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kim Stroman NAME: Roger Larson PHONEN.. 925-415-5097 FAX, NI: 925-465-5191 8690 Sierra College Blvd E-MAIL kstroman twf .com g ADDRESS: @ g Ste 160-319 INSURERS AFFORDING COVERAGE NAIC Granite Bay CA 95661 INSURER A: California General Underwriters Insurance Co. 16810 INSURED INSURERS: Technology Insurance Company, Inc. 42376 Carneghi-Nakasako and Associates INSURER C: 1550 The Alameda INSURER D : _ Ste 210 INSURER E : San Jose CA 95126 INSURER F : COVERAGES CERTIFICATE NUMBER: CARN26012317183804 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR POLICY NUMBER MMIDD!YYYY MMlDD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE OCCUR $ 500,000 DAMAGE TO RENTED PREMISES Ea occurrence MED EXP Any one person $ 5,000 PERSONAL BADV INJURY $ 2,000,000 A Y Y CACM0000024535 04/20/2025 04/20/2026 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY ❑ PRO - POLICY L] LOG PRODUCTS -COMPIDPAGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY LIMIT (Ea COMBINED accident) $ $2 000 0000 BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y CACM0000024535 04/20/2025 04/20/2026 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED - RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED? ❑Y (Mandatory in NH) NIA TWP4660364 09/28/2025 09/28/2026 STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 $ 1,000,000 E.L. DISEASE - EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below $ 1,000,000 E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS 1 LOCATIONS ! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insured Deductibles: Commercial General Liability - 0.00, Automobile Liability Deductible - 0.00, Workers Compensation - 0.00 30 days' notice of cancellation, 10 days for non-payment CERTIFICATE HOLDER CANCELLATION The City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHpRIZJREPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD Named Insured: CARNEGHI-NAKASAKO & ASSOCIATES BUSINESSOWNERS Policy Number: CACM0000024535 Effective Date: 04/20/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Persons Or Or anization s : Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Liability is amended as follows: A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement applicable Limits Of Declarations. shall not increase the Insurance shown in the BP 04 48 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/28/2025 Policy No. TWP4660364 Endorsement No. 0 Insured CARNEGHI-NAKASAKO & ASSOCIATES Premium $ 532 Insurance Company Technology Insurance Company, Inc. Countersigned by WC 04 03 06 (Ed. 04-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 06 01 B (Ed. 01-22) CALIFORNIA CANCELATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Material failure to comply with federal or state safety orders or written recommendations of our designated loss control representatives; h. The occurrence of a material change in the ownership of your business; i. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; j. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; k. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancelation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Items (g) through (k), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. If we mail the notice to you, the stated periods of notice and your right to remedy the condition will be extended by 5 days if the place of mailing and your mailing address is within California, 10 days if the place of mailing or your mailing address is outside of California and 20 days if the place of mailing or your mailing address is outside of the United States. 5. The policy period will end on the day and hour stated in the cancelation notice. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/28/2025 Policy No. TWP4660364 Endorsement No. 0 Insured CARNEGHI-NAKASAKO & ASSOCIATES Premium $ 532 Insurance Company Technology Insurance Company, Inc. Countersigned by WC 04 06 01 B (Ed. 01-22) BUSINESSOWNERS BP 00 03 07 13 (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. SECTION III —COMMON POLICY CONDITIONS (APPLICABLE TO SECTION I — PROPERTY AND SECTION II — LIABILITY) A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. Five days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this policy: (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) Seasonal unoccupancy; or (b) Buildings in the course of construction, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2) After damage by a Covered Cause of Loss, permanent repairs to the building: (a) Have not started; and (b) Have not been contracted for; within 30 days of initial payment of loss. (3) The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; or (c) Been declared unsafe by governmental authority. (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. (5) Failure to: (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b) Pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b. 10 days before the effective date of cancellation if we cancel for nonpayment of premium. c. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured Copyright 2019 Mercury Insurance Services, LLC. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 63 BUSINESSOWNERS BP 00 03 07 13 cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Concealment, Misrepresentation Or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceals or misrepresents a material fact concerning: 1. This policy; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this policy. D. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. E. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe and healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. F. Insurance Under Two Or More Coverages If two or more of this policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Otherinsurance 1. If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Insurance of Section I — Property. Copyright 2019 Mercury Insurance Services, LLC. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 64 BUSINESSOWNERS MC BOP SB BROADEND 0719 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MERCURY SMALL BUSINESS BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE This endorsement broadens coverage. The following list is a general coverage description only. Limitations and exclusions, and other terms found in the Policy and applicable endorsements apply to these coverages. Read all the PROVISIONS of the policy and endorsement to determine rights, duties and what is and is not. In the event you have purchased a coverage that duplicates any coverage under this form and any other form or endorsement from us, you may only recover under the one coverage that provides you with the highest limit that applies under one coverage. PROPERTY COVERAGES I. Additional Coverage: Brands and Labels Up To Business Personal Property Limit II. Additional Coverage: Business Income From Dependent Property Increase to $50,000 III. Additional Coverage: Claims Data Expense of $10,000 IV. Additional Coverage: Computer Fraud $5,000 V. Additional Coverage: Contract Penalty $1,000 VI. Additional Coverage: Credit Card Slips $10,000 VII. Additional Coverage: Debris Removal Increase to $40,000 VIII. Additional Coverage: Electronic Data: Increase to $25,000 IX. Additional Coverage: Extended Business Income: Increase coverage period to 120 days X. Additional Coverage: Fine Arts $10,000 XI. Additional Coverage: Fire Department Service Charge Increase to $5,000 XII. Additional Coverage: Forgery And Alteration $10,000 XIII. Additional Coverage: Laptop Computers — Worldwide Coverage $5,000 XIV. Additional Coverage: Lost Key Consequential Loss $5,000 XV. Additional Coverage: Pollutant Clean Up and Removal Increase to $25,000 XVI. Additional Coverage: Reward Coverage $10,000 XVII. Additional Coverage: Salespersons' Samples $1,000 XVIII. Additional Coverage: Tenant Glass $1,000/plate and $10,000/occurrence XIX. Additional Coverage: Unauthorized Business Card Use: $5,000 XX. Coverage Extension: Covered Leasehold Interest — Undamaged Improvements and Betterments $10,000 XXI. Coverage Extension: Limited Building and Business Personal Property Coverage — Tenant Obligation $20,000 XXII. Coverage Extension: Loss Payment on Merchandise Sold $25,000 XXIII. Coverage Extension: Newly Acquired Or Constructed Property: Increase Building Coverage $S00,000 XXIV. Coverage Extension: Newly Acquired Or Constructed Property: Business Income Coverage And Extra Expense $250,000 MC BOP SB BROADEND 0719 Page 1 of 14 XXV. Coverage Extension: Newly Acquired Or Constructed Property: Increase Business Personal Property =_ Coverage $250,000 XXVI. Coverage Extension: Outdoor Property: Increase limit to $20,000 with $1,000 per tree, shrub or —_ plant XXVII. Coverage Extension: Personal Effects $25,000 —_ LIABILITY COVERAGES I. Aircraft Chartered with Crew II. Blanket Additional Insured — By Contract With Primary and Noncontributory Clause III. Blanket Waiver of Subrogation IV. Damage to Premises Rented To You Extension V. Delivery Errors and Omissions Coverage VI. Extension of Coverage— Bodily Injury VII. Incidental Medical Malpractice VIII. Increased Supplementary Payments • Cost for bail bonds increased to $1,000 • Loss of earnings increased to $500 per day IX. Injury to Co -Employees o X. Knowledge and Notice of Occurrence or Offense XI. Reasonable Force — Bodily Injury or Property Damage N COMMON POLICY CONDITIONS I. Limitation to Purchased Coverage II. Primary And Noncontributory — Other Insurance Condition III. Unintentional Omission PROVISIONS PROPERTY COVERAGES 1. Brands and Labels The following Additional Coverage is added to Part A.5. (Section 1— Property): Brands and Labels If branded or labeled merchandise that is Covered Property is damaged by a Covered Cause of Loss, we may take all or part of the property at an agreed or appraised value. If we exercise our option, you may: (1) Stamp the word "Salvage" on the merchandise or its containers, if the stamp will not physically damage the merchandise; or (2) Remove the brands and labels, if doing so will not physically damage the merchandise or its containers to be in compliance with applicable law. We will pay reasonable costs you incur to perform the activity described in Paragraphs (1) and (2) above. We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the deductible shown in the Declarations. The most we will pay for these costs and the value of the damaged property under this Additional Coverage is the same as the Business Personal Property coverage limit. MC BOP SB BROADEND 0719 Page 2 of 14 II. Business Income From Dependent Properties The last paragraph in Part A.S.m.(1). (Section I — Property) is replaced with: The most we will pay under this Additional Coverage is $50,000 unless a higher Limit Of Insurance is indicated in the Declarations. III. Claims Data Expense The following Additional Coverage is added to Part A.S. (Section I — Property): Claims Data Expense (1) We will pay the reasonable expenses you incur in preparing claim data when we require such data to show the extent of loss. This includes the cost of taking inventories, making appraisals, preparing income statements, and preparing other documentation. (2) Under this Additional Coverage, we will not pay for: (a) Any expenses incurred, directed, or billed by or payable to attorneys, insurance adjusters or their associates or subsidiaries; or (b) Any expenses incurred, directed, or billed by or payable to insurance brokers or agents, or their associates or subsidiaries, without our written consent prior to such expenses being incurred. (3) We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the deductible shown in the Declarations. The most we will pay for preparation of claim data under this Additional Coverage in any one occurrence is $10,000 regardless of the number of premises involved. IV. Computer Fraud The following Additional Coverage is added to Part A.S. (Section 1— Property): Computer Fraud (1) When a Limit Of Insurance is shown in the Declarations for Business Personal Property at the Described Premises, you may extend that insurance to apply to loss of or damage to Business Personal Property resulting directly from the use of any "computer" to fraudulently cause a transfer of that property from inside the building at the Described Premises or "banking premises": (a) To a person (other than a "messenger") outside those premises. "Messenger" is defined as you, any of your partners, officers, shareholders or any employee who is duly authorized by you to have care and custody of the property outside the premises; or (b) To a place outside those premises. (2) We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the deductible. The most we will pay under this Coverage in any one occurrence is $5,000, regardless of the number of premises involved. V. Contract Penalty The following Additional Coverage is added to Part A.S. (Section 1— Property): Contract Penalty (1) We will pay contract penalties you incur as a result of your failure to deliver your products or services within the time required underthe terms of a written contract. This coverage only applies if the failure is solely due to direct physical loss of or damage to property at the Described Premises caused by or resulting from a Covered Cause of Loss. (2) The most we will pay under this Additional Coverage is $1,000 for the sum of all covered contract penalties arising out of all Covered Causes of Loss occurring during each separate 12 month period of this policy beginning with the effective date of this endorsement. MC BOP SB BROADEND 07 19 Page 3 of 14 VI. Credit Card Slips The following Additional Coverage is added to Part A.S. (Section I — Property): Credit Card Slips We will pay for amounts you are unable to collect due to loss of or damage to credit card slips while located at the Described Premises as the result of a Covered Cause of Loss. The amount of the loss will be determined as follows: (1) If you have been in business for more than twelve months at the location of the loss, one -thirtieth (1/30) of the average monthly amount of credit card slips will be considered as average daily credit card slips for that location. The twelve months immediately preceding the discovery of the loss will be used to determine the average monthly amount. (2) If you have been in business for less than twelve months at the location of the loss, the average daily credit card slips shall be one -thirtieth (1/30) of the average monthly amount of credit card slips forthe number of months you have been in business at that location. (3) The average daily credit card slips will be multiplied by the number of days for which slips are lost to determine the amount of the loss subject to the maximum limit indicated below. The most we will pay as a result of loss or damage to credit card slips under this Additional Coverage during each policy period is $10,000 at each Described Premises. m VII. Debris Removal (1) The first paragraph of Part A.S.a.(4). (Section I — Property) is replaced with: N (4) We will pay up to an additional $40,000 for debris removal expense, for each location, in any one occurrence of physical loss or damage to Covered Property, if one or both of the following circumstances apply: (2) The last paragraph of Part A.S.a.(4) under Section I — Property is replaced with: Therefore, if Paragraphs (4)(a) and/or (4)(b) apply, our total payment for direct physical loss or damage and debris removal expense may reach but will never exceed the Limit Of Insurance on the Covered Property that has sustained loss or damage, plus $40,000. (3) Example 2 of Part A.S.a.(S) under Section I — Property is replaced with: Example 2 Limit Of Insurance $90,000 Amount of Deductible $500 Amount of Loss $80,000 Amount of Loss Payable $79,500 ($80,000-$500) Debris Removal Expense $55,000 Debris Removal Expense Payable Basic Amount $10,500 Additional Amount $40,000 The basic amount payable for debris removal expense under the terms of Paragraph (3) is calculated as follows: $80,000 ($79,500 + $500) X .25= $20,000; capped at $10,500). The cap applies because the sum of the loss payable ($79,500) and the basic amount payable for debris removal expense ($10,500) cannot exceed the Limit Of Insurance ($90,000). The additional amount payable for debris removal expense is provided in accordance with the terms of Paragraph (4), because the debris removal expense ($55,000) exceeds 25% of the loss payable plus the deductible ($45,000 is 68.75% of $80,000), and because the sum of the loss payable and debris removal expense ($79,500 + $55,000 = $134,500) would exceed the Limit Of MC BOP SB BROADEND 0719 Page 4 of 14 Insurance ($90,000). The additional amount of covered debris removal expense is $40,000 covered under Paragraph (4). Thus the total payable for debris removal expense in the example is $50,500; $4,500 of the debris removal expense is not covered. Vill. Electronic Data Part A.S.p.(3). (Section I — Property) is replaced with: (3) The most we will pay under this Additional Coverage — Electronic data for all loss or damage sustained in any one policy year, regardless of the number of occurrences of loss or damage or the number of premises, locations or computer systems involves, is $25,000, unless a higher Limit Of Insurance is shown in the Declarations. If loss payment on the first occurrence does not exhaust the amount, then the balance is available for subsequent loss or damage sustained in, but not after, that policy year. With respect to an occurrence which begins in one policy year and continues or results in additional loss or damage in a subsequent policy year(s), all loss or damage is deemed to be sustained in the policy year in which the occurrence began. IX. Extended Business Income Part A.S.f (2).(a).(ii).ii. (Section 1— Property) is replaced with: ii. 120 consecutive days after the date determined in Paragraph (a)(i) above, unless a greater number of consecutive days is shown in the Declarations. X. Fine Arts The following Additional Coverage is added to Part A.S. (Section I — Property): Fine Arts 1. We will pay for direct physical loss of or damage to Fine Arts, whether owned by: a. You; or b. Others and in your care, custody or control. 2. Fine arts includes, but is not limited to, antiques, paintings, etchings, drawings, tapestries, sculptures and fragile property such as porcelains, china and marble. 3. The most we will pay for loss in any one occurrence under this Additional Coverage is $10,000 at each Described Premises. Our payment for loss of or damage to personal property of others will only be for the account of the owner of the property. The amount payable under this Additional Coverage is additional insurance over the insurance available for Business Personal Property. 4. The value of fine arts will be the least of the following amounts: a. The actual cash value of that property at the time of loss; b. The cost of reasonably restoring that property to its condition immediately before loss; or c. The cost of replacing that property with substantially identical property. 5. In the event of loss, the value of property will be determined as of the time of loss. The following are added to Paragraph E. Property loss Conditions under Section I — Property: 1. In case of loss to any part of a pair or set we will: a. Repair or replace any part to restore the pair or set to its value before the loss; or b. Pay the difference between the value of the pair or set before and after the loss. 2. You must arrange for fine arts to be packed and unpacked by competent packers. XI. Fire Department Service Charge First paragraph of Part A.S.c.(Section 1— Property) is replaced with: MC BOP SB BROADEND 07 19 Page 5 of 14 When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $5,000, unless a different limit is shown in the Declarations, for your liability for fire department service charges: XII. Forgery And Alteration Part A.S.k (4) (Section I — Property) is replaced with: The most we will pay for any loss, including legal expenses, under this Additional Coverage is $10,000 unless a higher Limit Of Insurance is shown in the Declarations. XIII. laptop Computers— Worldwide Coverage The following Additional Coverage is added to Part A.S. (Section I — Property): Laptop Computers — Worldwide Coverage (1) We will pay up to $5,000 in any one occurrence as a Limit Of Insurance to apply to laptop, palmtop and similar portable computer equipment, personal digital assistants (PDAs), and accessories owned by you anywhere in the world, including while in transit. This Limit Of Insurance is in addition to any other Limit Of Insurance that may be provided by this policy for this coverage. (2) We will not pay for direct physical loss or physical damage caused by, resulting from, arising out 0 of the theft of this property which is in transit as checked baggage. N m 7 XIV. Lost Key Consequential Loss N The following Additional Coverage is added to Part A.S. (Section I — Property): Lost Key Consequential Loss (1) We will pay for consequential loss to keys and locks if a master or grand master key is lost or damaged from a Covered Cause of Loss. We will pay for: (a) The actual cost of keys, and (b) Adjustment of locks to accept new keys; or (c) If required, new locks including cost of their installation. (2) Loss or damage must be caused by or result from a Covered Cause of Loss including mysterious disappearance. (3) The most we will pay for loss or damage under this Additional Coverage is $5,000 at each Described Premises. We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the deductible. XV. Pollutant Clean Up and Removal The last paragraph under Part A.S.h.(Section I — Property) is replaced with: The most we will pay for each location under this Additional Coverage is $25,000 for the sum of all such expenses arising out of Covered Cause of Loss occurring during each separate 12 month period of this policy. XVI. Reward Coverage The following Additional Coverage is added to Part A.S. (Section I — Property): Reward Coverage We will reimburse you for rewards you have paid leading to: (1) The successful return of undamaged stolen articles to a law enforcement agency; or (2) The arrest and conviction of any persons who commits arson with respect to any property covered by this policy. We will pay up to 10 percent of the amount of the covered loss or $10,000, whichever is less. No matter how many persons provide information or how many persons are convicted, our liability under MC BOP SB BROADEND 07 19 Page 6 of 14 XXI. Coverage Extension: Limited Building and Business Personal Property Coverage —Tenant Obligation The following Coverage Extension is added to Part A.6. (Section I — Property): Limited Building Coverage —Tenant Obligation (1) If (a) You are a tenant; (b) A Limit Of Insurance is shown in the Declarations for Business Personal Property; and (c) You are contractually obligated to insure for direct physical loss of or physical damage to Building and Business Personal Property at the premises which you occupy as a tenant. This includes building, fixtures, machinery and equipment; At the Described Premises, you may extend that insurance to apply to direct physical loss of or damage to that part of a building you occupy as a tenant caused by or resulting from a Covered Cause of Loss other than "theft" or attempted "theft". (2) This Coverage Extension does not apply to an otherwise covered: (a) Building glass; or (b) Tenants improvements and betterments as described in Part A.1.b.(3) under Section I — Property (3) The most we will pay under this Coverage Extension in any one occurrence is $20,000 at each Described Premises. N O V O XXII. Coverage Extension: loss Payment on Merchandise Sold N The following Coverage Extension is added to Part A.6. (Section I — Property): Subject to the Limit of Insurance, Business Personal Property coverage is extended to cover loss of or damage to merchandise that you have sold but not yet delivered. The basis of the valuation of such merchandise shall be the price paid by the customer to the insured, not to exceed the amount for which the insured is legally liable. The Limit Of Insurance for this Coverage Extension is an aggregate of $25,000 per policy period. XXIII. Coverage Extension: Newly Acquired Or Constructed Property: Increase Building Coverage The last paragraph of Part A.6.a.(1) (Section I — Property) Newly Acquired Or Constructed Property is replaced with: The most we will pay for loss or damage under this Extension is $500,000 at each building to which this applies. XXIV. Coverage Extension: Newly Acquired Or Constructed Property: Business Income Coverage and Extra Expense The following Coverage Extension is added to Part A.6.a (Section I — Property) Newly Acquired Or Constructed Property: You may extend the insurance that applies to Business Income and Extra Expense to apply to newly acquired or constructed locations. The most we will pay for loss of business income under this Coverage Extension is $250,000 at each building to which this applies. XXV. Coverage Extension: Newly Acquired Or Constructed Property: Increase Business Personal Property Coverage The last paragraph of Part A.6.a.(2)(Section I — Property) Newly Acquired Or Constructed Property is replaced with: The most we will pay for loss or damage under this Coverage Extension is $250,000 at each building to which this applies. MC BOP SB BROADEND 0719 Page 8 of 14 this coverage will not be increased. We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the deductible. XVII. Salespersons' Samples The following Additional Coverage is added to Part A.S. (Section I — Property): Salespersons' Samples We will pay up to $1,000 in any one occurrence as an additional Limit Of Insurance to extended Business Personal Property to cover: (a) Samples of your stock in trade (including containers); and (b) Similar property of others; but only while such property is in: (a) Your custody while acting as a sales representative; or (b) In the custody of your sales representative(s) or agent(s). XVIII. Tenant Glass Part A. 1, b. (5). (Section I — Property) with respect to Exterior building glass is replaced with the following: If you are a tenant and no Limit Of Insurance is shown in the Declarations for Building property. Covered glass must be owned by you or in your care, custody or control. The most we will pay for loss or damage is $1,000 per plate and $10,000 for all plates in any one occurrence. Tenant glass coverage provided under this Endorsement is subject to a deductible of $100 if no other deductible applies. XIX. Unauthorized Business Card Use The following Additional Coverage is added to Part A.S. (Section I — Property): Unauthorized Business Card Use We will pay for your loss of "money" or charges and costs you incur that result directly from the unauthorized use of credit, debit or charge cards issued in your business name, including: (1) Fund transfer cards; (2) Charge plates; or (3) Telephone cards. The most we will pay under this Additional Coverage in any one occurrence is $5,000. XX. Covered Leasehold Interest — Undamaged Improvements and Betterments The following Additional Coverage is added to Part A.S. (Section I — Property): Covered Leasehold Interest — Undamaged Improvements and Betterments (1) When a Limit Of Insurance is shown in the Declarations for Business Personal Property at the Described Premises, you may extend that insurance to apply to your interest as tenant in improvements and betterments, as defined in Section A.1.b.(3) of this Coverage Form, which are not damaged or destroyed, but which you lose due to the cancellation of your lease by your landlord. The cancellation of your lease by your landlord must: (a) Result from direct physical loss of or damage to property at the Described Premises where your improvements and betterments are located, caused by or resulting from a Covered Cause of Loss; and (b) Be permitted in accordance with the conditions of your written lease agreement (2) The most we will pay in any one occurrence under this Coverage Extension is: (a) The applicable Business Personal Property Limit Of Insurance; or (b) $10,000; whichever is less. MC BOP SB BROADEND 0719 Page 7 of 14 XXVI. Coverage Extension: Outdoor Property The last paragraph of Part A.6.c.(Section I — Property) Outdoor Property is amended to: The most we will pay for loss or damage under this Coverage Extension is $20,000, but not more than $1,000 for any one tree, shrub or plant. XXVII. Coverage Extension: Personal Effects Part A.6.d.(Section I — Property) Personal Effects is replaced with: You may extend the insurance that applies to Business Personal Property to apply to personal effects owned by you, your officers, your partners or "members", your "managers" or your employees. This extension does not apply to: (1) Tools or equipment; or (2) Loss or damage by theft. The most we will pay for loss or damage under this Coverage Extension is an annual aggregate of $25,000 per policy period at each Described Premises. LIABILITY COVERAGES I. Aircraft Chartered with Crew The following is added to the exceptions contained in the Aircraft, Auto Or Watercraft Exclusion in Part B.1.g. Exclusions applicable To Business Liability Coverage (Section II — Liability): 1. This Provision I does not apply if the chartered aircraft is owned by any insured. 2. The insurance provided by this Provision I shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy, This exclusion does not apply to: Aircraft chartered with crew to any insured. II. Blanket Additional Insured — By Contract With Primary and Noncontributory Clause The following is added to part C.2.Who Is An Insured (Section II — Liability) as to who is also an insured: Any person or organization when you and such person or organization have agreed in writing in a contract, agreement or permit, that such person or organization be added as an Additional Insured on your policyto provide insurance such as is afforded under this Coverage Form but only with respect to the liability of that person or organization arising out of "bodily injury" or "property dam -age" occurring: (1) During ongoing operations performed by you or on your behalf; or (2) 0n premises or facilities owned by used by you; to the extent to which insurance applies under this Coverage Form. A person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises, facilities or ongoing operations ends. This added provision does not apply: (1) Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury" or "property damage"; (2) To the rendering of or failure to render any professional services; or (3) To any person or organization included as an insured by separate endorsement issued by us and made a part of this policy. MC BOP SB BROADEND 0719 Page 9 of 14 (4) To "personal and advertising injury" for which the insured has assumed liability in a contract, agreement or permit. If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the Additional Insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. The primary and non-contributory clause does not apply to other insurance to which the Additional Insured has been added as an Additional Insured. III. Blanket Waiver of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work, or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. IV. Damage to Premises Rented To You Extension (1) The last paragraph of Part B.1. Exclusions applicable To Business Liability Coverage (Section 11— Liability) is replaced with: Exclusions c., d., e., f., g., h., L, k., I., m., n., and o. in Section II — Liability do not apply to damage 0 to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: N a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning, or e. Water. A separate Damage To Premises Rented To You Limit Of Insurance applies to this coverage as described in Paragraph D. Liability And Medical Expenses Limits Of Insurance (Section II — Liability). (2) This insurance does not apply to damage to premises while rented to you, ortemporarily occupied by you with permission of the owner, caused by: (a) Rupture, bursting, or operation of pressure relief devices; (b) Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; (c) Explosion of steam boilers, steam pipes, steam engines, or steam turbines. (3) Part D.3. Liability and Medical Expenses Limits of Insurance (Section 11 — Liability) is replaced with: The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to a premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning, or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning, or water, or any combination of any of these. The Damage To Premises Rented To You coverage limit is the higher of: (a) $500,000; or (b) The amount shown on the Declarations or other amendatory endorsement for Damage To Premises Rented To You Limit. MC BOP SB BROADEND 0719 Page 10 of 14 (4) Under Part F.9.a. of Liability and Medical Expenses Definitions (Section If — Liability), the definition of "Insured contract" is amended to: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage caused by: (i) Fire; (ii) Explosion; (iii) Lightning; (iv) Smoke resulting from such fire, explosion, or lightning; or (v) Water, to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract" (5) This Provision B. does not apply if coverage for Damage To Premises Rented To You under Part A.1. Business Liability (Section 11— Liability) is excluded by endorsement, or no amount is shown on the Declarations or other amendatory endorsements for Damage To Premises Rented To You Limit. V. Delivery Errors and Omissions The following Liability Coverage is added to Section II — Liability: 1. We will pay those sums in excess of $250 that the insured becomes legally obligated to pay as damages because of a failure to deliver or a misdelivery of items you hold for sale by you, any of your "employees" or by a concessionaire trading under your name. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for delivery errors and omissions to which this insurance does not apply. We may, at our discretion, investigate the circumstances of any misdelivery or failure to deliver and settle any claim or "suit" that may result. But: a. We will pay no more than the limit of liability. b. We will not pay for any loss or damage in any one occurrence until the amount of loss or damage exceeds $250; and c. Our right and duty to defend end when we have exhausted the applicable Limit Of Insurance by payment of judgments or settlements under this coverage. 2. This coverage applies only to errors in deliveries that take place, or omissions of such deliveries, that should have taken place in the "coverage territory" during the policy period. 3. This coverage does not apply to: a. Intentional error or intentional misdelivery or failure to deliver "your product". b. "Bodily injury", "property damage" or "personal and advertising injury" c. Discrimination based on a customer's race, color, national origin, religion, gender, marital status, age, sexual orientation or preference, physical or mental condition or residence location. 4. Our limit of liability under this coverage for failure or misdelivery is $10,000 in anyone occurrence. This limit applies separately to each premises described in the Declarations. VI. Extension of Coverage— Bodily Injury Part F.3 Liability And Medical Expenses Definitions (Section 11— Liability) is replaced with: 3. "Bodily Injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. MC BOP SB BROADEND 07 19 Page 11 of 14 VII. Incidental Medical Malpractice 1. The definition of "bodily injury" in F.3. Liability And Medical Expenses Definitions (Section II — Liability) is amended to include "Incidental Medical Malpractice Injury". 2. The following definition is added to F. Liability And Medical Expenses Definitions (Section II — Liability): "Incidental medical malpractice injury" means bodily injury, mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render, the following services: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or c. First aid; or d. "Good Samaritan services". As used in this Provision E., "good Samaritan services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 3. Part C.2.a.(1).(d). of Who Is An Insured (Section II — Liability) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described in paragraph 2. above and while acting within the scope of their employment by you. Any "employees" rendering "Good Samaritan services" will be deemed to be acting within the scope of their employment by you. N 4. The following exclusion is added to B.1.Exclusions applicable to Business Liability (Section II — Liability): This insurance does not apply to Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. S. For the purpose of determining the applicable limits of insurance, any act or omission, together with all related acts or omissions in the furnishing of the services described in paragraph 2. above to any one person, will be considered one "occurrence". 6. This Incidental Medical Malpractice provision does not apply if you are in the business or occupation of providing any of the services described in paragraph 2. above. 7. The insurance provided by this Incidental Medical Malpractice provision shall be excess over any other valid and collectible insurance available to the insured, whether primary, secondary, excess, or contingent or applies on any other basis, except for insurance purchased specifically by you to be excess of this policy. Vill. increased Supplementary Payments Part A.1.f. Coverage Extension — Supplementary Payment (Section II — Liability) is replaced with: 1. In Part A.1.f.(1).(b). the amount we will pay for the cost of bail bonds is increased to $1,000. 2. In Part A.1.f.(1).(d). the amount we will pay for loss of earnings is increased to $500 per day. IX. Injury to Co -Employees 1. It is agreed that your "employees" are Insureds with respect to "bodily injury" to a co -"employee" in the course of the co -"employee's" employment by you, provided that this coverage for your "employees" does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. 2. Part C.2.a.(1)(a), (b) and (c) of Who Is An Insured (Section II — Liability) do not apply to "bodily injury" for which insurance is provided by paragraph 1.above. MC BOP SB BROADEND 0719 Page 12 of 14 X. Knowledge and Notice of Occurrence or Offense The following is added to Part E.2. Duties In The Event Of Occurrence, Offense, Claim Or suit (Section II — liability): 1. Notice of an "occurrence" or of an offense which may result in a claim under this insurance shall be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to any insured listed under Part C.1.Who Is An Insured or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by other "employee(s)" of an "occurrence" or of an offense does not imply that you also have such knowledge. 2. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Part C.1. Who Is An Insured or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice discovers that the "occurrence", offense or claim may involve this policy. 3. However, this provision does not apply with respect to the specific number of days within which you are required to notify us in writing of the abrupt commencement of a discharge, release or escape of "pollutants" which causes "bodily injury" or "property damage" which may otherwise be covered under this policy. XI. Reasonable Force —Bodily Injury or Property Damage Part B.l.a. Expected Or Intended Injury Applicable To Business liability Coverage (Section 11 — Liability) is replaced with, and this insurance does not apply to: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. COMMON POLICY CONDITIONS I. Limitation to Purchased Coverage The following is added to Section III — Common Policy Conditions: Limitation to Purchased Coverage You may purchase Liability Coverage or Property Coverage or both. You will only get the coverage for which you have paid a premium. Primary And Noncontributory— Other Insurance Condition The following is added to Section III — Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory — Other Insurance Condition This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy if: 1. The Additional Insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. MC BOP SB BROADEND 0719 Page 13 of 14 III. Unintentional Omission The following is added to Section III — Common Policy Conditions: Unintentional Omission By accepting this policy, you agree and represent: a. The statements in the Declarations are truthful, accurate and complete; b. Those statements are based upon representations you made to us; and We have issued this policy in reliance upon your representations being truthful, accurate and C. complete. The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this policy. However, it does not affect our right to collect additional premium from the day coverage commenced or our right of cancellation or nonrenewal in accordance with applicable state insurance laws, codes or regulations. This shall not constitute a waiver of our right to rescind this policy, if permitted under state insurance law, due to an intentional or knowing misrepresentation or omission of a material fact. A fact is material if it would have affected our decision to issue this insurance or to issue this insurance at the same limits or premium. MC BOP SB BROADEND 0719 Page 14 of 14 CERTIFICATE OF INSURANCE Producer: Issue Dale: 0349/2025 Ibis Cortifrcatc is issued as a mailer of information only and JAA ADMINISTRATORS & INSURANCE; SERVICES confors no rights upon the Certificate holder. lbs Certificate P.O. Box 1319 does not amend, cytend or alur the coverage afforded by the Santa Barbara, CA 93102-1319 ----------------- policy below. Insured: 16$593 COMPANY AFFORDING COVERAGE CARNEGI-IT-NAKASAKO AND ASSOCIAT .S Bradley Carneghi Aspen American Insurance Company 1550 The Alameda, Suite 210 San _lose. CA 95126 ,/ 1 Fax Niunber: 000-000-0000 Authorized Representative This is to certify that the policy of insurance listed below has been issued to the Insured named above for the policy period indicated. Notwithstanding any requirement, term of condition of any contract or other document with respect to which this Certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy. L.-innits shown may have been reduced by paid claims. DISCLAIMER: This certificate of insurance does not affirmatively or negatively amend, extend, or alter the coverage afforded by the insurance policy TYPE OF INSIIRANCE POI -,ICY NUNIBER EFFECTIVE DATE EXPIRMION DATE UNIFFS Professional Liability AA1006003-10 04/11/2025 04,11%2026 Each. Claim $ 2,000.000 General Aggregate $ 2,000.000 IDescription of Operations/l,ocationslSpecial Items: REAL ESTATE APPRAISERS PROFESSIONAL LIABILITY INSURANCE Certificate I-Iolder: Cancellation: City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 10300 Torre Ave BE CANCELLED .BEFORE THE EXPIRATION DATE Cupertino, CA 95014 THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THEPOLICY PROVISIONS. LIA0001 (11/97) Appraisal, Valuation and Property Services Professional Liability Insurance Policy Named Insured: CARNEGHI-NAKASAKO AND ASSOCIATES Policy Number: AAI006003-10 Bradley Carneghi Effective Date: 04/11/2025 Customer ID: 168583 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: APPRAISAL, VALUATION AND PROPERTY SERVICES PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged, it is agreed that: Section VI. CONDITIONS, paragraph (H) NOTICE OF CANCELLATION is deleted and replaced with the following: (H) NOTICE OF CANCELLATION (1) This Policy may be cancelled by the Named Insured by surrender thereof to the Company or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. (2) If this insurance has been in effect for sixty (60) days or less, and is not a renewal of a policy the Company previously issued, the Company may cancel this insurance only upon the occurrence, after the effective date of the insurance, of one or more of the following: (a) Nonpayment of premium, including payment due on prior insurance the Company issued and which was due during the current insurance term covering the same risks; or (b) Discovery of fraud or material misrepresentation by any Insured or his or her representative in obtaining this insurance; or by the Insured or his or her representative in pursuing a claim under this insurance. (3) If this insurance has been in effect for more than sixty (60) days or is a renewal, the Company may cancel this insurance only upon the occurrence, after the effective date of the insurance, of one or more of the following: (a) Nonpayment of premium, including payment due on prior insurance the Company issued and which was due during the current insurance term covering the same risks; (b) Discovery of fraud or material misrepresentation by any Insured or his or her representative in obtaining this insurance; or by the Insured or his or her representative in pursuing a Claim under this insurance; (c) A judgment by a court or an administrative tribunal that the Insured has violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against; (d) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the Insured or their representative, which materially increase any of the risks insured against; Aspen American Insurance Company Page 1 of 3 L1A CA (01/22) Appraisal, Valuation and Property Services Professional Liability Insurance Policy (e) Failure by the Insured or his or her representative to implement reasonable loss control requirements, agreed to by the Insured as a condition of policy issuance, or which were conditions precedent to the Company's use of a particular rate or rating plan, if that failure materially increases any of the risks insured against; (f) A determination by the Commissioner that the loss of, or changes in, the Company's reinsurance covering all or part of the risk would threaten the Company's financial integrity or solvency; (g) A determination by the Commissioner that a continuation of the policy coverage could place the Company in violation of the laws of this state or the state of its domicile or that the continuation of coverage would threaten solvency; or (h) A change by the Insured or his or her representative in the activities or property of the commercial or industrial enterprise which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the Policy. (4) The Company will mail or deliver advance notice of cancellation stating the reason for cancellation to the Insured and to the producer of record at least: (a) Ten (10) days before the effective date of cancellation if the Company cancels for a reason listed in Paragraphs (2)(a) or (2)(b), (3)(a) or (3)(b); (b) Thirty (30) days before the effective date of cancellation if the Company cancels for any other reason. (5) If this policy is cancelled, the Company will send the Insured any premium refund due. If cancelled by the Company, the refund will be pro rata. If the Named Insured cancels, the refund will be computed in accordance with the customary short rate table and procedure. (6) Certificates of Insurance/Notice of Cancellation to Certificate Holders. At the request of the Named Insured and at the discretion of the Company, before and during the Policy Period, the Company may issue certificates of insurance to third -party certificate holders, who are not Insureds, evidencing coverage of Insureds under this Policy which require thirty (30) days written notice of cancellation to such third -parry certificate holder(s). In the event that the Company has issued any certificate(s) of insurance requiring thirty (30) days written notice of cancellation of this Policy to a third -party certificate holder and notwithstanding any shorter period that would otherwise be permitted in Sections (1)-(4) above: (a) If cancellation is requested by the Named Insured, then the earliest effective date of cancellation shall be no earlier than thirty (30) days following the expiration of three (3) business days after the Company received written notice of the request to cancel from the Named Insured; (b) If cancellation is by the Company, then the earliest effective date of cancellation shall be no earlier than thirty (30) days from the date of mailing of the Company's notice of cancellation to the Named Insured or any longer period that is required in Sections (1)-(3) above; and (c) The Company shall mail notice of cancellation by first class U.S. mail to the third -party certificate holder(s) requiring notice at least thirty (30) days before the effective date of the cancellation. Aspen American Insurance Company Page 2 of 3 L1A CA (01/22) Appraisal, Valuation and Property Services Professional Liability Insurance Policy Section VI. CONDITIONS, paragraph (I) NOTICE OF NON -RENEWAL is deleted and replaced with the following: 01) NOTICE OF NON -RENEWAL (1) Subject to the provision of Paragraphs (2) and (3) below, if the Company elects not to renew this insurance, the Company will mail or deliver written notice stating the reason for nomenewal to the Insured and to the producer of record at least sixty (60) days but not more than one hundred twenty (120) days before the expiration or anniversary date. (2) The Company will mail or deliver the notice to the Insured and the producer of record at the mailing address shown in the Declarations. (3) The Company is not required to send notice of nonrenewal in the following situations: (a) If the transfer or renewal of insurance without any changes in terms, conditions or rates is between the Company and a member of the Company's insurance group; (b) If the insurance has been extended for ninety (90) days or less, provided that notice has been given in accordance with Paragraph (1); (c) If the Insured has obtained replacement coverage, or if the Insured has agreed, in writing, within sixty (60) days of the termination of the insurance, to obtain that coverage; (d) If the insurance is for a period of no more than sixty (60) days, and the Insured is notified at the time of issuance that it will not be renewed; (e) If the Insured requests a change, in the terms or conditions or risks covered by the insurance, within sixty (60) days of the end of the Policy Period; or (f) If the Company has made a written offer to the Insured, in accordance with the timeframes shown in Paragraph (1), to renew the insurance under changed terms or conditions or at an increased premium rate, when the increase exceeds twenty-five percent (251/0). All other terms, conditions, and exclusions of this Policy remain unchanged. Aspen American Insurance Company Page 3 of 3 L1A CA (01/22) Appraisal to Final Audit Report Establish Parkland In -Lieu Fee Created: 2026-02-20 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAtPpHgydUHDyZUNi330Yco9QeoR65sKBX 2026-03-02 "Appraisal to Establish Parkland In -Lieu Fee" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-02-20 - 0:49:20 AM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-02-20 - 0:55:25 AM GMT Email viewed by aracelia@cupertino.org 2026-02-20 - 0:55:38 AM GMT- IP address: 44.200.27.42 do Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-02-20 - 1:22:25 AM GMT- IP address: 71.202.76.156 4�0Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-02-20 - 1:22:27 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Bradley Carneghi (brad@cnaappraisal.com) for signature 2026-02-20 - 1:22:33 AM GMT Email viewed by Bradley Carneghi (brad@cnaappraisal.com) 2026-02-20 - 1:22:39 AM GMT- IP address: 66.249.80.202 &Q Document e-signed by Bradley Carneghi (brad@cnaappraisal.com) Signature Date: 2026-02-23 - 5:34:15 PM GMT - Time Source: server- IP address: 107.215.251.134 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2026-02-23 - 5:34:21 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2026-02-23 - 5:34:28 PM GMT- IP address: 54.234.157.152 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2026-02-24 - 2:47:57 AM GMT - Time Source: server- IP address: 98.33.114.31 Powered by a �Adobe cvrLr Ihv Acrobat Sign Py Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2026-02-24 - 2:48:02 AM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2026-02-24 - 2:48:15 AM GMT- IP address: 44.211.235.52 Email viewed by Chad Mosley (chadm@cupertino.org) 2026-02-27 - 11:59:50 PM GMT- IP address: 54.237.207.88 Email viewed by Chad Mosley (chadm@cupertino.org) 2026-03-01 - 0:52:57 AM GMT- IP address: 100.53.41.189 da Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2026-03-02 - 5:58:03 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Lauren Sapudar (laurens@cupertino.org) for signature 2026-03-02 - 5:58:09 PM GMT Email viewed by Lauren Sapudar (laurens@cupertino.org) 2026-03-02 - 5:58:27 PM GMT- IP address: 204.236.203.98 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-03-02 - 6:31:54 PM GMT - Time Source: server- IP address: 69.149.42.28 Agreement completed. 2026-03-02 - 6:31:54 PM GMT Powered by FMI Adobe c�rerrrinv Acrobat Sign