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26-080 Wordly Technology Software-As-A-Service (Saas) Agreement for Wordly Portal
Page 1 of 9 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND WORDLY, INC. FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the City of Cupertino, a California municipal corporation ("City"), and Wordly, Inc. a Corporation whose address is 280 2nd St., Ste. 250, Los Altos, CA 94022-3692 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City Wordly, Inc., for Wordly Portal relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is 1 Year, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’s appropriate department head or the City Manager may extend the Term 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. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary or use of the Services, in hard copy Page 2 of 9 form or online (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. C. Registration. Prior to using the Services, City shall identify the administrative users for its account (“Administrators”). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other Page 3 of 9 interest in or to the Services, the Software, or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy, or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface Page 4 of 9 with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed $7,487.95. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount Wordly Premium Account Set-up & Training & Wordly Small Two Wordly Languages, payable to SHI International reseller 7,487.95 - 7,487.95 City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other Page 5 of 9 right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of thi s provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software provider agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees, and volunteers from and against any and all liability, claims, actions, causes of action, or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or subcontractors, except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other costs and fees of litigation. Provider agrees to obtain executed indemnity agreements with provisions identical Page 6 of 9 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. The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all services required under this Agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. Page 7 of 9 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 Attention: Teri Gerhardt TO SOFTWARE PROVIDER: Wordly, Inc. 280 2nd St., Ste 250 Los Altos, CA 94022-3692 Attention: Brandon Carter 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and in addition to any other remedy available to the City by law, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and Page 8 of 9 paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the SLA. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Service Level Agreement, Exhibit, associated instrument, or agreement executed by the Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. Page 9 of 9 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ MICHAEL K. WOO Senior Assistant City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER Wordly, Inc. By ___________________ Title ___________________ Date __________________ CEO 05/26/2026 Michael K Woo Teri Gerhardt CTO 05/28/2026 Lauren Sapudar 05/29/2026 Scope of Work: Wordly Onboarding & Training 1. Clear Deliverables •Configured Wordly Portal: Full creation and custom configuration of the client portal,including default settings optimized for the City’s specific use cases. •Technical Audio Confirmation: A formal validation of the City’s documented audioworkflow to ensure the audio feed is successfully captured by the Wordly platform. •Resource Package: Provision of best practices documentation, glossary developmentguides, and attendee access templates (QR code/Web link instructions). 2. Timeline & Milestones •Phase 1: Portal Provisioning & Configuration: Account access granted and defaultsettings established. •Phase 2: Admin Onboarding: 45-minute session with a Customer Success Specialist(CSS). •Phase 3: Operational Readiness: Handover of the platform for the City's first live eventfollowing successful audio confirmation. 3. Roles & Responsibilities (Vendor) •Account Setup: Configuring the portal settings per the City’s preferences. •Onboarding: Conducting a 45-minute walkthrough of portal management, sessioncreation, and live controls. •Technical Guidance: Advising on Glossary development to ensure accurate translation ofCity-specific terminology and names. 4. City Responsibilities •Account Initiation: Creating the Wordly account prior to the scheduled onboarding andtraining call. •Audio Infrastructure: Ensuring a stable internet connection and a complete audio floorfeed from the source audio system/DSP to the Wordly platform based on thedocumented workflow. •Hardware Provisioning: Providing the laptop or machine on which Wordly will operate(via Web-Application) and any interface hardware needed to ingest the audio feed fromthe City's Audio System/DSP. EXHIBIT A • Coordination: Scheduling the training and onboarding call with the Wordly Customer Success team. • Personnel: Identification of a primary administrator to manage the portal and attend the Customer Success onboarding and training call. 5. Scope Limits • Onboarding: Includes one (1) 45-minute session for the primary account admins. • Testing: Includes one (1) 60-minute live testing window (Subject to availability; 72 hours notice required). • Session Management: City staff are responsible for the actual operation of Wordly sessions during their specific events. 6. Support & Post-Training Assistance • Standard Support (Non-Urgent): Email support for general inquiries and account management available Monday–Friday, 9:00 AM – 5:00 PM EST. • Urgent Technical Support: Dedicated phone support available 24/7/365 for mission-critical issues during live sessions. 7. Acceptance Criteria • System Verification: The City confirms the Wordly portal is accessible and configured to their preferred defaults. • Technical Validation: Successful confirmation that the City-provided hardware and audio feed are successfully reaching the Wordly platform. • Training Completion: Completion of the 45-minute Customer Success onboarding and training call. • Handoff & Sign-off: The Wordly Customer Success Manager will provide a formal wrap-up communication confirming the completion of onboarding and training. This communication will include the delivery of any requested assets and confirmation of any pending next steps to ensure the City is prepared for live operation. Exhibit B - Insurance Requirements for SaaS Agreements 1 Version: May 2025 Software Provider shall procure 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. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES 1.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. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. Not required. Software Provider has provided written verification of no employees. 2.Commercial General Liability: Coverage shall be at least as broad as Insurance Services Office Form CG 00 01 with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate, and $2,000,000 products and completed operations 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 Software Provider’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 Agreement. 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. 3.Automobile Liability Coverage shall be provided using ISO CA 00 01 (or equivalent) covering any auto (Code 1), or if Software Provider has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limits no less than $1,000,000 each accident for bodily injury and property damage. Ξ Not required. Software Provider shall be fully remote and not use automobiles to provide the service. In the event Software Provider 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 Software Provider 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. Software Provider has provided written confirmation that it does not own any autos. Software Provider 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 Software Provider uses an owned automobile or Exhibit B: Insurance Requirements and Proof of Insurance Exhibit B - Insurance Requirements for SaaS Agreements 2 Version: May 2025 automobiles in the operation of its business to provide services under this Agreement, the Software Provider 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). In lieu of Business Automobile Liability, Software Provider 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. 4. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability, Automobile Liability, and Cyber 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 both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: 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 Software Provider’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 Software Provider 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. Exhibit B - Insurance Requirements for SaaS Agreements 3 Version: May 2025 Waiver of Subrogation: Software Provider 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, Cyber Liability, and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, 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. 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. Absence of Insurance Coverage: City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. Verification of Coverage: Software Provider shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Software Provider’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors: Software Provider shall require and verify that all subconsultants maintain insurance required herein, and Software Provider shall ensure that City is an additional insured on subconsultant’s insurance policies. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits: If Software Provider 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 Software Provider. 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. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. ! $# $ &%'()"*#%+,$-./'+,$-.-%01/'%2& %' %' % ' %$' %' %%' %('"# $3 & %"# $3%(( "# $3%)" 3"%#( $% & +&&,,3333/ +&&,,3333/# % 3 % $% $#&"% #" #3%5 3#(#"% #, #$ #,!%*$ %+$#676-88919.:;<=>;?@ABC=8D<=->;EF=;11;BC=89G>.?=AH;B=9A?=ID9?=8/ *#J%%"%% !% K L M NO L N NP QRSSTUUVWSVX P WYRWVZVU[RWX L N \ ] LMM M N _M MM M LO NO MM] K _L NM LP QQSS`aVWbX ]PVUZVU[RWX L N K ]PVUQSS`aVWbX L N N Oc M L N NPVUQSS`aVWbX L K NO MM M L L KON dd K ddN N O L[SU`gVTWaVU ddN N O NgVhRi %+/((#j$#!%j% &&%$ j%% 3 3,,.?E9:*/ *# 3#( *% #!%%$ %"# $% %$$% *%%)" # % *%%#(-# $% %% $$#$% * *%"# $3"#!#l K K NN N cK NN K N K c KN M m f K c K N NN f K N K N N K NN] NN K Nd NNKc K Nd$% ($ %#( $%#%# $# %$# $ % %% *% j %+/- !%#"# $%- *%$% ($ %*# %lG1C=B=?19G9B;1=C.<8=?9A;: # %-1C=H.<9BE+9=A/>DA1C;n= # %H?.n9A9.:A.?# !%-ADFo=B11.1C=1=?>A;:8B.:8919.:A.G1C=H.<9BE-B=?1;9:H.<9B9=A>;E?=ID9?=;:=:8.?A=>=:1l8.=A:.1B.:G=??9pC1A1.1C=B=?19G9B;1=C.<8=?9:<9=D.GADBC=:8.?A=>=:1+A/l$% ($ % & %' %!# & %' # % $$% # LLLLL +x7s/wxw2svs7 +x7?8<E-:Blt:81- :91tu7<1.A-$rx7tt ) ) z76wvtz7r7 6t,6,t7tu 6t,6,t7tv) ) z76wvtz7r7 6t,6,t7tu 6t,6,t7tv) z7rtrwux7s 6t,6,t7tu 6t,6,t7tv67-777 %#7tx7vsuvw6 t,6t,t7tv pp 9>91?19:.-91A$91E$.D:B9<-.GG9B=?A-.GG9B9;<A-=>H<.E==A-;p=:1A-;:8n.<D:1==?A;?=;88919.:;<9:AD?=8A.:H?9>;?E;:8:.:2B.:1?9F.?A=>=:1l ;9n=?.GADF?.p;19.:;HH<9=AH=?;11;BC=8=:8.?A=>=:1l.G$DH=?19:.77 .??=n= =?n9B=A-:Blu7w627sw7 9:G.|CC9:AD?=lB.>!;<<=E(.?p=:Al$. :8=?y?91=?A;1 <.E8A .:8.: t,6t,t7tz ))) SB146932G (Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.a.Primary –Noncontributory provision 1.b.Definition of "written contract" 2.Additional Insured –Extended Coverage II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Fellow Employee First Aid E.Legal Liability –Damage to Premises F.Personal and Advertising Injury –Discrimination or Humiliation G.Personal and Advertising Injury –Broadened Eviction H.Waiver of Subrogation –Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,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, subject to the following additional exclusions: 1.The insurance afforded the vendor 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; 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 SB146932G (10-19)Page 1 of 7 Copyright,CNA All Rights Reserved. POLICY NUMBER: 7013627090 SB146932G (Ed.10-19) 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: (1)The exceptions contained in Subparagraphs d.or f.;or (2)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. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract." 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract;" b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury,""property damage"or "personal and advertising injury"as co- owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for "bodily injury,""property damage,"or "personal and advertising injury"as grantor of a franchise to you. SB146932G (10-19)Page 2 of 7 Copyright,CNA All Rights Reserved. 00 0 2 0 0 0 9 0 7 0 1 3 6 2 7 0 9 0 9 5 5 6 SB146932G (Ed.10-19) d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury,""property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of that specific part of the land leased to you,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by, on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury,""property damage"or "personal and advertising injury" arising out of the ownership,maintenance or use of such part of the premises leased to you,and provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. g.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,or receiver's liability for "bodily injury,""property damage"or "personal and advertising injury"arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury,""property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which this insurance applies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs, awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or (2)The permitted or authorized operations performed by you or on your behalf.But the coverage granted by this paragraph does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b)"Bodily injury"or "property damage"included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19)Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury,""property damage,"or "personal and advertising injury"caused by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Such additional insured is an insured solely for "bodily injury,""property damage"or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury,""property damage,"or "personal and advertising injury"arising out of the rendering or failure to render any professional services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured for such "bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1.With respect only to additional insured coverage provided under paragraphs A.and B.above: a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: (1)Is currently in effect or becomes effective during the term of this policy;and (2)Was executed prior to: (a)The "bodily injury"or "property damage;"or (b)The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2.With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a.An individual,then his or her spouse is an insured; SB146932G (10-19)Page 4 of 7 Copyright,CNA All Rights Reserved. 00 0 2 0 0 0 9 0 7 0 1 3 6 2 7 0 9 0 9 5 5 7 SB146932G (Ed.10-19) b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds; d.An organization other than a partnership,joint venture or limited liability company,then its executive officers,directors and shareholders are insureds;or e.Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations.Furthermore,employees of additional insureds are not insureds with respect to liability arising out of: (1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3)Providing or failing to provide professional health care services. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form.If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A.Bodily injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury"is deleted and replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense, claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19)Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) D.Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee"or "volunteer worker"that becomes necessary while your "employee"is performing duties in the conduct of your business.Your "employees"are hereby insureds for such services.But the insured status conferred by this provision does not apply to "employees"whose duties in your business are to provide professional health care services or health examinations. E.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,is replaced by the following: 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; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in 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. 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 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of 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 – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products- completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added,and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g,h,i,k,l,m,n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19)Page 6 of 7 Copyright,CNA All Rights Reserved. 00 0 2 0 0 0 9 0 7 0 1 3 6 2 7 0 9 0 9 5 5 8 SB146932G (Ed.10-19) 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You Limit.The Damage to Premises Rented to You Limit is the greater of: a.$1,000,000;or b.The Damage to Premises Rented to You Limit shown in the Declarations. F.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury"is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury"is amended to delete Paragraph c.and replace it with the following: 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. H.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19)Page 7 of 7 Copyright,CNA All Rights Reserved. 27F5 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/08/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AON RISK SERVICES SOUTH INC 3550 LENOX ROAD NORTHEAST SUITE 1700 ATLANTA GA 30326 CONTACT NAME: Aon Risk Services, Inc of Florida PHONE (A/C, No, Ext): 833-506-1544 FAX (A/C, No): EMAIL ADDRESS: work.comp@trinet.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Indemnity Insurance Company of North America 43575 INSURED TriNet Group, Inc. L/C/F Wordly, Inc. 1 Park Place, Suite 600 Dublin, CA 94568-7983 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 15958314 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRI BED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION $ A WORKERS COMPENSATION Y / N N AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X WLR_C73249089 01/01/2026 07/01/2026 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is re quired) Workers Compensation coverage is limited to worksite employees of Wordly, Inc. through a co -employment agreement with TriNet HR XI, Inc. Waiver of subrogation in favor of CITY OF CUPERTINO, and [AddlCompany] as respects of job performed by Wordly, Inc. as required by written contract. A 30 day notice of cancellation is endorsed to the policy for the CITY OF CUPERTINO. CERTIFICATE HOLDER CANCELLATION CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group, Inc. L/C/F Wordly, Inc. 1 Park Place, Suite 600 Dublin, CA 94568-7983 Endorsement Number Policy Number Symbol: WLR Number: C73249089 Policy Period 01/01/2026 TO 07/01/2026 Effective Date of Endorsement 05/20/2026 Issued By (Name of Insurance Company) Indemnity Insurance Company of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: INCLUDED ___________________________________ Authorized Representative WC 90 03 75 (05/18) Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group, Inc. L/C/F Wordly, Inc. 1 Park Place, Suite 600 Dublin, CA 94568-7983 Endorsement Number Policy Number Symbol: WLR Number:C73249089 Policy Period 01/01/2026TO 07/01/2026 Effective Date of Endorsement 05/20/2026 Issued By (Name of Insurance Company) Indemnity Insurance Company of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below (the “Schedule”). You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. C. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. D. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. E. We may arrange with your representative to send such notice in the event of any such cancellation. F. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physical address of the persons or organizations listed in the Schedule. G. This endorsement does not apply in the event that you cancel the Policy. SCHEDULE Name of Certificate Holder E-Mail Address Physical Address CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 All other terms and conditions of this Policy remain unchanged. This endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, N M, TX and WI. ____________________________________ Authorized Representative WC 99 03 71 (01/11) Page 1 of 1 Wordly, Inc., for Wordly Portal Final Audit Report 2026-05-29 Created:2026-05-27 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAmzkGrTfL6jQr1T6oFAOqasVk6jm-mhZY "Wordly, Inc., for Wordly Portal" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-05-27 - 3:15:11 PM GMT- IP address: 35.229.54.2 Document emailed to marilynp@cupertino.org for approval 2026-05-27 - 3:20:03 PM GMT Email viewed by marilynp@cupertino.org 2026-05-27 - 3:20:12 PM GMT- IP address: 100.26.238.113 Signer marilynp@cupertino.org entered name at signing as Marilyn Pavlov 2026-05-27 - 3:54:57 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-05-27 - 3:54:59 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to aracelia@cupertino.org for approval 2026-05-27 - 3:55:02 PM GMT Email viewed by aracelia@cupertino.org 2026-05-27 - 3:55:11 PM GMT- IP address: 54.210.50.89 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-05-27 - 3:58:21 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-05-27 - 3:58:23 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Lakshman Rathnam (lakshman@wordly.ai) for signature 2026-05-27 - 3:58:25 PM GMT Email viewed by Lakshman Rathnam (lakshman@wordly.ai) 2026-05-27 - 3:59:16 PM GMT- IP address: 172.226.212.24 Document e-signed by Lakshman Rathnam (lakshman@wordly.ai) Signature Date: 2026-05-27 - 4:04:28 PM GMT - Time Source: server- IP address: 73.170.53.167 - Signature Appearance Selected: IMAGE Document emailed to michaelw@cupertino.org for signature 2026-05-27 - 4:04:31 PM GMT Email viewed by michaelw@cupertino.org 2026-05-27 - 4:04:40 PM GMT- IP address: 34.207.156.156 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-05-28 - 9:35:11 PM GMT- IP address: 98.33.114.31 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-05-28 - 9:35:13 PM GMT - Time Source: server- IP address: 98.33.114.31 - Signature Appearance Selected: TYPE Document emailed to terig@cupertino.org for signature 2026-05-28 - 9:35:15 PM GMT Email viewed by terig@cupertino.org 2026-05-28 - 9:35:26 PM GMT- IP address: 54.205.87.93 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-05-28 - 9:58:37 PM GMT- IP address: 64.165.34.3 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-05-28 - 9:58:39 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-05-28 - 9:58:42 PM GMT Email viewed by laurens@cupertino.org 2026-05-28 - 9:58:49 PM GMT- IP address: 98.91.28.209 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-05-29 - 4:46:28 AM GMT- IP address: 90.116.206.27 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-05-29 - 4:46:30 AM GMT - Time Source: server- IP address: 90.116.206.27 - Signature Appearance Selected: MOBILE_TYPE Agreement completed. 2026-05-29 - 4:46:30 AM GMT