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HomeMy WebLinkAbout26-031 Singer Associates Inc. for Strategic Communications Plan for Shared Law Enforcement ContractLaw Enforcement Services Cooperative Contract Negotiation and Execution Page 1 of 11 AGREEMENT BETWEEN THE CITIES OF CUPERTINO, LOS ALTOS HILLS, AND SARATOGA FOR PROFESSIONAL CONSULTING SERVICES WITH SINGER ASSOCIATES, INC. 1. PARTIES This Agreement (“AGREEMENT”), is made by and between the CITY OF CUPERTINO, a California municipal corporation (“CUPERTINO”), the TOWN OF LOS ALTOS HILLS, a California municipal corporation, (“LOS ALTOS HILLS”), the CITY OF SARATOGA, a California municipal corporation (“SARATOGA”) and SINGER ASSOCIATES, INC. (“Contractor”), an S Corporation. CUPERTINO, LOS ALTOS HILLS, and SARATOGA, may be referred to herein collectively as “Cities”. Contractor and the Cities will be collectively referred to as the “Parties”. RECITALS WHEREAS: A. The Cities desire to retain the services of Contractor to perform a strategic communications plan supporting the goals of the joint cities of CUPERTINO, SARATOGA, and LOS ALTOS HILLS around the shared policing contract with the Santa Clara County Sheriff’s Office. B. The Cities will share equally to pay Contractor for their services, with LOS ALTOS HILLS and SARATOGA reimbursing CUPERTINO which agrees to be the fiscal agent to pay Contractor. C. The City Manager of CUPERTINO or their designee is the representative of CUPERTINO for all purposes under this AGREEMENT. D. The City Manager of LOS ALTOS HILLS or their designee is the representative of LOS ALTOS HILLS for all purposes under this AGREEMENT. E. The City Manager of SARATOGA or their designee is the representative of SARATOGA for all purposes under this AGREEMENT. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Cities and Contactor agree as follows: 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. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 2 of 11 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the Cities with any portion of the Cities’ preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the Cities. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2026 (“Contract Time”), unless terminated earlier as provided herein. The Cities mutually and collectively 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 shall be approved by the Cities mutually and collectively. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here as 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. 4. COMPENSATION 4.1 Maximum Compensation. Cities will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $35,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and in the manner set forth in Exhibit C, “Cost Summary” 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 each City. 4.2 Invoices and Payments. Monthly invoices addressed to CUPERTINO must state a description of the work 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. The other parties will be responsible for payment as follows: a) LOS ALTOS HILLS is responsible for reimbursing CUPERTINO for 1/3 of the Contract Price, not to exceed $11,666.67. b) SARATOGA is responsible for reimbursing CUPERTINO for 1/3 of the Contract Price, not to exceed $11,666.67. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of Cities. 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 Cities. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 3 of 11 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured applicable Business Licenses, if required by the CUPERTINO Municipal Code, LOS ALTOS HILLS Municipal Code, and/or SARATOGA Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from each City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against the Cities 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. Cities 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 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PER S) to be eligible for enrollment in PERS as an employee of a City, Contractor shall indemnify, defend, and hold harmless that 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 the City, and actual attorney’s fees incurred by the 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 Cities, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to the Cities. Contractor shall hold in confidence all City information provided by the Cities 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. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 4 of 11 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 Cities upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by each City. In any case, no Work Product shall be shown to any third-party without prior written approval of the Cities. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of Cities. Alternatively, Contractor assigns to Cities all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with each City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third-party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, Cities may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 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 Cities 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 Cities’ 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 Cities upon request by the Cities, or in such manner as the Cities reasonably direct that such records be provided. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 5 of 11 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 Cities. 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 Cities’ 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 Cities’ contributions in making the project possible. The words “City of CUPERTINO,” “Town of LOS ALTOS HILLS,” and “City of SARATOGA” 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 Cities, their City Councils, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to Cities, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of a City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs Cities incur in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from Cities of a third-party claim. At Cities’ request, Contractor will assist Cities 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 Cities or any Indemnitee. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 6 of 11 11.4 Contractor’s payments may be deducted or offset to cover any money the Cities 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 Cities to monitor compliance with these requirements imposes no additional obligations on Cities 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 Cities. Cities will not execute the Agreement until Cities approve 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 Cities, at their 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 Cities 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. 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 Cities’ policies 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 Cities on request as necessary to monitor compliance with this provision. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 7 of 11 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 Cities’ rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in Cities suspending payments, requiring reimbursements or terminating this Agreement. Cities reserve 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 CUPERTINO Project Manager. The City of CUPERTINO assigns Tina Kapoor, or a designee, as CUPERTINO’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. CUPERTINO reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. LOS ALTOS HILLS Project Manager. The Town of LOS ALTOS HILLS assigns Cody Einfalt or a designee, as LOS ALTOS HILLLS’ representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. LOS ALTOS HILLS reserves the right to substitute another Project manager at any time, and without prior notice to contractor. SARATOGA Project Manager. The City of SARATOGA assigns Leslie Arroyo, or a designee, as SARATOGA’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. SARATOGA reserves the right to substitute another Project manager at any time, and without prior notice to contractor. Contractor Project Manager. Contractor assigns Erin Souza 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 Cities’ Project Managers about the progress with the work or any delays, as required under the Scope of Services. Each City’s written approval is required prior to substituting a new Representative. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 8 of 11 15. ABANDONMENT OF PROJECT Cities may abandon or postpone the Project or parts therefore 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 each 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. 16. TERMINATION Cities may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If any or all Cities initiate legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third-party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. Each City’s waiver of a breach shall not constitute waiver of another provision or breach. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 9 of 11 21. ENTIRE AGREEMENT (a) This Agreement represents the full and complete understanding of every kind or nature between the Parties and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or impli ed 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. (b) If a question arises regarding interpretation of this AGREEMENT or its performance, or the alleged failure of a party to perform, the party raising the question or making the allegation shall give written notice thereof to the other Parties. The Parties shall promptly meet in an effort to resolve the issues. If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation or binding arbitration, may be pursued by mutual agreement with costs to be borne evenly by the Parties. It is the express intent of the Parties that litigation be avoided as a method of dispute resolution. (c) This AGREEMENT constitutes the entire AGREEMENT between the Parties pertaining to the subject matter contained therein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties relative thereto. (d) This AGREEMENT has been drafted through a cooperative effort of the Parties, and all Parties have had an opportunity to have the AGREEMENT reviewed and receive advice by qualified legal counsel. No Party shall be considered the drafter of this AGREEMENT, and no presumption or rule that an ambiguity shall be construed against the Party drafting the clause shall apply to the interpretation or enforcement of this AGREEMENT. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Each party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 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. Law Enforcement Services Cooperative Contract Negotiation and Execution Page 10 of 11 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: Tina Kapoor Email: TinaK@Cupertino.gov To Contractor: Singer Associates, Inc. 47 Kearny St. 2nd Floor San Francisco, CA 94108 Attention: Erin Souza Email: Erin@SingerSF.com To Town of Los Altos Hills Office of the City Manager 26379 Fremont Road Los Altos Hills, CA 94022 Attention: Cody Einfalt Email: CEinfalt@LosAltosHills.CA.gov To City of Saratoga Office of the City Manager 13777 Fruitvale Avenue Saratoga, CA 95070 Attention: Leslie Arroyo Email: LArroyo@Saratoga.CA.US 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Law Enforcement Services Cooperative Contract Negotiation and Execution Page 11 of 11 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation ___________________ By By Name Name Title Title Date Date TOWN OF LOS ALTOS HILLS CITY OF SARATOGA A Municipal Corporation A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: APPROVED AS TO FORM: ___________________________________ MICHAEL K. WOO STEVEN T. MATTAS Cupertino Senior Assistant City Attorney Los Altos Hills City Attorney APPROVED AS TO FORM: ATTEST: ___________________________________ RICHARD S. TAYLOR LAUREN SAPUDAR Saratoga City Attorney Acting Cupertino City Clerk Date __________________________ Erin Souza Singer Associates, Inc. Erin Souza Director of Business Operations 02/18/2026 Tina Kapoor City Manager 02/18/2026 Cody Einfalt Acting City Manager 02/18/2026 Richard Taylor Leslie Arroyo Acting City Manager 03/03/2026 Lauren Sapudar 03/03/2026 EXHIBIT A EXHIBIT A – SCOPE OF SERVICES Objectives Contractor, Singer Associates, Inc., will prepare a strategic communications plan supporting the goals of the cities of Cupertino, Saratoga, and Los Altos Hills regarding their respective law enforcement contracts with the Santa Clara County Sheriff’s Office. The cities seek to negotiate terms that bring the County’s proposed increase into alignment with a reasonable cost allocation consistent with regional cost trends and service levels. This communications plan will: • Educate the public and stakeholders about the real drivers of cost growth. • Build community awareness of the fiscal impacts on city budgets and municipal services. • Encourage public support for a reasonable increase in contract costs. • Lay the groundwork for a moderated, fair contract increase aligned with regional norms. Stakeholders For this project, the primary stakeholders are the Cities of Cupertino and, Saratoga, and Town of Los Altos Hills, , along with the residents of these cities who will be directly impacted by law enforcement services. Tasks and Activities Phase 1 – Internal Coordination (Week 1–2) • Contractor will form a Joint City Task Force (City Managers, Finance Directors, and PIOs) to synchronize messaging. • Contractor will develop common talking points, FAQs, and data visualizations on cost comparisons. • Contractor will align cities on shared key messages to ensure consistency across meetings, statements, and media interactions. Phase 2 – Public Engagement (Week 3–5) EXHIBIT A • Contractor will assist cities with a Joint Press Release with a shared statement of concern and rationale for seeking a fairer contract. • Contractor will launch dedicated web pages on each city’s website featuring: o Simple cost comparison charts o FAQs on sheriff contract terms o Explanation of the cities’ joint negotiation goals • Contractor will conduct community town halls (virtual or hybrid), jointly hosted by the three cities, to inform residents and answer questions. • Contractor will use social media campaigns (Nextdoor, Facebook, X, city e- communications) to share updates and visuals highlighting fiscal impacts. • Contractor will rely on the existing City communications structure to facilitate information to the public. Phase 3 — Advocacy & Negotiation (Week 6+) • Contractor will assist with a joint letter to the Santa Clara County Board of Supervisors emphasizing commitment to collaboration but concern over the magnitude of cost increases. • Contractor will leverage local media (Mercury News, Patch, Cupertino Today) for editorial engagement and op-eds emphasizing transparency and fiscal prudence. • Contractor will continue updates to residents through Mayor messages, council meetings, and community newsletters. Project Outcomes 1. Increased public understanding of sheriff service costs and financial impacts. 2. Community support for a reasonable new contract. 3. Stronger collective bargaining position for Cupertino, Saratoga, and Los Altos Hills. 4. Reduction in the proposed cost increase from 36% to a more justifiable level. EXHIBIT B EXHIBIT B – SCHEDULE OF PERFORMANCE Contractor, Singer Associates, Inc., will perform the duties outlined in the Scope of Services according to the following Schedule of Performance: Phase Activity Timeframe Coordination Task Force formation, message alignment Weeks 1–2: Feb – Mar 2026 Public Awareness Press release, website content live, community meetings Weeks 3–5: Mar – Apr 2026 Advocacy & Ongoing Negotiation Media engagement and interim agreement updates Week 6 onward: Apr – Dec 2026 Services will begin on the contract effective date and end on December 31, 2026. EXHIBIT C EXHIBIT C – COST SUMMARY Contractor, Singer Associates, Inc. will perform the duties outlined in the Scope of Services according to the fee schedule below. The total Not to Exceed amount for the successful performance of these services is $35,000. Contractor will submit invoices on a monthly basis. RATE SCHEDULE Role Title Hourly Rate President $600/Hr Partners $500/Hr Vice President $400/Hr Senior Consultant $400/Hr Senior Account Director $350/Hr Account Director $300/Hr Senior Account Executive $250/Hr Account Executive $200/Hr Assistant Account Executive $175/Hr Account Coordinator $150/Hr Account Assistant $100/Hr Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/13/2026 30104 Singer Associates, Inc. 47 Kearny Street Ste 200 San Francisco, CA 94108 22357 00914 19038 15792 A 2,000,000 X X 57SBABN7UXL 8/14/2025 8/14/2026 1,000,000 10,000 Excluded 4,000,000 4,000,000 1,000,000B X 57UECIZ4558 1/12/2026 1/12/2027 1,000,000A X X 57SBABN7UXL 8/14/2025 8/14/2026 1,000,000 10,000 C 57WBCAZ2BX0 8/15/2025 8/15/2026 1,000,000 1,000,000 1,000,000 D E&O - Miscellaneous 107766478 1/19/2026 Limit 2,000,000 E Cyber Liability ESO0140655568 1/19/2026 1/19/2027 Limit 2,000,000 Professional Liability / E&O includes the Personal and Advertising Injury Limit $2M each claim / $2M aggregate limit subject to Retention - $10K Cyber Liability Limit $2M subject to Deductible $5K Businessowner - Property subject to Deductible $250 Auto - Comprehensive deductible $500 / Collision deductible $1,000 SEE ATTACHED ACORD 101 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SINGASS-01 MCHANG Acrisure West Insurance Services, LLC 1950 W Corporate Way #1 Anaheim, CA 92801-5373 Maribeth Chang mchang@acrisure.com Hartford Underwriters Insurance Company Hartford Accident and Indemnity Company Hartford Insurance Company (USE ONLY FOR MULTIPLE HARTFO Travelers Casualty and Surety Company Underwriters at Lloyd's, London (NAIC#:15792) X 1/19/2027 X X X X X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Acrisure West Insurance Services, LLC SINGASS-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 Singer Associates, Inc. 47 Kearny Street Ste 200 San Francisco, CA 94108 SEE PAGE 1 MCHANG 1 Description of Operations/Locations/Vehicles: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers are additional insureds with respects to the named insured's business operations through written contract. Thiis insurance is primary and non-contributory. Wiaiver of subrogation applies . 30 days notice of cancellation appliesd and 10 days cancellation for non-payment of premium. Form SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY QUICK REFERENCE Beginning On Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 12 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3.Legal Action Against Us 16 4.Separation Of Insureds 16 5.Representations 16 6.Other Insurance 16 7.Transfer Of Rights Of Recovery Against Others To Us 18 F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18 Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage.Read the entire Policy carefully to determine rights,duties and what is and is not covered. Throughout this Coverage Part the words "you"and "your"refer to the Named Insured shown in the Declarations.The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period",as used in this Coverage Part,means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning.Refer to Section F.Liability And Medical Expenses Definitions. A.COVERAGES 1.Business Liability Coverage (Bodily Injury,Property Damage,Personal And Advertising Injury)Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury","property damage"or "personal and advertising injury"to which this insurance applies.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 "bodily injury","property damage"or "personal and advertising injury" to which this insurance does not apply. We may,at our discretion,investigate any "occurrence"or offense and settle any claim or "suit"that may result. But: (1)The amount we will pay for damages is limited as described in Section D.Liability And Medical Expenses Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b.This insurance applies: (1)To "bodily injury" and "property damage" only if: (a)The “bodily injury”or “property damage”is caused by an “occurrence”that takes place in the “coverage territory”; (b)The "bodily injury" or "property damage" occurs during the policy period; and (c)Prior to the policy period,no insured listed under Paragraph 1.of Section C.Who Is An Insured and no "employee"authorized by you to give or receive notice of an "occurrence"or claim,knew that the "bodily injury"or "property damage"had occurred,in whole or in part.If such a listed insured or authorized "employee"knew,prior to the policy period,that the "bodily injury"or "property damage" occurred,then any continuation,change or resumption of such "bodily injury"or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2)To "personal and advertising injury"caused by an offense arising out of your business,but only if the offense was committed in the "coverage territory" during the policy period. c."Bodily injury"or "property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section C.Who Is An Insured or any "employee"authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury"or "property damage"; or Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. d.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury"arising out of the rendering of or failure to render professional health care services as a physician,dentist,nurse,emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a)The physician,dentist,nurse,emergency medical technician or paramedic is employed by you to provide such services; and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2.Medical Expenses Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 3.Coverage Extension - Supplementary Payments a.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury"applies.We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish,finance,arrange for,guarantee,or collateralize these bonds, whether the collateralization is characterized as premium or not. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5)All court costs taxed against the insured in the "suit".However,such costs do not include attorneys’fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6)Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid,offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b.If we defend an insured against a "suit"and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1)The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation, settlement or defense of the "suit"; (ii)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met,attorneys'fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.Exclusions,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2)The conditions set forth above,or the terms of the agreement described in Paragraph (6)above,are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a.Expected Or Intended Injury (1)"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; or (2)"Personal and advertising injury"arising out of an offense committed by,at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) b.Contractual Liability (1)"Bodily injury" or "property damage"; or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury","property damage"or "personal and advertising injury"that the insured would have in the absence of the contract or agreement; or (b)"Bodily injury"or "property damage"assumed in a contract or agreement that is an "insured contract", provided the "bodily injury"or "property damage"occurs subsequent to the execution of the contract or agreement.Solely for the purpose of liability assumed in an "insured contract",reasonable attorneys'fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i)Liability to such party for,or for the cost of,that party’s defense has also been assumed in the same "insured contract"; and (ii)Such attorneys'fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”or “property damage”involved that which is described in Paragraph (1), (2), (3) or (4) above. However,this exclusion applies only if you are in the business of manufacturing,distributing,selling,serving or furnishing alcoholic beverages.For the purposes of this exclusion,permitting a person to bring alcoholic beverages on your premises,for consumption on your premises,whether or not a fee is charged or a license is required for such activity,is not by itself considered the business of selling,serving,or furnishing alcoholic beverages. d.Workers' Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer’s Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured’s business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of the actual,alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to any insured. However, this paragraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat,cool or dehumidify the building,or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported,handled,stored,treated,disposed of,or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts,if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold,store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels,lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for, monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants"; or (b)Claim or “suit”by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g.Aircraft, Auto Or Watercraft (1)Unmanned Aircraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Exclusion g.(1)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "bodily injury” or “property damage”arises out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". (2)Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft (other than “unmanned aircraft”),"auto"or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Exclusion g.(2)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "bodily injury" or "property damage"arises out of the ownership,maintenance,use or entrustment to others of any aircraft (other than “unmanned aircraft”),"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is: (i)Less than 51 feet long; and (ii)Not being used to carry persons or property for a charge; (c)Parking an "auto"on,or on the ways next to,premises you own or rent,provided the "auto"is not owned by or rented or loaned to you or the insured; (d)Liability assumed under any "insured contract"for the ownership,maintenance or use of aircraft (other than “unmanned aircraft”) or watercraft; (e)"Bodily injury" or "property damage" arising out of: (i)The operation of any of the machinery or equipment listed in Paragraph f.(2)or f.(3)of the definition of "mobile equipment"; or (ii)The operation of machinery or equipment that is attached to,or part of,a land vehicle that would qualify under the definition of “mobile equipment”if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f)An aircraft (other than “unmanned aircraft”)that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary, excess, contingent or on any other basis. h.Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment"by an "auto"owned or operated by or rented or loaned to any insured; or (2)The use of “mobile equipment”in,or while in practice or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) i.War "Bodily injury","property damage"or "personal and advertising injury",however caused,arising,directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Professional Services "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1)Legal, accounting or advertising services; (2)Preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders, change orders, designs or drawings and specifications; (3)Supervisory, inspection, architectural or engineering activities; (4)Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5)Any health or therapeutic service treatment, advice or instruction; (6)Any service,treatment,advice or instruction for the purpose of appearance or skin enhancement,hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing,preparation,fitting,demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c)Similar services; (10)Pharmaceutical services including but not limited to: (a)The administering,prescribing,preparing,distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b)The providing of or failure to provide home health care or home infusion products or services; and (c)Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. k.Damage To Property "Property damage" to: (1)Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person, organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Property loaned to you; (4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage"arises out of those operations; or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". l.Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n.Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o.Recall Of Products, Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p.Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral,written,electronic,or any other manner of publication of material,if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Arising out of oral,written,electronic,or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract,except an implied contract to use another’s "advertising idea"in your "advertisement"; (5)Arising out of the failure of goods,products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of: (a)Any actual or alleged infringement or violation of any intellectual property rights,such as copyright, patent,right of publicity,trademark,trade dress,trade name,trade secret,service mark or other designation of origin or authenticity; or (b)Any injury or damage alleged in any claim or “suit”that also alleges an infringement or violation of any intellectual property right,whether such allegation of infringement or violation is made against you,or by you or by any other party involved in the claim or “suit”,regardless of whether this insurance would otherwise apply. However,this exclusion does not apply if the only allegation in the claim or “suit”involving any intellectual property right is limited to: (i)Infringement, in your “advertisement”, of: a.Copyright; b.Slogan;unless the slogan is also a trademark,trade dress,trade name,service mark or other designation of origin or authenticity; or c.Title of any literary or artistic work; or (ii)Copying,in your “advertisement”,a person’s or organization’s “advertising idea”or style of “advertisement”. Paragraph (7)(b)ii above shall not apply to claims or “suits”alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8)Arising out of an offense committed by an insured whose business is: (a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others; or (c)An Internet search, access, content or service provider. However,this exclusion does not apply to Paragraphs a.,b.and c.under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion,the placing of frames,borders,or links,or advertising,for you or others anywhere on the Internet,is not by itself,considered the business of advertising,broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts,owns,or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)Advertising content for others on your web site; (b)Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Content from a web site of others displayed within a frame or border on your web site.Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets,processing methods,customer lists,financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "personal and advertising injury"arises out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". However,this exclusion does not apply if the only allegation in the claim or "suit"involves an intellectual property right which is limited to: (a)Infringement, in your "advertisement", of: (i)Copyright; (ii)Slogan; or (iii)Title of any literary or artistic work; or (b)Copying,in your "advertisement",a person's or organization's "advertising idea"or style of "advertisement". q.Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1)Damages because of “bodily injury”or “property damage”arising out of any access to or disclosure of any person’s or organization’s confidential or personal information,including patents,trade secrets, processing methods,customer lists,financial information,credit card information,health information or any other type of nonpublic information; or (2)Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate "electronic data". This exclusion applies even if such damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above. However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of “bodily injury”. r.Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Employment-related practices,policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline,defamation,harassment,humiliation,discrimination,malicious prosecution or false arrest directed at that person; or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"or "personal and advertising injury"to that person at whom any of the employment-related practices described in Paragraphs (a), (b),or (c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs (a),(b),or (c)above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s.Asbestos (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or “suit”alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove,encapsulate,contain,treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or “suit”for damages because of testing for,monitoring,cleaning up,removing, encapsulating,containing,treating,detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t.Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law,including the Fair and Accurate Credit Transaction Act (FACTA); or (4)Any federal,state or local statute,ordinance or regulation,other than the TCPA,CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits or limits the printing, dissemination,disposal,collecting,recording,sending,transmitting,communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire,lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured, except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers' Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing,instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business,other than that described in b. through e. below, of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds,but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership,joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership, joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),or to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse,child,parent,brother or sister of that co-"employee"or that "volunteer worker"as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (a)Owned, occupied or used by: (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers",any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form,other than a partnership,joint venture or limited liability company, and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability.However,no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury","property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit 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 any one premises,while rented to you,or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance required in a written contract, written agreement or permit; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible,notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured under this Coverage Part must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or “suit”; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense, other than for first aid, without our consent. e.Additional Insured's Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f.Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)You or any additional insured under this Coverage Part that is an individual; (2)Any partner, if you or an additional insured under this Coverage Part is a partnership; (3)Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured under this Coverage Part is a corporation; (5)Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6)Any elected or appointed official,if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3.Legal action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4.Separation Of Insureds Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 5.Representations a.When You Accept This Policy By accepting this Policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this Policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 6.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b.below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage,Builder's Risk,Installation Risk,Owner Controlled Insurance Program or OCIP,Contractor Controlled Insurance Program or CCIP,Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance; or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract,written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract 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. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach,each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means a notice that is broadcast or published to the general public or specific market segments about your goods,products or services for the purpose of attracting customers or supporters.For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites,only that part of a web site that is about your goods,products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above,but is away for a short time on your business; or Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)"Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data"means information,facts or computer programs stored as or on,created or used on,or transmitted to or from computer software (including systems and applications software),on hard or floppy disks, CD-ROMs,tapes,drives,cells,data processing devices or any other repositories of computer software which are used with electronically controlled equipment.The term computer programs,referred to in the foregoing description of “electronic data”,means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it,which enable the computer or device to receive,process,store, retrieve or send data. 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by- laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property,other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work"that is known or thought to be defective,deficient,inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: 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 by fire,lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b.A sidetrack agreement; c.Any easement or license agreement,including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Under which the insured,if an architect,engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a.,b.,c.,or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.,or d.above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment. However,“mobile equipment”does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged.Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”. 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury,including consequential "bodily injury",arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies,committed by or on behalf of its owner,landlord or lessor; d.Oral,written,electronic,or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f.Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g.Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,vapor,soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned.However,"your work"will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance,correction,repair or replacement,but which is otherwise complete, will be treated as completed. The "bodily injury"or "property damage"must occur away from premises you own or rent,unless your business includes the selling,handling or distribution of "your product"for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 20."Property damage" means: a.Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part,provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE.How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect,engineer,or surveyor,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: (a)In connection with your premises; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by an insured,if the “bodily injury”,“property THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. e.State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a.through e.above,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: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services, including: (a)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Policy Change: Business Owner’s Policy Form SC 00 06 10 18 Page 2 of 2 Process Date:02/10/2026 © 2018, The Hartford Policy Expiration Date:08/14/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) The following Additional Insured has been added as an Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization. Name of Additional Insured(s) Person or Organization: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers , 10300 TORRE AVE, CUPERTINO, CA 95014 Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART SC 00 06 10 18 POLICY CHANGE Common Premium associated with this Policy Change has pro rata factor 0.509. Policy 57SBABN7UXL Policy Change: Business Owner’s Policy Form SC 00 06 10 18 Page 2 of 2 Process Date:02/11/2026 © 2018, The Hartford Policy Expiration Date:08/14/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) The schedule associated with Waiver of Subrogation has been revised and modifies your Liability coverage. Person or Organization: Waiver Name Overflow:Address: SANTA CLARA VALLEY WATER DISTRICT; ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, INDIVIDUALLY AND COLLECTIVELY. INSURANCE COMPLIANCE PO BOX 100085- FT,DULUTH, GA 30096 THE CITY OF SANTA CLARA, ITS CITY COUNCIL, COMMISSIONS, OFFICERS,EMPLOYEES, AGENTS AND VOLUNTEERS. Waiver Name Overflow 1500 WARBURTON AVE, SANTA CLARA, CA 95050 ALEXANDRIA REAL ESTATE EQUITIES, INC.,AND ITS AFFILIATES, ARE-SAN FRANCISCO NO. 96, LLC Waiver Name Overflow PO BOX 1258 MORRISTOWN, NJ 07960 THE DUTRA GROUP AND ITS SUBSIDIARIES (SAN RAFAEL ROCK QUARRY, INC.; DUTRA CONSTRUCTION CO., INC.; DUTRA DREDGING COMPANY; AND DCC ENGINEERING CO.)2350 KERNER BLVD., SUITE 20 SAN RAFAEL, CA 94901 LOC 001 BLDG 001 SANTA CLARA VALLEY WATER DISTRICT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS INSURANCE Waiver Name Overflow PO BOX 100085-FT DULUTH, GA 30096 LOC 001 BLDG 001 THE CITY OF SANTA CLARA, ITS CITY COUNCIL, COMMISSIONS OFFICERS,EMPLOYEES, AGENTS AND VOLUNTEERS Waiver Name Overflow 1500 WARBURTON AVE, SANTA CLARA, CA 95050 The City of Cupertino Waiver Name Overflow 10300 TORRE AVE, CUPERTINO, CA 95014 Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART SC 00 06 10 18 POLICY CHANGE Common SL 30 03 10 18 WAIVER OF SUBROGATION Liability Premium associated with this Policy Change has pro rata factor 0.509. Policy 57SBABN7UXL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 03 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS: We waive any right of recovery we may have against: a.Any person or organization shown in the Declarations, or b.Any person or organization with whom you have a contract that requires such waiver. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured"than other provisions of the Coverage Form,the provisions of this endorsement apply. COMMERCIAL AUTOMOBILE HA 99 16 12 21 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. 1.BROAD FORM INSURED Paragraph .1.-WHO IS AN INSURED -of Section II -Liability Coverage is amended to add the following: d.Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1)Any legal business entity other than a partnership or joint venture,formed as a subsidiary in which you have an ownership interest of more than 50%on the effective date of the Coverage Form. However,the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured"under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2)Any organization that is acquired or formed by you and over which you maintain majority ownership.However, the Named Insured does not include any newly formed or acquired organization: (a)That is a partnership or joint venture, (b)That is an "insured"under any other policy, (c)That has exhausted its Limit of Insurance under any other policy,or (d)180 days or more after its acquisition or formation by you,unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage"that results from an "accident"that occurred before you formed or acquired the organization. e.Employees as Insureds (1).Any "employee"of yours while using a covered "auto"you don't own,hire or borrow in your business or your personal affairs. f.Lessors as Insureds (1).The lessor of a covered "auto"while the "auto"is leased to you under a written agreement if: (a)The agreement requires you to provide direct primary insurance for the lessor and (b)The "auto"is leased without a driver. Such a leased "auto"will be considered a covered "auto"you own and not a covered "auto"you hire. g.Additional Insured if Required by Contract (1)When you have agreed,in a written contract or written agreement,that a person or organization be added as an additional insured on your business auto policy,such person or organization is an "insured",but only to the extent such person or organization is liable for "bodily injury"or "property damage"caused by the conduct of an "insured"under paragraphs a.or b.of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury"or "property damage" occurs: (a)During the policy period,and (b)Subsequent to the execution of such written contract,and Form HA 99 16 12 21 Page 1 of 5 ©2021,The Hartford (Includes copyrighted material of Insurance Services Office,Inc.with its permission.) (c)Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2)How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy,the most we will pay on behalf of such additional insured is the lesser of: (a)The limits of insurance specified in the written contract or written agreement; or (b)The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3)Additional Insureds Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4)Duties in The Event Of Accident,Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy,the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2.- DUTIES IN THE EVENT OF ACCIDENT, CLAIM ,SUIT OR LOSS –OF SECTION IV –BUSINESS AUTO CONDITIONS,in the same manner as the Named Insured. 2.Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g.-Additional Insured If Required by Contract,the following provisions apply: (1)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary,we will share with all that other insurance by the method described in Other Insurance 5.d. (2)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement 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. Paragraphs (1)and (2)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,by the method described in SECTION IV- Business Auto Conditions,B.General Conditions,Other Insurance 5.d. 3.AUTOS RENTED BY EMPLOYEES Any "auto"hired or rented by your "employee"on your behalf and at your direction will be considered an "auto"you hire. The SECTION IV-Business Auto Conditions,B. General Conditions,5.OTHER INSURANCE Condition is amended by adding the following: e.If an "employee’s"personal insurance also applies on an excess basis to a covered "auto"hired or rented by your "employee"on your behalf and at your direction,this insurance will be primary to the "employee’s" personal insurance. Page 2 of 5 Form HA 99 16 12 21 4.AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5.-FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not apply if you have workers'compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 5.HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos"are covered "autos"for Liability Coverage and if Comprehensive,Specified Causes of Loss,or Collision coverages are provided under this Coverage Form for any "auto" you own,then the Physical Damage Coverages provided are extended to "autos"you hire or borrow,subject to the following limit. The most we will pay for "loss"to any hired "auto" is: (1)$100,000; (2)The actual cash value of the damaged or stolen property at the time of the "loss";or (3)The cost of repairing or replacing the damaged or stolen property, whichever is smallest,minus a deductible.The deductible will be equal to the largest deductible applicable to any owned "auto"for that coverage. No deductible applies to "loss"caused by fire or lightning.Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit,deductible and excess provisions,we will provide coverage equal to the broadest coverage applicable to any covered "auto"you own. We will also cover loss of use of the hired "auto"if it results from an "accident",you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto"you hire or borrow from any of your "employees",partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6.PHYSICAL DAMAGE -ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a.of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7.LOAN/LEASE GAP COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE,in the event of a total "loss"to a covered "auto",we will pay your additional legal obligation for any difference between the actual cash value of the "auto"at the time of the "loss" and the "outstanding balance"of the loan/lease. "Outstanding balance"means the amount you owe on the loan/lease at the time of "loss"less any amounts representing taxes;overdue payments;penalties,interest or charges resulting from overdue payments;additional mileage charges;excess wear and tear charges;lease termination fees;security deposits not returned by the lessor;costs for extended warranties,credit life Insurance,health,accident or disability insurance purchased with the loan or lease;and carry-over balances from previous loans or leases. 8.AIRBAG COVERAGE Under Paragraph B.EXCLUSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE,the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9.ELECTRONIC EQUIPMENT -BROADENED COVERAGE a.The exceptions to Paragraphs B.4 - EXCLUSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c.and 4.d.do not apply to equipment designed to be operated solely by use of the power from the "auto's"electrical system that,at the time of "loss",is: (1)Permanently installed in or upon the covered "auto"; (2)Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above;or (4)Necessary for the normal operation of the covered "auto"or the monitoring of the covered "auto's"operating system. b.Section III,Physical Damage Coverage,Limit of Insurance,Paragraph C.2.is amended to add the following: $1,500 is the most we will pay for "loss"in any one "accident"to all electronic equipment (other than equipment designed solely for the reproduction of sound,and accessories used with such equipment)that reproduces, receives or transmits audio,visual or data signals which,at the time of "loss",is: Form HA 99 16 12 21 Page 3 of 5 (1)Permanently installed in or upon the covered "auto"in a housing,opening or other location that is not normally used by the "auto"manufacturer for the installation of such equipment; (2)Removable from a permanently installed housing unit as described in Paragraph 2.a.above or is an integral part of that equipment;or (3)An integral part of such equipment. c.For each covered "auto",should loss be limited to electronic equipment only,our obligation to pay for,repair,return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations,or $250,whichever deductible is less. 10.EXTRA EXPENSE -BROADENED COVERAGE Under Paragraph A.-COVERAGE -of SECTION III -PHYSICAL DAMAGE COVERAGE,we will pay for the expense of returning a stolen covered "auto"to you. 11.GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D.-DEDUCTIBLE -of SECTION III -PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12.TWO OR MORE DEDUCTIBLES Under Paragraph D.-DEDUCTIBLE -of SECTION III -PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group,Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident",the following applies: (1)If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible,it will be waived; (2)If the deductible under this Business Auto Coverage Form is not the smaller (or smallest)deductible,it will be reduced by the amount of the smaller (or smallest) deductible. 13.AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a.- DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS -of SECTION IV -BUSINESS AUTO CONDITIONS that you must notify us of an "accident"applies only when the "accident"is known to: (1)You,if you are an individual; (2)A partner,if you are a partnership; (3)A member,if you are a limited liability company;or (4)An executive officer or insurance manager,if you are a corporation. 14.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy,we will not deny coverage under this Coverage Form because of such failure. 15.HIRED AUTO -COVERAGE TERRITORY SECTION IV,BUSINESS AUTO CONDITIONS, PARAGRAPH B.GENERAL CONDITIONS,7.- POLICY PERIOD,COVERAGE TERRITORY -is added to include the following: (6)For short-term hired "autos",the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's"responsibility to pay damages for "bodily injury"or "property damage"is determined in a "suit,"the "suit"is brought in the United States of America,the territories and possessions of the United States of America,Puerto Rico or Canada or in a settlement we agree to. 16.WAIVER OF SUBROGATION Paragraph 5.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV -BUSINESS AUTO CONDITIONS A.Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17.RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury"in SECTION V- DEFINITIONS,C.is replaced by the following: "Bodily injury"means bodily injury,sickness or disease sustained by any person,including mental anguish or death resulting from any of these. 18.EXTENDED CANCELLATION CONDITION Paragraph 2.of the COMMON POLICY CONDITIONS -CANCELLATION -applies except as follows: If we cancel for any reason other than nonpayment of premium,we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. Page 4 of 5 Form HA 99 16 12 21 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:02/10/26 Policy Expiration Date:08/15/26 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WBC AZ2BX0 Endorsement Number:003 Effective Date:02/09/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:SINGER ASSOCIATES INC 47 KEARNY ST STE 200 SAN FRANCISCO CA 94108 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 5 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description The City of Cupertino,, 10300 TORRE AVE, CUPERTINO, CA, 95014 11 Strategic Communications Plan for Shared Law Enforcement Contract Final Audit Report 2026-03-03 Created:2026-02-18 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAnJ4gT9obgyBhyuby80fQxyWlIeIrN2Hl "Strategic Communications Plan for Shared Law Enforcement C ontract" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-02-18 - 11:59:21 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-02-19 - 0:05:55 AM GMT Email viewed by aracelia@cupertino.org 2026-02-19 - 0:06:12 AM GMT- IP address: 34.205.125.110 Document approval delegated to Araceli Alejandre (AraceliA@cupertino.gov) by aracelia@cupertino.org 2026-02-19 - 0:07:36 AM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (AraceliA@cupertino.gov) Approval Date: 2026-02-19 - 0:08:32 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Erin Souza (erin@singersf.com) for signature 2026-02-19 - 0:08:34 AM GMT Email viewed by Erin Souza (erin@singersf.com) 2026-02-19 - 0:53:24 AM GMT- IP address: 69.181.164.38 Document e-signed by Erin Souza (erin@singersf.com) Signature Date: 2026-02-19 - 1:05:54 AM GMT - Time Source: server- IP address: 69.181.164.38 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2026-02-19 - 1:05:57 AM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2026-02-19 - 1:06:07 AM GMT- IP address: 3.236.210.240 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2026-02-19 - 1:07:22 AM GMT - Time Source: server- IP address: 98.33.114.31 Document emailed to Tina Kapoor (tinak@cupertino.org) for signature 2026-02-19 - 1:07:25 AM GMT Email viewed by Tina Kapoor (tinak@cupertino.org) 2026-02-19 - 1:07:34 AM GMT- IP address: 3.81.92.40 Document e-signed by Tina Kapoor (tinak@cupertino.org) Signature Date: 2026-02-19 - 1:08:57 AM GMT - Time Source: server- IP address: 76.103.189.132 Document emailed to Steve Mattas (steve.mattas@redwoodpubliclaw.com) for signature 2026-02-19 - 1:09:00 AM GMT Email viewed by Steve Mattas (steve.mattas@redwoodpubliclaw.com) 2026-02-19 - 5:17:09 PM GMT- IP address: 104.50.203.137 Document e-signed by Steve Mattas (steve.mattas@redwoodpubliclaw.com) Signature Date: 2026-02-19 - 5:21:59 PM GMT - Time Source: server- IP address: 104.50.203.137 Document emailed to Cody Einfalt (ceinfalt@losaltoshills.ca.gov) for signature 2026-02-19 - 5:22:03 PM GMT Email viewed by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) 2026-02-19 - 5:22:08 PM GMT- IP address: 44.200.227.124 Email viewed by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) 2026-02-26 - 7:18:52 PM GMT- IP address: 54.237.207.88 Email viewed by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) 2026-03-02 - 7:30:55 PM GMT- IP address: 34.239.142.252 Document e-signed by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) Signature Date: 2026-03-03 - 4:01:36 PM GMT - Time Source: server- IP address: 12.129.159.194 Document emailed to rtaylor@smwlaw.com for signature 2026-03-03 - 4:01:40 PM GMT Email viewed by rtaylor@smwlaw.com 2026-03-03 - 4:32:43 PM GMT- IP address: 104.28.116.100 Signer rtaylor@smwlaw.com entered name at signing as Richard Taylor 2026-03-03 - 8:44:01 PM GMT- IP address: 52.39.49.65 Document e-signed by Richard Taylor (rtaylor@smwlaw.com) Signature Date: 2026-03-03 - 8:44:03 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Leslie Arroyo (larroyo@saratoga.ca.us) for signature 2026-03-03 - 8:44:06 PM GMT Email viewed by Leslie Arroyo (larroyo@saratoga.ca.us) 2026-03-03 - 8:44:13 PM GMT- IP address: 54.197.87.224 Document e-signed by Leslie Arroyo (larroyo@saratoga.ca.us) Signature Date: 2026-03-03 - 9:37:50 PM GMT - Time Source: server- IP address: 96.78.176.113 Document emailed to Lauren Sapudar (laurens@cupertino.org) for signature 2026-03-03 - 9:37:53 PM GMT Email viewed by Lauren Sapudar (laurens@cupertino.org) 2026-03-03 - 9:38:04 PM GMT- IP address: 54.211.21.61 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-03-03 - 9:57:15 PM GMT - Time Source: server- IP address: 69.149.42.28 Agreement completed. 2026-03-03 - 9:57:15 PM GMT