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26-053 Sparkl Sustainable Solutions LLC, for Reusable foodware services for Earth and Arbor Day Festival, for 5 years 2026-519
Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 1 of 9 Professional/Consulting Contracts /Version: March 2025 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Sparkl Sustainable Solutions LLC DBA Sparkl Reusables (“Contractor”), a Sole Proprietorship/Individual for Reusable foodware services for Earth and Arbor Day Festival for 5 years, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2030 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $20,375.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 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 a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 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. Contrac tor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 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 City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 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, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 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. Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Ursula Syrova as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Paul Liotsakis as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 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 City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing 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. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Ursula Syrova Email: ursulas@cupertino.org To Contractor: Sparkl Sustainable Solutions 621 Taylor Ave Alameda, CA 94501 Attention: Paul Liotsakis Email: paul@sparklsfbay.com 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 Reusable foodware services for Earth and Arbor Day Festival for 5 years Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 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 APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: LAUREN SAPUDAR City Clerk Date Paul Liotsakis Paul Liotsakis Founder Apr 1, 2026 Susan Michael Susan Michael Acting Director of Public Works Apr 01, 2026 Lauren Sapudar Apr 1, 2026 sparklreusables.com -415.347.6412 Program Objectives The City of Cupertino seeks to reduce waste generation at city-sponsored events while maintaining a high-quality experience for staff, vendors, and attendees. Sparkl Reusables will provide a turnkey reusable foodware service that replaces single-use serviceware with a managed circular system. The objectives of this program are to: •Reduce single-use foodware waste generated at the annual Earth & Arbor Day Festival •Support the City's zero-waste and sustainability goals •Provide convenient, sanitary foodware solutions for event vendors and attendees •Maintain predictable operational costs and logistics for City staff •Demonstrate Cupertino's leadership in sustainable event management Exhibit A- Scope of Services Sparkl Reusables will provide comprehensive reusable foodware services at the annual Earth & Arbor Day Festival event over a 5-year period. Services will include planning coordination, inventory deployment, collection logistics, commercial washing, and inventory management. Service Reliability and Operational Readiness: •Coordination with city staff and participating food vendors to determine foodware needs •Delivery of reusable foodware prior to the scheduled event o Account for buffers to accommodate attendance fluctuations and usage •Provision of return receptacles and clearly visible guest-facing signage •Collection of used foodware during or after events •Pickup of collected items to a certified commercial dishwashing facility •Cleaning and sanitization in compliance with applicable health standards 2 •Inventory tracking and replacement management •On-site operational support •Deployment of Sparkl's food truck-friendly deposit-return system •Up-to-date record-keeping and metrics tracking •Sparkl generated publicity according to the terms of the agreement o Sparkl will acknowledge the City of Cupertino's contributions as it pertains to this scope for the lifetime of the agreement and one year thereafter Sparkl's service structure enables the city to implement reusable foodware without requiring additional staff or on-site storage. Exhibit B- Schedule of Performance Sparkl agrees to perform the following services per the city's annual event schedule: Event Typical Month Attendance Service Type Notes Estimate Earth and Arbor April 1,000 On-site staffed event Supports 3-4 Day Festival 2026 food vendors Earth and Arbor April 1,000 On-site staffed event Supports 3-4 Day Festival 2027 food vendors Earth and Arbor April 1,000 On-site staffed event Supports 3-4 Day Festival 2028 food vendors Earth and Arbor April 1,000 On-site staffed event Supports 3-4 Day Festival 2029 food vendors Earth and Arbor April 1,000 On-site staffed event Supports 3-4 Day Festival 2030 food vendors Exhibit C- Compensation Pricing includes delivery, collection bins, signage, transportation, commercial washing, and inventory management, as well as on-site staff support. 3 Exh. D-Insurance Requirements for Professional Consultant Contracts 1 Version: May 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1.Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled . a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2.Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service . In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. 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 Professional Consultant Contracts Exh. D-Insurance Requirements for Professional Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3.Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4.Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Professional Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Revised, 01.01.19 Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID AWARDED TO: ______________________________, hereinafter “Organization” For the purpose of inducing the City of Cupertino (“City”) to enter into any contracts with Organization, or to go forward with any contracts awarded to Organization, I declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers' compensation and labor laws in the State of California. This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof, the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City. If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the Organization shall require its subcontractor to obtain workers' compensation insurance coverage. In the alternative, the Organization shall obtain workers' compensation insurance coverage on behalf of the subcontractor's employees. This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization. The Organization shall defend, indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages, injuries, fees including attorney fees, costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. ______________________________ DATE ______________________________ AUTHORIZED RESPRESENTATIVE Paul Liotsakis Sparkl Sustainable Solutions dba Sparkl Reusables Apr 1, 2026 Revised 2.06.23 Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of . I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino’s contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers’ Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this ____day of ____________, 2026, at , California. ______________________________ PRINT NAME ______________________________ SIGNATURE Paul Liotsakis Sparkl Sustainable Solutions dba Sparkl Reusables April Alameda Paul Liotsakis 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/19/2026 Leonard Adams Insurance,Inc. 9400 SW Beaverton Hillsdale Hwy,Suite 100 Beaverton OR 97005 Pamela Armstrong 503-922-4872 503-292-0044 pamelaa@lacoinsurance.com Mesa Underwriters Specialty SPARKL-001 United Financial Casualty Co 11770SparklSustainableSolutionsLLCDBASparklReusables 621 Taylor Ave Alameda CA 94501 1594103139 2 A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X Y Y MP003600210088400 11/1/2025 11/1/2026 2,000,000 B 1,000,000 X 00599149 1/19/2026 7/19/2026 Certificate holder is included as additional insured as required by written contract.Subject to policy terms,conditions and exclusions. There is no deductible. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 Form_SCTNID_CTGRY.CA05216489_DECPAGE 00599149 R CA15229 INS DECPAGE U POLWHITEFONT 2IDJPMKAMKXLEKG35B4CJNZCLF0001 RPUID TRACWHITEFONT BDF_PCA Policy number: 00599149 Underwritten by: United Financial Cas Co Page of Policy Period: Jan 19, 2026 1 3 - January 2, 2026 Jul 19, 2026 Online Service Make payments, check billing activity, print policy documents, update your policy or check the status of a claim. progressiveagent.com Contact your agent for personalized service. 1-503-296-0077 LEONARD ADAMS For customer service if your agent is unavailable or to report a claim. 1-800-444-4487 BEAVERTON, OR 97005 9400 BEAVERTON HILLSD LEONARD ADAMS Named insured 621 TAYLOR AVENUE SPARKL REUSABLES SPARKL SUSTAINABLE SOLUTIONS, LLC ALAMEDA, CA 94501 Commercial Auto Insurance Coverage Summary This is your revised Renewal Declarations Page Your coverage begins on January 19, 2026 at 12:01 a.m. This policy expires on July 19, 2026 at 12:01 a.m. This coverage summary replaces your prior one. Your insurance policy and any policy endorsements contain a full explanation of your coverage. The policy limits shown for an auto may not be combined with the limits for the same coverage on another auto, unless the policy contract allows the stacking of limits. The policy contract is form 6912 (02/19) . The contract is modified by forms 2852CA (03/24), 4757 (02/19), 1198 (07/16), 8610 (02/19), Z311 (02/19), 4852CA (02/19), 4881CA (02/19) and Z228 (01/11). The named insured organization type is a corporation. Outline of coverage Description Limits Deductible Premium……………………………………………………………………………………………………………………………………………………….. Bodily Injury and Property Damage Liability $1,000,000 combined single limit Liability To Others $859 ……………………………………………………………………………………………………………………………………………………….. Uninsured/Underinsured Motorist $1,000,000 combined single limit 367……………………………………………………………………………………………………………………………………………………….. Rejected --Uninsured Motorist Property Damage……………………………………………………………………………………………………………………………………………………….. Medical Payments $5,000 each person 19……………………………………………………………………………………………………………………………………………………….. See Auto Coverage Schedule Limit of liability less deductible 41Comprehensive ……………………………………………………………………………………………………………………………………………………….. See Auto Coverage Schedule Limit of liability less deductible 70Collision ……………………………………………………………………………………………………………………………………………………….. See Auto Coverage Schedule 34Rental Reimbursement Subtotal policy premium………………………………………………………………………………………………………………………………………………………..$1,390.00……………………………………………………………………………………………………………………………………………………….. Waiver of Subrogation Fee 50.00 ……………………………………………………………………………………………………………………………………………………….. Additional Insured Fee 30.00 ……………………………………………………………………………………………………………………………………………………….. California Vehicle Assessment Fee 0.88 ……………………………………………………………………………………………………………………………………………………….. Total 6 month policy premium and fees $1,470.88 Important information about fees The following additional fees may apply: Late payment fee $10.00 Fee for returned checks or refused payments $20.00 4 Continued Form 6489 CA (05/21) 00599149 R CA15229 INS DECPAGE U POLWHITEFONT 2IDJPMKAMKXLEKG35B4CJNZCLF0001 RPUID TRACWHITEFONT BDF_PCA Policy number: 00599149 SPARKL SUSTAINABLE SOLUTIONS, LLC Page of 2 3 Rated drivers ………………………………………………………………………………………………………………………………………………….. PAUL LIOTSAKIS1.………………………………………………………………………………………………………………………………………………….. MICHELLE LIOTSAKIS2. Auto coverage schedule 2014 TOYOTA RAV4 Stated Amount: * $8,000 (including Permanently Attached Equip) VIN: 2T3YL4DV9EW002775 Garaging Zip Code: 94501 Radius: 300 miles Personal use: Y Body type: Sport Utility Vehicle 1. Liability Premium ……………………………………………………………………………………………………………………………………………… Liability Premium $859 UM/UIM Premium $367 Med Pay Premium $19 Physical Damage ………………………………………………………………………………………………………………………………………………Premium Comp Deductible $1,000 Comp Premium $41 Collision Deductible $1,000 Collision Premium $70 Other Coverages ………………………………………………………………………………………………………………………………………………Premium Rental Limit $40 per day Rental Premium $34 $1,390 Auto Total Max $1,200 *A vehicle's stated amount should indicate its current retail value, including any special or permanently attached equipment. In the event of a total loss, the maximum amount payable is the lesser of the Stated Amount or Actual Cash Value, less deductible. Be sure to check stated amount at every renewal in order to receive the best value from your Progressive Commercial Auto policy. Premium discount ………………………………………………………………………………………………………………………………………………………..Policy 00599149 Multi-Product Additional Insured information ……………………………………………………………………………………………………………………………………………….. Additional Insured CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 1. ………………………………………………………………………………………………………………………………………………..Additional Insured City of San Leandro 835 East 14th Street San Leandro, CA 94577 2. Waiver of Subrogation information Waiver of Subrogation ……………………………………………………………………………………………………………………………………………….. CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 1. Waiver of Subrogation ……………………………………………………………………………………………………………………………………………….. City of San Leandro 835 East 14th Street San Leandro, CA 94577 2. Important Notice For your protection California law requires the following to appear on this form. Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. 4 Continued Form 6489 CA (05/21) 00599149 R CA15229 INS DECPAGE U POLWHITEFONT 2IDJPMKAMKXLEKG35B4CJNZCLF0001 RPUID TRACWHITEFONT BDF_PCA Policy number: 00599149 SPARKL SUSTAINABLE SOLUTIONS, LLC Page of 3 3 Company officers President Secretary Form 6489 CA (05/21) Form_SCTNID_CTGRY.XX07161198_POLEND 00599149 Q CA15229 INS POLEND U POLWHITEFONT D5HB32Q5PGHWUPO64AILZEXT5D0005 RPUID TRACWHITEFONT BDF_PCA Policy number: 00599149 Underwritten by: United Financial Cas Co Insured: SPARKL SUSTAINABLE SOLUTIONS, LLC November 17, 2025 Policy Period: Jan 19, 2026 - Jul 19, 2026 Mailing Address United Financial Cas Co PO Box 94739 Cleveland, OH 44101 For customer service, 24 hours a day, 7 days a week 1-800-444-4487 BEAVERTON, OR 97005 9400 BEAVERTON HILLSDALE HWY#100 LEONARD ADAMS 621 TAYLOR AVENUE SPARKL REUSABLES SPARKL SUSTAINABLE SOLUTIONS, LLC ALAMEDA, CA 94501 Additional insured endorsement Name of Person or Organization CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 This endorsement modifies insurance provided under the commercial auto policy and any endorsements thereto affording liability coverage. The person or organization named above is an insured with respect to such liability coverage as is afforded by the policy, but this insurance applies to said insured only as a person liable for the conduct of another insured and then only to the extent of that liability. We also agree with you that insurance provided by this endorsement will be primary for any power unit specifically described on the Declarations Page and showing liability coverage. Limit of Liability Bodily Injury Not applicable Property Damage Not applicable Combined Liability $1,000,000 each accident All other terms, limits and provisions of this policy remain unchanged. This endorsement applies to Policy Number: 00599149 Issued to (Name of Insured): SPARKL SUSTAINABLE SOLUTIONS, LLC SPARKL REUSABLES Effective date of endorsement: Policy expiration date: January 19, 2026 July 19, 2026 Form 1198 (07/16) AUTOMATIC STATUS / BLANKET Any Location (s) as required by a written contract with the Additional Insured, Person (s) or Organization (s) scheduled on this endorsement. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations MP003600210088400 A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. © Insurance Services Office, Inc., 2012CG 20 10 04 13 Page 1 of 2 Insured Copy C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012CG 20 10 04 13 Page 2 of 2 Insured Copy © Insurance Services Office, Inc., 2012CG 20 01 04 13 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Insured Copy Person(s) or Organization(s) including Mailing Address: 30-Day Notice of Cancellation For Any Reason Other Than Non-Payment of Premium Where State Mandates Apply or Non-Renewal – for the City of Cupertino MESA UNDERWRITERS SPECIALTY INSURANCE COMPANY Policy Number: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NON-RENEWAL – CERTIFICATE HOLDERS This endorsement modifies insurance provided under the following: THIS ENDORSEMENT APPLIES TO ALL COVERAGE PARTS SCHEDULE MP003600210088400 The Person(s) or Organization(s) listed or described in the SCHEDULE above have requested that they receive written notice of cancellation or non-renewal when this policy is cancelled or non-renewed by us for any reason other than non-payment. We will endeavor to mail or deliver ___ days written notice to the Person(s) or Organization(s) listed or described in the SCHEDULE. The notification of cancellation or non-renewal of the policy is solely for the purpose of informing the Person(s) or Organization(s) shown in the SCHEDULE the effective date of cancellation or non-renewal and does not grant, alter, or extend any rights or obligations under this policy. Our failure to provide such notification to the Person(s) or Organization(s) shown in the SCHEDULE will not extend any policy cancellation or non-renewal date nor impact or negate any cancellation or non-renewal of the policy. This endorsement does not entitle the Person(s) or Organization(s) listed or described in the SCHEDULE above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. 30 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 1 of 1MUS 01 01 10045 0120 Insured Copy City of Cupertino 10300 Torre Avenue Cupertino CA 95014 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: MP003600210088400 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-com- pleted operations hazard". This waiver applies only to the person or organization shown in the Schedule above. © Insurance Services Office, Inc., 2008CG 24 04 05 09 Page 1 of 1 Insured Copy