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26-086 Cotton Shires & Assoc, Inc for Geotechnical, Geologic and Engineering Consulting Services
Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH Cotton Shires & Assoc, Inc 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Cotton Shires & Assoc, Inc (“Contractor”) a Corporation for Geotechnical, Geologic and Engineering Consulting Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City’s Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City’s best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 2.3 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 Term. This Agreement begins on the Effective Date and ends on June 30, 2031 (“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. Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 2 of 9 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $200,000.00 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement 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. Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 3 of 9 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this 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 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: Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 4 of 9 (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to 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 will be considered an assignment of the Agreement and subject to City approval. 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 (except for claims alleging professional liability), and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and Contractors (“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 reasonable 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 Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 5 of 9 manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Willful misconduct or negligent acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of 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 (except for claims alleging professional liability) 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, 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 C, 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. Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 6 of 9 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS,) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with 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 Contractor's employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Jenn Chu as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns John Wallace as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City’s project manager about the status, progress and any delays with the work. City’s written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 7 of 9 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. 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 Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 8 of 9 required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 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 To Contractor: Cotton Shires & Assoc, Inc 330 Village Lane Los Gatos CA 95030-7218 Attention: John Wallace Email: jwallace@cottonshires.com Attention: :Jenn Chu Email: jennc@cupertino.org 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. Master Professional/Specialized Services Agreement/ Rev. April 2024 Geotechnical, Geologic and Engineering Consulting Services Page 9 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Title Date COTTON SHIRES & ASSOC, INC By Name Title Date APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: LAUREN SAPUDAR City Clerk Date John Wallace Principal Engineering Geologist Jun 8, 2026 Michael K Woo Chad Mosley Director of Public Works Jun 8, 2026 Lauren Sapudar Jun 8, 2026 EXHIBIT A SERVICES TO BE PROVIDED The City of Cupertino has requested a description of the scope of geotechnical services that we can provide to City staff. Our primary proposed services include peer review of geologic and geotechnical reports submitted in support of development applications, conducting field inspections, advising City staff regarding technical issues, and providing emergency technical response services. We are very familiar with investigation requirements resulting from the Seismic Hazard Mapping Act (SHMA). We understand that geotechnical review services will include addressing proposed development projects within Fault Rupture Hazard Zones, State mapped Landslide and Liquefaction Hazard Zones and other projects as directed by the City. We have provided the above services to the City since 1980, and we are very interested in continuing our professional relationship with the City. Our Schedule of Charges for Geotechnical Peer Review Services is attached. Cotton, Shires and Associates (CSA) specializes in the detection, description, and evaluation of geologic and geotechnical hazards, and the application of this knowledge to sound land-use planning, development, and remediation. Our primary proposed services to the City would be the completion of geologic and geotechnical peer review services for new buildings or residential construction projects. We propose to provide geotechnical services to the City of Cupertino out of our Los Gatos office which has a staff including 14 professional engineers and geologists. We have developed our peer review procedure to allow completion of a formal conclusions and recommendations letter within a 10-working day turn around period from receipt of documents. In addition to providing peer review services, CSA is available to perform a range of engineering, geologic and geotechnical engineering services for the community. These services include completion of design-level investigations for municipal projects, construction inspection, field and laboratory testing services, litigation support, and assistance in the preparation of environmental impact documentation (meeting CEQA requirements). We also have significant experience providing emergency response to major landslide events and earthquakes. We have helped the communities of Daly City, Pacifica, San Bruno, Portola Valley, and Fremont respond to major landslide events. In addition, we have completed inspection and evaluations of over 300 residences damaged from the 1989 Loma Prieta earthquake as a key technical member of the Santa Cruz County Earthquake Recovery Work Unit. Multiple members of our staff are trained Disaster Service Workers under the Cal OES Safety Assessment Program. We offer the City a 10 percent discount off of current Schedule of Charges for Professional Services for projects that require investigation and design. COTTON, SHIRES AND ASSOCIATES, INC. Cotton, Shires and Associates, Inc. FY 2026-2027 On Call Geotechnical Peer Review Consultation Fees* City of Cupertino Personnel Charges Principal Geologist/Engineer $220/hr Supervising Geologist/Engineer $200/hr Senior Geologist/Engineer $160/hr Staff Geologist/Engineer $155/hr Staff Support/Clerical $85/hr Mileage $0.725/mile** *Fees will be updated annually based on local CPI **Mileage will be billed at the 2026 standard IRS business rate of 72.5 cents per mile, or the rate at the time of travel if different.. City of Cupertino Master Agreement Service Order Exhibit B CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. Master Agreement Contract #: Maximum Compensation: Consultant: MA Date: MA End Date: Ph: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget : Master Agreement Maximum Compensation: Total Previously Encumbered to Date: Encumbrance this Service Order: Master Agreement Unencumbered Balance: Approvals Signatures: Consultant/ Contractor Manager/ Supervisor: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date: Management Analyst Firm Name: Address: Contact: SO Acc't #: Project #: PO #: Date: Insurance Requirements for Professional/Specialized Services Agreement 1 Version: May 2025 Contractor 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. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 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, $2,000,000 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 Contractor'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 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 Form Number CA 00 01 (or equivalent) covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned autos (Code 9), 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 EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement 2 Version: May 2025 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). 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 Contractor 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 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 Contractor’s CGL and automobile liability policies. General Liability coverage shall be in the form of an endorsement to Contractor’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, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms, if a later edition is used. Primary and Non-Contributory Coverage Except for Workers’ Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary with coverage at least as broad as the most recent edition of ISO CG 20 01 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Contractor’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 Contractor 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 Contractor waives any right to subrogation against City/Additional Insureds for recovery of damages to the Insurance Requirements for Professional/Specialized Services Agreement 3 Version: May 2025 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 for all work performed by Contractor, 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 Contractor 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 Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City retains the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance required herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits If Contractor 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 Contractor. 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. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/2/2026 License # 0E67768 (925) 249-7958 13056 Cotton, Shires and Associates, Inc. 646 University Avenue Los Gatos, CA 95032 A 2,000,000 PSB0006677 2/1/2026 2/1/2027 1,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A PSA0002275 2/1/2026 2/1/2027 4,000,000A PSE0002888 2/1/2026 2/1/2027 4,000,000 A PSW0003773 2/1/2026 2/1/2027 1,000,000 1,000,000 1,000,000 A Professional Liab. RDP0061202 2/1/2026 Per Claim 2,000,000 A Professional Liabi. RDP0061202 2/1/2026 2/1/2027 Aggregate 4,000,000 All operations of the Named Insured. General Liability: Please see Additional Insured Endorsement attached; such coverage is Primary & Non-Contributory, with Waiver of Subrogation and Per Project Aggregate included, as required by written contract. Auto Liability: Please see Additional Insured Endorsement attached, as required by written contract. Workers' Compensation: Waiver of Subrogation is included as per attached Waiver of Subrogation Endorsement, as required by written contract. GENERAL LIABILITY & AUTO LIABILITY ADDITIONAL INSURED INCLUDES THE FOLLOWING PERSON(S) OR ORGANIZATION(S): The City of Cupertino, its City Council, officers, officials, employees, and authorized agents, servants and authorized designated volunteers and/or as SEE ATTACHED ACORD 101 City of Cupertino 10300 Torre Avenue Cupertino, CA 95032 COTTSHI-01 MICHAELA IOA Insurance Services4301 Hacienda Dr Ste 220Pleasanton, CA 94588-2711 Andrea Michael Andrea.Michael@ioausa.com RLI Insurance Company X 2/1/2027 X X X X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. IOA Insurance Services COTTSHI-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance License # 0E67768 1 SEE P 1 Cotton, Shires and Associates, Inc.646 University AvenueLos Gatos, CA 95032 SEE PAGE 1 MICHAELA 1 Description of Operations/Locations/Vehicles: required by written contract. General Liability Deductible: $0. Auto Liability Deductible: Comp $500/Coll $500. Excess Liability Deductible: $0. Worker's Compensation: $0. Professional Liability deductible per claim is $70,000. 30-day notice of cancellation is included per the policy provisions. Policy Number:RLI Insurance Company Named Insured: PPA 300 03 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair – Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage – Loss Of Use L. Hired Car – Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition – Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition – Railroad Easement Q. Coverage Extensions – Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage &RWWRQ6KLUHVDQG$VVRFLDWHV,QF 36$ C. Blanket Additional Insured . Blanket Waiver Of Subro ation PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any “employee” of yours is an “insured” while using a covered “auto” you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the “bodily injury” or “property damage” occurs is an “insured” for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an “insured” under the Who Is An Insured provision contained in SECTION II – COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured’s own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the “bodily injury” or “property damage” occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV – BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any “accident” or “loss”, provided that the “accident” or “loss” arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An “employee” of yours is an “insured” while operating an “auto” hired or rented under a contract or agreement in that “employee's” name, with your permission, while performing duties related to the conduct of your business. 2.Changes In General Conditions: Paragraph 5.b.of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b.For Hired Auto Physical Damage Coverage, the following are deemed to be covered “autos” you own: (1) Any covered “auto” you lease, hire, rent or borrow; and (2) Any covered “auto” hired or rented by your “employee” under a contract in that individual “employee's” name, with your permission, while performing duties related to the conduct of your business. However, any “auto” that is leased, hired, rented or borrowed with a driver is not a covered “auto”. F. Fellow Employee Coverage SECTION II – COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total “loss” to a covered “auto” shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered “auto”, less: 1.The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2.Any: a.Overdue lease/loan payments at the time of the “loss”; C. Blanket Additional Insured . Blanket Waiver Of Subro ation 5(&29(5)520 ʝʝʝʝ 5/,,QVXUDQFH&RPSDQ\ $OOSHUVRQVRURUJDQL]DWLRQVWKDWDUHSDUW\WRDFRQWUDFWWKDW UHTXLUHV\RXWRREWDLQWKLVDJUHHPHQWSURYLGHG\RXH[HFXWHG WKHFRQWUDFWEHIRUHWKHORVV -REVSHUIRUPHGIRUDQ\SHUVRQRURUJDQL]DWLRQWKDW\RX KDYHDJUHHGZLWKLQDZULWWHQFRQWUDFWWRSURYLGHWKLV DJUHHPHQW 36: &RWWRQ6KLUHVDQG$VVRFLDWHV,QF ¤2001 National Council on Compensation Insurance, Inc. POLICY INFORMATION PAGE ENDORSEMENT The following item(s) Insured’s Name (WC 89 06 01) Insured’s Mailing Address (WC 89 06 05) Producer’s Name (WC 89 06 07) Insured’s Legal Status (WC 89 06 10) Premium change from taxes, fees and/or surcharges: Classifications Total Estimated Annual of Estimated Annual Premium All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by ________________________________ WC 89 06 00B (Ed. 7-01) x Add PPK 2108 05 11 RLIPack Notice Of Cancellation Or Nonrenewal - Designated Person Or Organization per attached. $0.00 12-09-2024 PSW0003773 Included Cotton, Shires and Associates, Inc. RLI Insurance Company Policy Number: RLI Insurance Company Named Insured: PPK 2108 05 11 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® NOTICE OF CANCELLATION OR NONRENEWAL – DESIGNATED PERSON OR ORGANIZATION Schedule Designated Person or Organization: Email Address: US Mail Address: If we cancel or chose to nonrenew this policy for any reason other than nonpayment of premium we will provide written notice at least (___) days before the effective date of the cancellation or nonrenewal to the designated person or organization in the above schedule. Such notice will be sent via the US mail address or E-mail address listed above. Proof of mailing or e-mailing will be sufficient proof of notice. PSW0003773 Cotton, Shires and Associates, Inc. City of Cupertino 10300 Torre Avenue Cupertino, CA 95032 30 Policy Number: RLI Insurance Company PPK 2103 06 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® CHANGE ENDORSEMENT Policy Number: Additional Premium: $______________ Named Insured: Return Premium: $______________ No Premium Change Endorsement Effective Date (12:01 a.m.):3UHPLXP FKDQJHIURPWD[HVIHHVDQGRUVXUFKDUJHV It is understood and agreed that this policy is amended as follows: 3UHPLXPFKDQJHQRWHGRQWKLVIRUPLVIRUWKLVSROLF\WHUPRQO\ $Q\DWWDFKHGGRFXPHQWVPD\LQFOXGHSUHPLXPDPRXQWVWKDWDUHDQQXDOL]HG ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSA0002275 PSA0002275 Cotton, Shires and Associates, Inc. X 12/09/2024 $0.00 Add PPK 2108 05 11 RLIPack Notice Of Cancellation Or Nonrenewal - Designated Person Or Organization per attached. Policy Number: RLI Insurance Company Named Insured: PPK 2108 05 11 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® NOTICE OF CANCELLATION OR NONRENEWAL – DESIGNATED PERSON OR ORGANIZATION Schedule Designated Person or Organization: Email Address: US Mail Address: If we cancel or chose to nonrenew this policy for any reason other than nonpayment of premium we will provide written notice at least (___) days before the effective date of the cancellation or nonrenewal to the designated person or organization in the above schedule. Such notice will be sent via the US mail address or E-mail address listed above. Proof of mailing or e-mailing will be sufficient proof of notice. PSA0002275 Cotton, Shires and Associates, Inc. City of Cupertino 10300 Torre Avenue Cupertino, CA 95032 30 Policy Number: RLI Insurance Company PPK 2103 06 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® CHANGE ENDORSEMENT Policy Number: Additional Premium: $______________ Named Insured: Return Premium: $______________ No Premium Change Endorsement Effective Date (12:01 a.m.):3UHPLXPFKDQJHIURPWD[HVIHHVDQGRUVXUFKDUJHV It is understood and agreed that this policy is amended as follows: ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSB0006677 PSB0006677 Cotton, Shires and Associates, Inc.X Add PPK 2108 05 11 RLIPack Notice Of Cancellation Or Nonrenewal - Designated Person Or Organization per attached. 12/09/2024 $0.00 Premium change noted on this form is for this policy term only. ny attached documents may include premium amounts that are annualized. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED PPB 111 06 10 Page 1 Policy Number: PSB0006677 RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESSOWNERS SUPPLEMENTAL DECLARATIONS – BUILDING AND LOCATIONS COVERAGES Businessowners Declarations PPB100 is amended to include: Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Effective Date: 12/09/2024 Location Address:646 University Avenue Los Gatos, CA 95030 Location: Primary Location Building: Building #1 Deductible: $500 Equipment Breakdown Deductible:$500 BUILDING AND PERSONAL PROPERTY LIMITS OF INSURANCE Building Replacement Cost $0 Business Personal Property Replacement Cost $200,000 Location Level Additional Coverages Limits of Insurance Building Limit – Automatic Increase 4% Outdoor Property $10,000 Outdoor Signs Included in Limit of Insurance Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income Waiting Period 0 Hour Waiting Period Extended Business Income 90 Days Utility Services – Direct Damage $25,000 Utility Services – Time Element $25,000 Water Backup and Sump Overflow $25,000 Equipment Breakdown Included ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED PPB 111 06 10 Page 2 Effective Date: 12/09/2024 Location Address:6417 Dogtown Road San Andreas, CA 95249 Location: Location #2 Building: Building #1 Deductible: $500 Equipment Breakdown Deductible:$500 BUILDING AND PERSONAL PROPERTY LIMITS OF INSURANCE Building Replacement Cost $0 Business Personal Property Replacement Cost $26,832 Location Level Additional Coverages Limits of Insurance Building Limit – Automatic Increase 4% Outdoor Property $10,000 Outdoor Signs Included in Limit of Insurance Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income Waiting Period 0 Hour Waiting Period Extended Business Income 90 Days Utility Services – Direct Damage $25,000 Utility Services – Time Element $25,000 Water Backup and Sump Overflow $25,000 Equipment Breakdown Included ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED PPB 111 06 10 Page 3 Effective Date: 12/09/2024 Location Address:320A N Santa Cruz Avenue Los Gatos, CA 95030 Location: Location #3 Building: Building #1 Deductible: $500 Equipment Breakdown Deductible:$500 BUILDING AND PERSONAL PROPERTY LIMITS OF INSURANCE Building Replacement Cost $0 Business Personal Property Replacement Cost $16,348 Location Level Additional Coverages Limits of Insurance Building Limit – Automatic Increase 4% Outdoor Property $10,000 Outdoor Signs Included in Limit of Insurance Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income Waiting Period 0 Hour Waiting Period Extended Business Income 90 Days Utility Services – Direct Damage $25,000 Utility Services – Time Element $25,000 Water Backup and Sump Overflow $25,000 Equipment Breakdown Included ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED PPB 111 06 10 Page 4 Effective Date: 12/09/2024 Location Address:437 University Ave Los Gatos, CA 95030 Location: Location #4 Building: Building #1 Deductible: $500 Equipment Breakdown Deductible:$500 BUILDING AND PERSONAL PROPERTY LIMITS OF INSURANCE Building Replacement Cost $0 Business Personal Property Replacement Cost $27,951 Location Level Additional Coverages Limits of Insurance Building Limit – Automatic Increase 4% Outdoor Property $10,000 Outdoor Signs Included in Limit of Insurance Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income Waiting Period 0 Hour Waiting Period Extended Business Income 90 Days Utility Services – Direct Damage $25,000 Utility Services – Time Element $25,000 Water Backup and Sump Overflow $25,000 Equipment Breakdown Included ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED PPB 111 06 10 Page 5 Effective Date: 12/09/2024 Location Address:699 Hampshire Road Suite 102 Thousand Oaks, CA 91361-2352 Location: Location #5 Building: Building #1 Deductible: $500 Equipment Breakdown Deductible:$500 BUILDING AND PERSONAL PROPERTY LIMITS OF INSURANCE Building Replacement Cost $0 Business Personal Property Replacement Cost $75,000 Location Level Additional Coverages Limits of Insurance Building Limit – Automatic Increase 4% Outdoor Property $10,000 Outdoor Signs Included in Limit of Insurance Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income Waiting Period 0 Hour Waiting Period Extended Business Income 90 Days Utility Services – Direct Damage $25,000 Utility Services – Time Element $25,000 Water Backup and Sump Overflow $25,000 Equipment Breakdown Included Policy Number: RLI Insurance Company Named Insured: PPK 2108 05 11 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® NOTICE OF CANCELLATION OR NONRENEWAL – DESIGNATED PERSON OR ORGANIZATION Schedule Designated Person or Organization: Email Address: US Mail Address: If we cancel or chose to nonrenew this policy for any reason other than nonpayment of premium we will provide written notice at least (___) days before the effective date of the cancellation or nonrenewal to the designated person or organization in the above schedule. Such notice will be sent via the US mail address or E-mail address listed above. Proof of mailing or e-mailing will be sufficient proof of notice. PSB0006677 Cotton, Shires and Associates, Inc. City of Cupertino 10300 Torre Avenue Cupertino, CA 95032 30 Geotechnical, Geologic and Engineering Consulting Services Final Audit Report 2026-06-08 Created:2026-05-27 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAKF6HVJL6X-JlISX_KnXD9MmHDH9WN5Bl "Geotechnical, Geologic and Engineering Consulting Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-05-27 - 6:15:08 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-05-27 - 6:20:23 PM GMT Email viewed by aracelia@cupertino.org 2026-05-27 - 6:20:33 PM GMT- IP address: 98.84.167.129 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-05-27 - 8:22:21 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-05-27 - 8:22:23 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to John Wallace (jwallace@cottonshires.com) for signature 2026-05-27 - 8:22:28 PM GMT Email viewed by John Wallace (jwallace@cottonshires.com) 2026-05-27 - 8:23:13 PM GMT- IP address: 172.226.212.24 Email viewed by John Wallace (jwallace@cottonshires.com) 2026-06-08 - 7:38:22 PM GMT- IP address: 172.225.88.165 Document e-signed by John Wallace (jwallace@cottonshires.com) Signature Date: 2026-06-08 - 7:40:06 PM GMT - Time Source: server- IP address: 73.15.194.161 - Signature Appearance Selected: IMAGE Document emailed to michaelw@cupertino.org for signature 2026-06-08 - 7:40:09 PM GMT Email viewed by michaelw@cupertino.org 2026-06-08 - 7:40:18 PM GMT- IP address: 44.211.88.254 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-06-08 - 8:07:45 PM GMT- IP address: 64.165.34.3 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-06-08 - 8:07:47 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2026-06-08 - 8:07:50 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2026-06-08 - 8:07:58 PM GMT- IP address: 54.144.202.46 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2026-06-08 - 8:16:07 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: IMAGE Document emailed to laurens@cupertino.org for signature 2026-06-08 - 8:16:10 PM GMT Email viewed by laurens@cupertino.org 2026-06-08 - 8:16:19 PM GMT- IP address: 100.26.219.220 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-06-08 - 9:02:17 PM GMT- IP address: 64.165.34.3 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-06-08 - 9:02:19 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Agreement completed. 2026-06-08 - 9:02:19 PM GMT