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HomeMy WebLinkAbout26-017 Placeworks_Amendment #1 dated 6-29-26 Peer Review Phase I_II ESAFIRST AMENDMENT TO AGREEMENT 1227 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS, INC FOR PEER REVIEW PHASE I/II ESA This First Amendment to Agreement 1227 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Placeworks, Inc., a Corporation ("Contractor") whose address is 2040 Bancroft Way, Berkeley, CA 94704, and is made with reference to the following: RECITALS A. On February 10, 2026, Agreement 1227 ("Agreement") was entered into by and between City and Contractor for Peer Review Phase I/II ESA. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: 3.1 This Agreement begins on the Effective Date and ends on June 30, 2027 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or the 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. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO LM cake rally Title Asst Director Community Development Date 06/29/2026 APPROVED AS TO FORM Michad /� Woo Senior Assistant City Attorney ATTEST: 1-quoon sgpudar City Cleric Date 06/29/2026 PLACEWORKS, INC By Title Associate Principal Date 06/24/2026 EXPENDITURE DISTRIBUTION Item PO Number Amount Base 2026-509 $7,894.00 15t Amendment 2026-509 $0.00 Total $7,894.00 0) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/11 /2025 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 riqhts to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh Risk & Insurance Services 17901 Von Karman Avenue, Suite 1100 (949) 399-5800; License #0437153 Irvine, CA 92614 Attn: NewportBeach.CertRequest@marsh.com/F: 212-9484323 CN115158923-01-01-25-26 INSURED PlaceWorks, Inc 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 INSURER A: Starr Surplus Lines Insurance Company 13604 INSURER B : Travelers Prnnerty r:asualfv Cn Of Amerira 25674 INSURER C : INSURER E : COVERAGES CERTIFICATE NUMBER: LOS-002212059-33 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER MM DDPOLICY/YYYY MM/ EFF DY EXP LTR /YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY y y 1000068067251 07/15/2025 07/01/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X� OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $ 50,000 X MED EXP (Any one person) $ 5,000 BI & PD Ded. $5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO ❑ JECT LOC PRODUCTS - COMP/OP AGG $ 1,000,000 Contractors Pollution $ 5,000,000 OTHER: B AUTOMOBILE LIABILITY y y BA-1N96406A-25-43-G 07/01/2025 07/01/2026 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Comp/Coll Deductibles $ 1,000 B UMBRELLA LIAB X OCCUR EX-6J328756-25-43 07/01/2025 07/01/2026 EACH OCCURRENCE $ 4,000,000 X AGGREGATE $ 4,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ none $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBEREXCLUDED? N (Mandatory in NH) N / A UB-7K728676-25-43-G 07/01/2025 07/01/2026 X SPER TATUTE ERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Errors & Omissions -Claims Made FRS-H-P-PL-00013383-01 07/15/2025 07/01/2026 Each Claim/Aggregate 5,000,000 Ded. $50,000.00 Retro Dates: See 2nd Page DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: IS/MND Cupertino CA The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. See Acord 101 CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Toree Ave. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino, CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE"��'/ i/(4v2 /G1QGlw'xc SPIIUCGCd ACORD 25 (2016/03) @ 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN115158923 LOC #: Irvine AGENCY Marsh Risk & Insurance Services POLICY NUMBER CARRIER ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED PlaceWorks, Inc 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Page 2 of 2 When required by written contract, the insurer will provide 30 days' notice of cancellation to the certificate holder as respects to Auto Liability and Workers Compensation policies for any reason other than non- payment of premium, subject to policy terms and conditions. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2025 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS 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. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "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 an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- any such claim or "suit" and keep tleThe followingIs added to Paragraph A.1., Who Is 9 P us advised of all proceedings and ac- us An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: (ii) Neither you nor any other involved Any "employee" of yours is an "insured" while us- "insured" will make any settlement ing a covered "auto" you don't own, hire or borrow without our consent. in your business or your personal affairs. (iii) may, at our discretion, participate E. SUPPLEMENTARY PAYMENTS — INCREASED in defending the "insured" against, or in LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit", of SECTION II — COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in - we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS of SECTION II — COVERED AUTOS LIABIL- LIABILITY COVERAGE. ITY COVERAGE: (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for the reasonable expenses incurred "insured" at our request, including actual with our consent for your investiga- loss of earnings up to $500 a day be- tion of such claims and your defense cause of time off from work. of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE — INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in addition to such limit. Our duty to TIONS: make such payments ends when we (5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- (b) This insurance is excess over any valid hibits the transaction of business with or and collectible other insurance available within such country or jurisdiction, for Cov- to the "insured" whether primary, excess, ered Autos Liability Coverage for any covered contingent or on any other basis. "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less (c) This insurance is not a substitute for re - and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States. its ter - partners (if you are a partnership), members ritories and possessions. Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance, G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transporrtation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to 5400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership): (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S.. Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: S. 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 ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident' or 'loss" arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 © 2015 The Travelers Indemnity Compa ny. All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: BA-1N96406A-25-43-G COMMERCIAL AUTO ISSUE DATE: 07-12-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE - PRIMARY AND NON-CONTRIBUTORY WITH OTHERINSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE OF ADDITIONAL INSURED PERSONS OR ORGANIZATIONS PROVISIONS 1. The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization designated in the Schedule Of Additional Insured Persons Or Organizations who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that designated person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph S., Other Insurance, in B., General Conditions, of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which the person or organization designated in the Schedule Of Additional Insured Persons Or Organizations is the first named insured when the written contract or agreement between you and that designated person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 42 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL GENERAL LIABILITY SSGL-0288 02 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED, PRIMARY AND NONCONTRIBUTORY AND WAIVER OF SUBROGATION AMENDATORY ENDORSEMENT Policy Number: 1000068067251 Effective Date: 07/15/2025 at 12:01 A.M. Named Insured: Placeworks, Inc. This endorsement modifies the insurance coverage form(s) listed below that have been purchased by you and evidenced as such on the Declarations page. Please read the endorsement and respective policy(ies) carefully. COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Person(s) Or Organization(s): Where Required By Written Contract It is hereby agreed as follows: 1. SECTION II - WHO IS AN INSURED is amended to include the following: a. Any person(s) or organization(s) that you are required to include as an additional insured under this policy by written contract or written agreement or that is listed in the SCHEDULE above is an additional insured under this policy. Such additional insured status applies only with respect to liability arising out of "your work" for or on behalf of that person(s) or organization(s) pursuant to such written contract or written agreement. However, the insurance afforded to such additional insured(s): (1) only applies to the extent permitted by law; and (2) will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured(s). b. With respect to the insurance afforded to the additional insured(s), SECTION III — LIMITS OF INSURANCE is amended to include the following: The most we will pay on behalf of the additional insured(s) is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. 2. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended to SSGL-0288 02 24 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission include the following, which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured under your policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of Recovery Against Others To Us is amended to include the following: We waive any right of recovery against any person or organization, because of any payment we make under this policy, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. All other terms and conditions of the policy remain unchanged. SSGL-0288 02 24 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ENERGY & ENVIRONMENTAL LIABILITY SSEE-0237 02 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED, PRIMARY AND NONCONTRIBUTORY AND WAIVER OF SUBROGATION AMENDATORY ENDORSEMENT Policy Number: FRS-H-P-PL-00013383-01 Effective Date: 07/15/2025 at 12:01 A.M. Named Insured: Placeworks, Inc. This endorsement modifies the insurance coverage form(s) listed below that have been purchased by you and evidenced as such on the Declarations page. Please read the endorsement and respective policy(ies) carefully. CONTRACTORS' POLLUTION LIABILITY COVERAGE FORM PROFESSIONAL LIABILITY COVERAGE FORM SITE POLLUTION LIABILITY COVERAGE FORM SCHEDULE Where Required By Written Contract It is hereby agreed as follows: 1. SECTION II -WHO IS AN INSURED is amended to include the following: a. Any person(s) or organization(s) that you are required to include as an additional insured under this policy by written contract or written agreement or that is listed in the SCHEDULE above is an additional insured under this policy. Such additional insured status applies only with respect to liability arising out of "your work" for or on behalf of that person(s) or organization(s) pursuant to such written contract or written agreement. However, the insurance afforded to such additional insured(s): (1) only applies to the extent permitted by law; and (2) will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured(s). b. With respect to the insurance afforded to the additional insured(s), SECTION III — LIMITS OF INSURANCE is amended to include the following: The most we will pay on behalf of the additional insured(s) is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. SSEE-0237 02 24 Page 1 of 2 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., used with its permission. 2. SECTION IV — CONDITIONS, 4. Other Insurance is amended to include the following, which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured under your policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 3. SECTION IV — CONDITIONS, 7. Transfer Of Rights Of Recovery Against Others To Us is amended to include the following: We waive any right of recovery against any person or organization, because of any payment we make under this policy, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. All other terms and conditions of the policy remain unchanged. SSEE-0237 02 24 Page 2 of 2 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Policy No. 100068067251 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED NOTICE OF CANCELLATION ENDORSEMENT This endorsement modifies insurance provided under the fotkyMng: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART In cormide►alion of the premium charged and solely with respect to the coverage parts shown above, it is hereby agreed that the Comnnon Provisions, Section VI — Common Conditions is amended by the addition of the fbilowtng: Limited Notice Of Cancellation In the event that we cancel this Policy for any reason other than non-payment of premium and; a. The effective date of cancellation is prior to the expiration date of this Policy, and b. You are under an existing written co"bachial obligation to notify a ceFWKate holder when this Policy is GwKmled and have provided to us, either directly or through your broker of record, the email address of a contact at each such certificate holder, and c. We dived this infumallion after you received notice of cancellation of this Policy and pnor to the effective date of cancellation, via an elecbwvk speadst that is acceptable to us, We will provide notice of cancellation via email to each such certificate holder witftin thirty (30) days of your providing such information to us. Proof of our emaifing the notice of cancellation, using the information provided by you, will serve as evidence that we have satisfied our obligations under this conditidxm. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0165 0117 Page 1 of 1 Policy No. FRS-H-P-PL-00013383-01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY. LIMITED NOTICE OF CANCELLATION ENDORSEMENT This endorsement modifies insurance provided under the fbliowing: ERRORS AND OMISSIONS LIABILITY COVERAGE PART In consideration of the premium charged and solely with respect to the aNeJage parts shown above, it is hereby agreed ttrat the Commmon Provisions, Section VI — Common Conditions is amended by the addition of the following: Limited Notice Of Cancellation In the event that we cancel this Policy for any reason other than non-payment of premium and; a. The effective date of cancellation is prior to the expiration date of this Policy, and b. You are under an existing written aontracllual obligation to notify a c erff ate holder when this Policy is canoeled and have provided to us, either directly or through your broker of record, the email address of a contact at each such certificate holder, and c. We received this infommallion after you received rwhce of cancellation of this Policy and pnor to the effective date of cancellation, via an electronic speadst that is acceptable to us, We will provide notice of c.-ucellatian via email to each such certificate holder within Nrty (30) days of your providing such information to us. Proof of our emaifing the notice of cancellation, using the information provided by you, will save as evidence that we have satisfied our obligations under this condition. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0165 0117 Page 1 of 1 TRAVELERS` WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 003 POLICY NUMBER: UB-7K728676-25-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 07-14-25 STASSIGN: PAGE 1 OF POLICY NUMBER: BA-1N96406A-25-43-G ISSUE DATE: 08-13-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: CITY OF CUPERTINO ADDRESS: 10300 TORRE AVENUE CUPERTINO CA 95014 If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 © 2019 The Travelers Indemnity Company_ All rights reserved. Page 1 of 1 TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R3 (00) - 006 POLICY NUMBER: UB-7K728676-25-43-G NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX — CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: CITY OF CUPERTINO 10300 TORRE AVENUE CUPERTINO. CA 95014 All other terms and conditions of this policy remain unchanged. Number of Days Notice 30 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company DATE OF ISSUE: 08-13-25 ST ASSIGN: Page 1 of 1 0 2013 The Travelers Indemnity Company. All rights reserved. EXHIBIT D Insurance Requirements Professional Consultant Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. h Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c, The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City's own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non -owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. ❑ Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1), or if Consultant does not own autos (hired autos -Symbol 8 and non -owned autos -Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. ❑ Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos -Symbol 8 and non -owned autos -Symbol 9. Primary and Non -Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non -owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1). Exh. D-Insurance Requirements for Professional Consultant Contracts Version: May 2025 ❑ In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 each accident/disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims -made basis form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. h Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers ("Additional Insureds") are to be covered and endorsed as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non -Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers' Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Professional Consultant Contracts Version: May 2025 Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert ' $0"). At City's option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-Insurance Requirements for Professional Consultant Contracts Version: May 2025 Peer Review Phase 1/11 ESA Final Audit Report 2026-06-29 Created: 2026-06-24 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAUsBOGd86WOW-ktAwMj-b1_gBleFkodox "Peer Review Phase 1/11 ESA" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-06-24 - 6:53:41 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-06-24 - 6:56:48 PM GMT Email viewed by aracelia@cupertino.org 2026-06-24 - 6:56:56 PM GMT- IP address: 98.80.145.22 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-06-24 - 8:37:05 PM GMT- IP address: 64.165.34.3 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-06-24 - 8:37:07 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Alexis Mena (amena@placeworks.com) for signature 2026-06-24 - 8:37:10 PM GMT Email viewed by Alexis Mena (amena@placeworks.com) 2026-06-24 - 10:58:41 PM GMT- IP address: 104.47.55.254 Document e-signed by Alexis Mena (amena@placeworks.com) Signature Date: 2026-06-24 - 10:59:06 PM GMT - Time Source: server- IP address: 73.249.59.86 - Signature Appearance Selected: IMAGE Document emailed to michaelw@cupertino.org for signature 2026-06-24 - 10:59:08 PM GMT Email viewed by michaelw@cupertino.org 2026-06-25 - 4:56:28 AM GMT- IP address: 35.167.128.174 Email viewed by michaelw@cupertino.org 2026-06-29 - 9:15:07 PM GMT- IP address: 54.205.84.235 Powered by Adobe CVPERTIND Acrobat Sign Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-06-29 - 10:48:28 PM GMT- IP address: 73.15.27.240 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-06-29 - 10:48:30 PM GMT - Time Source: server- IP address: 73.15.27.240 - Signature Appearance Selected: TYPE Document emailed to lukec@cupertino.org for signature 2026-06-29 - 10:48:32 PM GMT Email viewed by lukec@cupertino.org 2026-06-29 - 10:48:37 PM GMT- IP address: 54.236.54.54 Signer lukec@cupertino.org entered name at signing as Luke T Connolly 2026-06-29 - 11:05:03 PM GMT- IP address: 64.165.34.3 Document e-signed by Luke T Connolly (lukec@cupertino.org) Signature Date: 2026-06-29 - 11:05:05 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-06-29 - 11:05:08 PM GMT Email viewed by laurens@cupertino.org 2026-06-29 - 11:05:14 PM GMT- IP address: 34.229.150.60 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-06-29 - 11:18:00 PM GMT- IP address: 64.165.34.3 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-06-29 - 11:18:02 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE O Agreement completed. 2026-06-29 - 11:18:02 PM GMT Powered by Adobe CVPERTIND Acrobat Sign