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HomeMy WebLinkAbout26-001 Incrediflix Inc. for Youth CampsCITY OF No. FY2027 - 2030 CUPERTINO RECREATION SERVICES AGREEMENT 1. Parties. This contract is made by and between the City of Cupertino, a municipal corporation ("City"), and Incrediflix Inc. ("Contractor"), a Corporation for Youth Camps and is effective on the last date signed below ("Effective Date"). 2. Services. Contractor agrees to provide the Services included in the Scope of Work and in accordance with the Schedule of Performance attached in Exhibit A. 3. Term. This contract begins on the Effective Date and ends on 08/31/2029 ("Contract Time"), unless extended or terminated as provided herein. Time is of the essence and Contractor must have sufficient time, resources, and qualified staff to deliver the Services as required. Contractor must promptly notify City of any actual or potential delays to afford the Parties adequate opportunity to address or mitigate such delays. 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. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based upon actual costs but that will be capped so as not to exceed $93,000.00 ("Contract Price"), based upon the Scope of Services, performance schedule, and rates included in Exhibit A. The maximum compensation includes all costs, expenses, and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Contractor must submit invoices and the information required in Exhibit A in order to receive payment. City will compensate Contractor within thirty (30) days after approval of written invoices. Invoices are subject to review and audit by City during regular business hours upon 24 hours' notice. Contractor must maintain complete and accurate records of payrolls, expenditures, disbursements and other cost items charged to City or establishing the basis for an invoice, for a minimum of four (4) years from the date of the final payment. 5. Independent Contractor. 5.1 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. No civil service status or other right of employment will be acquired by virtue of Contractor's performance of the Services. Contractor is not entitled to City's health benefits, worker's compensation or any other benefit. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner. Recreation Services Agreement/ Rev. April 2025 Page 1 of 7 Contractor will supply all tools, materials, and equipment required to perform the Services under this Contract. Contractor is responsible for obtaining permits and licenses required by law and must obtain a City business license, if required by the Cupertino Municipal Code. 5.2 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. To the extent Contractor may have access to private or confidential information owned or controlled by the City, Contractor agrees to treat it as confidential and use it solely to perform this Agreement. Contractor must 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. To the extent Contractor prepares written material, drawings, or data in connection with this contract, City will have the property rights to those materials and all copyrights, if any, to such work product will, to the extent requested by City, constitute City property upon completion of the work to be performed hereunder or upon termination of this Agreement. 8. Records. Contractor must maintain complete, accurate, and detailed accounting records relating to its performance in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Contractor's services, benchmarks, deliverables, and costs/fees, and must be made reasonably available to City. The records and supporting documents must be kept separate from other files and maintained for four (4) years from the date of City's final payment. Recreation Services Agreement/ Rev. April 2025 Page 2 of 7 9. Assignment. This Contract is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Contract without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. 10. Publicity and Signs. Any publicity generated by Contractor related to this contract or the Services during the Contract Time and for one (1) year thereafter must reference City contributions. The words "City of Cupertino" shall 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 under this Agreement, without prior written approval from City. 11. Indemnification. 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 agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and contractors (collectively, "Indemnitees"), through legal counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation, arbitrations, administrative, and regulatory proceedings), of every nature, arising out of or in any way related to Contractor's or Contractor's agents performance of this contract or the Services. This includes but is not limited to Liability resulting in personal injury, death, property damage, or economic losses. Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. 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 Contract. This Section 11 shall survive termination of the Agreement. 12. Insurance. Contractor shall comply with the insurance requirements in Exhibit B. City will not execute the Agreement until it has received and approved satisfactory certificates of insurance and endorsements evidencing the type, amount, and dates of coverage. Alternatively, City in its sole discretion, may purchase insurance and deduct the costs from payments to Contractor, or terminate the Agreement. 13. Compliance with Laws and Other City Requirements. Requirements for all Contracts. This contract is subject to local, state and federal laws and regulations prohibiting discrimination, including Title VII of the Civil Rights Act of 1964, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, and other laws that pertain to fair employment and anti -discrimination practices. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Contractor must comply with labor laws pertaining to prevailing wages, working hours, overtime, payroll records, and other requirements imposed by the Department of Industrial Relations. If Contractor does not have employees, it must sign the Affidavit of No Employees, attached as Exhibit C. Contractor is responsible for verifying employment eligibility of employees pursuant to the Immigration Reform and Control Act of 1986. Contractor must comply with conflict of interest laws and regulations applicable to this Agreement and avoid conflicts of interest. Contractor may be required to file a conflict of interest form for engaging in governmental decisions or serving in a staff Recreation Services Agreement/ Rev. April 2025 Page 3 of 7 capacity, and is hereby advised to review the requirements of California Political Reform Act and the California Code of Regulations. Services may only be performed by persons who are not employed by City and who do not have a contractual relationship with City other than this contract. Contractor agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. Additional Requirements for Services Provided to Minors. Contractor and its employees who provide services under this Agreement must comply with these additional requirements: A. Undergo fingerprints and a criminal background and verify all employees providing services under this contract have met this requirement. B. Complete a Tuberculosis screening test as required by law and as set forth in Exhibit D. C. Comply with the Mandatory Reporting under California Penal Code 11164-11174.3 and with the protocols, reporting, and training required under California Health and Safety Code Section 124235, AB 2007, and other laws pertaining to concussion evaluation, removal from play, and return to play protocols. (Refer to Center for Disease Control & Prevention, https://www.cdc.gov/headsup/index.html). D. Submit required forms and acknowledgments included in Exhibit D, and ensure its each participant is provided with a concussion information sheet, signs and returns the forms to the City as required by Health and Safety Code Section 124235. Require coaches and administrators to successfully complete the concussion and head injury education at least once either online or in person, before supervising a participant. Contractor shall offer training, educational materials, or both to each Contractor administrator on a yearly basis. (Training resources are available at the Center for Disease Control & Prevention (link cited above). E. If providing instruction, Contractor must acknowledge and comply with all requirements set forth in the Parks & Recreation Services Instructor Manual. This contract requires services for children. 14. Coordination of Services. The Parties designate the following persons as Services Coordinators with the responsibility to oversee the delivery of Services in accordance with the terms of this Agreement. Contractor's designation and any substitution are subject to City approval. For City: For Contractor: Name: Mariah Greene Name: Mason Hughes Position: Recreation Coordinator 15. Abandonment. City may abandon or postpone the Activity or Program and will notify Contractor as soon as possible. Contractor will be paid for satisfactory Services rendered through the date of abandonment upon submission of final invoices approved by City. 16. Termination. City may terminate this contract for cause or without cause at any time and will notify Contractor as soon as possible. Contractor will be paid for satisfactory services rendered through the date of termination upon submission of final invoices approved by City. Recreation Services Agreement/ Rev. April 2025 Page 4 of 7 17. Governing Law, Venue, and Dispute Resolution. This contract is governed by the laws of the State of California. Any legal actions or proceedings filed against City in connection with this contract must comply with the government claims filing requirements and must be filed with the Superior Court for the County of Santa Clara, State of California. At City's request, Contractor is required to continue to provide Services pending resolution of any 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 is required to pursue litigation, arbitration or other administrative or regulatory proceeding to enforce its rights or the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section 18 survives this Agreement. 19. Third Party Beneficiaries. There are no third party beneficiaries under this Contract. 20. Waiver. Neither acceptance of Services nor payment thereof constitutes a waiver of any contract provision. City waiver of a breach shall not constitute waiver of another term, provision, covenant, or condition, or a subsequent breach, whether the same or a different character. 21. Entire Agreement. This Agreement and all referenced Exhibits are hereby attached and incorporated into the Agreement by this reference and represent the full and complete understanding as to those matters contained herein, and supersede any other contract or understanding, either oral or written, between the Parties. This Agreement may not be modified or amended except in writing signed by both Parties. If there is any inconsistency between any term, clause, or provision of the main contract and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main contract shall prevail and be controlling. 22. Inserted Provisions. Each provision or clause required by law or this contract is deemed to be included and will be inferred herein. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. Headings. The headings are for convenience only and are not a part of the contract or intended to affect, limit, or amplify the terms or provisions of this Agreement. 24. Severability/Partial Invalidity. If any contract term or provision, 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 contract terms and provisions and their application to specific situations will remain in full force and effect. 25. Survival. All provisions which by their nature must continue after the Agreement ends, including without limitation Indemnification, Insurance, Ownership of Materials, Records, Governing Law, and Attorney Fees, will survive the expiration or termination of this Agreement. 26. Notices. All notices and instruments pertaining to material provisions of this contract or significant disputes which are required by law or under this contract to be in writing must be sent to the persons listed below. The notices will be deemed effective on the date of personal delivery or the Recreation Services Agreement/ Rev. April 2025 Page 5 of 7 date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission. To City of Cupertino: To Contractor: Incrediflix Inc. Office of the City Manager 27. Execution. The person executing this contract on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to execute this contract and to carry out all actions and services required. This contract constitutes a legally binding obligation of Contractor, and may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Recreation Services Agreement/ Rev. April 2025 Page 6 of 7 IN WITNESS WHEREOF, the parties have caused this contract to be executed. CITY OF CUPERTINO A Municipal Corporation A & tea; ti By Name Rachelle Sander Director of Parks and Recreation Title CONTRACTOR By �. Name Mason Hughes Title NorCal Regional Supervisor Jul 27, 2026 Date JUl 8, 2026 APPROVED AS TO FORM: Michael K Woo MICHAEL K. WOO Senior Assistant City Attorney ATTEST: La ti-eii sapw(al- LAUREN SAPUDAR City Clerk Date Jul 27, 2026 Tax I.D. No.: Refer to W9 Recreation Services Agreement/ Rev. April 2025 Page 7 of 7 SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide Youth Camps in, but not limited to, the following: IncrediCamps Filmmaking Camps: Live Action Flix, Lego Stop Motion Flix, Live Action & Lego Stop Motion Flix, Video Game Mashup Flix, Mario vs Sonic Stop Motion Flix, Video Game Mashup and Mario vs Sonic Stop Motion Flix, Action Movie Flix, Pokemon Stop Motion Flix, Action Movie & Pokemon Flix Location and Time of CONTRACTOR Services: Refer to the City's Publications for agreed upon dates, times, and locations of a class, camp, activity, program, or service ("class"). The City, at its sole discretion, may change the agreed dates, times and locations of a class, or may cancel a class. Compensation for CONTRACTOR Services: Contractor shall be compensated for services performed pursuant to this Agreement. For a class taught in person, 60% of resident fee per participant based on final rosters. City and Contractor may mutually agree for Contractor to teach a class online rather than in person, provided that City and Contractor reach agreement for compensation for that online class. Compensation for that online class shall be specified in writing in a separate side agreement before online instruction for a class begins. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 6 Maximum: 12 If less than the required minimum number of participants enroll in and pay for a particular class as identified in the schedule before the class is scheduled to start, the City may cancel the particular class and/or terminate this Agreement without additional notice or payment to Contractor. Performance of CONTRACTOR Services: Class Cancellation Contractor will only receive compensation for a class that is performed. If performance of a class is cancelled by the City or Contractor before instruction begins, Contactor will not receive compensation for the class. If the City or Contractor cancels performance of certain meetings of a class, Contractor will only receive compensation for those meetings of the class that are performed. Updated 04/29/25 In the case Contractor unilaterally cancels performance of a class without City approval, City reserves the right to immediately and without notice cancel the remainder of classes offered and or performed by Contractor. Registration, Enrollment, and Supervision The Contractor shall follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedule. Participants may not take part in the program unless they are listed on the class roster or can show proof of enrollment. All participants and volunteers need to complete the City's Waiver of Liability form prior to taking part in the program. If applicable, contractors who are responsible for supervising minors must remain with the class until a parent or legal guardian has arrived and all minors are released to them. Injury of a Class Participant In the event of an injury occurring to a participant, the Contractor will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. Updated 04/29/25 Exhibit B Insurance Requirements for Recreation Contracts As required by the Agreement, Contractor shall procure prior to commencement of Services and maintain the following insurance for the duration of the Agreement, 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: Commercial General Liability (CGL): Coverage at least as broad as Insurance Services Office ("ISO") Form CG 00 01 with limits no less than $1,000,000 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. 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 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 Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Required if automobile is used to perform work under this contract.) ❑ Not required. Contractor shall be fully remote and not use automobiles to provide the service. In the event Contractor uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Contractor 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 Contractor 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. XContractor has provided written confirmation that it does not own any autos. Contractor 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 Contractor uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Contractor 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. B Insurance for Recreation Contracts Updated May 2025 ❑ In lieu of Business Automobile Liability, Contractor 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 and Employer's Liability Insurance limits of no less than $1,000,000 per accident/disease. ❑ If no employees, Contractor must sign Affidavit of No Employees. 4. Sexual Abuse/Molestation: Insurance is required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors) or vulnerable populations. Coverage shall include bodily injury sexual abuse and molestation coverage, personal injury, and property damage, including without limitation, blanket contractual liability. Sexual Abuse/Molestation coverage must be included under General Liability or obtained in separate policies with a limit of no less than $2,000,000 per occurrence and $4,000,000 aggregate. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit. ❑ Not Required. Contract does not involve services to minors or vulnerable populations Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Contractor's CGL and automobile liability policies. Endorsement of General Liability coverage shall be at least as broad as ISO Form CG 2010 (11/ 85) or both CG 2010 and CG 20 37 forms, if later editions are used. Primary and Non -Contributory Coverage Except Workers' Compensation coverage, Contractor's insurance coverage shall allow and be endorsed primary coverage at least as broad as the most recent edition of ISO CG 20 01. Any insurance or self- insurance maintained by City, its officers, officials, employees, agents, or 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 business 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 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 Exh. B Insurance for Recreation Contracts Updated May 2025 2 subrogation in favor of City for all work performed by Contractor, its employees, agents, volunteers and subcontractors. 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 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. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subcontractor's insurance policies. 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/coverages 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. B Insurance for Recreation Contracts Updated May 2025 3 f'► R oCERTIFICATE OF LIABILITY INSURANCE DATE iMM(DDrYYYY) 04/14/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Maryann Mueller Risk Placement Services - Bollinger Sports & Leisure PHONE 845-794-3113 FAX A1C No 973-921-8474 E-MAIL Maryann_Mueller@rpsins.com Mueller slns.com ADDRESS: _ rP PO Box 4162 INSURERS AFFORDING COVERAGE HAIL # INSURERA: : Church Mutual Insurance Company 18767 Clinton IA 52733 INSURED INSURER B: IncrediFlix Inc. INSURER C: INSURERD: : 1571 N. Ogden F Denver CO 80218 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRPOLICY LT OF INSURANCE 6N DL ATYPE SVBR NUMBER Y MMIDDIYYYY EXP MM7 DfY LIMITS W/ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ®✓ OCCUR DAMAGE TO RENT PREMISES Ea o Emnc $ 100,000 MED EXP An one person $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 A Y 0399676 25-997821 04/23/2027 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ✓ POLICY [D PRO [] LOC JECT PRODUCTS - COMP/OP AGO $ 1,000,000 $ OTHER: AUTOMOBILE LIABILITY Ea aBBINEDr SINGLE Li MIT $ 1,000,000 BODILY INJURY (Per person} S ANY AUTO A ALL OWNED II SCHEDULED AUTOS U AUTOS IlI ✓ HIRED AUTOS �/ NON -OWNED AUTOS 0399676 25-997821 04/23/2027 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LIAR CLAIMS -MADE 0399676 85-997822 04/23/2027 DED ✓ IEIRETEN11ON$10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN i1 PER 0TH - 11 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? NIA E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Sexual Abuse & Molestation 0399676 85-997821 04/2312027 $1,000,000 occurrence $2,000,000 aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 1O1, Addltlonal Remarks Schedule, may be attached if more space Is required} City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are included as additional insured with respects to the operations of the named insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Quinlan Community Certer ACCORDANCE WITH THE POLICY PROVISIONS. 10185 N Stelling Road AUTHORIZED REPRESENTATIVE Cupertino CA 95014 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CMCG 12 12 05 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAMPS AND CONFERENCE CENTERS - GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM (CLAIMS -MADE VERSION) 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 this Coverage Part, and the coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. SCHEDULE The following Schedule is a general description of the amended coverages and limits of insurance provided by this endorsement. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties and what is and is not covered. DESCRIPTION OF COVERAGE LIMIT OF INSURANCE I TERM • Pesticide Or Herbicide Application • Watercraft • Damage To Premise Rented To You - Fire, Lightning, Explosion, Equal to the Each Occurrence Limit Smoke Or Leakage From Automatic Fire Protection Systems shown in the Declarations + Personal And Advertising Injury For Insured's Media And Internet Type Businesses ■ Medical Payments Extension • Supplementary Payments - Coverages A And B o Bail Bonds Up to $2,500 o Earnings Up to $500 per day o Loss To Property Of Others o Each Occurrence $1,000 • Broaden Definition Of Named Insured Unnamed Subsidiaries CMCG 12 12 05 21 Copyright, CM Insurance, 2021 Page 1 of 8 Includes copyrighted material of Insurance Services Office with its permission. © Insurance Services Office. Inc.. 2012 DESCRIPTION OF COVERAGE LIMIT OF INSURANCE 1 TERM ■ Automatic Additional Insureds o Persons Or Organizations As Required By Written Contract Or Agreement o Lessors Of Leased Equipment o Mortgagees, Assignees Or Receivers o Owners, Managers Or Lessors Of Premises o Governmental Entities - Permits Or Authorizations Relating To Premise o Governmental Entities - Permits Or Authorizations Relating To Operations • Incidental Medical Malpractice ■ Newly Formed Or Acquired Entities 180th day ■ Duties In The Event Of Occurrence, Claim Or Suit • Primary And Noncontributory - Other Insurance Condition • Waiver Of Right Of Recovery By Written Contract Or Agreement ■ Liberalization • Unintentional Failure To Disclose Hazards • Bodily Injury - Mental Anguish A. Pesticide Or Herbicide Application Subparagraph (1)(d) of Exclusion f. Pollution, under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability does not apply if: 1. The application or use of pesticides or herbicides is by your "employees" who are licensed or certified; and 2. The application of such pesticides or herbicides complies with all applicable statutes, ordinances, regulations or license requirements of any federal, state or local government which apply to the pesticides or herbicides operations. B. Watercraft 1. Provisions (2)(a) and (2)(b) of Exclusion g. Aircraft, Auto or Watercraft under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, are replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 60 feet long; and (b) Not being used to carry persons or property for a charge. 2. The following is added to Exclusion g. Aircraft, Auto or Watercraft: This exclusion does not apply to: A rowing shell or scull, canoe, rowboat, or similar human -powered watercraft owned or used by or rented to the insured regardless of its length. 3. Section II - Who Is An Insured is amended to include as an insured any person or organization legally responsible for the use of any watercraft you own, provided the actual use is with your permission. C. Damage To Premises Rented To You - Fire, Lightning, Explosion, Smoke Or Leakage From Automatic Fire Protection Systems If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. The fourth from the last paragraph of Exclusion j. Damage To Property under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Page 2 of 8 Copyright, CM Insurance, 2021 CMCG 12 12 05 21 Includes copyrighted material of Insurance Services Office with its permission. C Insurance Services Office. Inc.. 2012 Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems) to premises, including the contents of such premises, rented to you for a period of 30 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. The last paragraph of 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 3. Paragraph 6. under Section III - Limits Of Insurance, is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit which is equal to the Each Occurrence Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke or leakage from automatic protection systems, while rented to you or temporarily occupied by you with permission of the owner. 4. Paragraph a. of "insured contract" in the Definitions section is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; D. Personal And Advertising Injury 1. Subparagraph (1) of Exclusion j. Insureds in Media And Internet Type Businesses under Paragraph 2. Exclusions of Section I - Coverages B - Personal Injury and Advertising Injury Liability is deleted. 2. Exclusion k. Electronic Chatrooms Or Bulletin Boards under Paragraph 2. Exclusions of Section I - Coverage B - Personal and Advertising Injury Liability is deleted and replaced with the following: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. However, this exclusion does not apply to internet instruction and coursework which is part of the Named Insured's curriculum over which the insured exercises control. E. Medical Payments Extension If Coverage C - Medical Payments is not otherwise excluded from this Coverage Part, then Subparagraph a.(3)(b) of Paragraph 1. Insuring Agreement under Section I - Coverage C - Medical Payments is deleted and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and F. Supplementary Payments - Coverages A And B 1. Paragraph 1.b. of Section I - Supplementary Payments - Coverages A and B is deleted and replaced by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. of Section I - Supplementary Payments - Coverages A and B is deleted and replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earning up to the per day amount shown in the Schedule of this endorsement because of time off from work. 3. The following is added to Section I - Supplementary Payments - Coverages A and B. We will pay for loss to property of others while in your temporary care, custody or control, not to exceed the Loss to Property of Others Each Occurrence limit shown in the Schedule of this endorsement caused by persons participating in an activity organized by you. Loss shall mean damage or destruction, but does not include disappearance, theft or loss of use. This insurance does not apply: CMCG 12 12 05 21 Copyright, CM Insurance, 2021 Page 3 of 8 Includes copyrighted material of Insurance Services Office with its permission. © Insurance Services Office. Inc.. 2012 a. If coverage is provided by the Property Coverage Part (If any) of this policy; or b. If the loss is covered by any other valid and collectible insurance. G. Broadened Definition Of Who Is An Insured 1. Unnamed Subsidiaries a. The following is added to Paragraph 2. of Section II - Who Is An Insured: Any of your subsidiaries, other than a partnership, joint venture or limited liability company, that is not shown as a Named Insured in the Declarations is an insured if: (1) You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and (2) Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: (1) Before you maintained an ownership interest of more than 50% in such subsidiary; or (2) After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. b. Subject to 1.a. above, the following are also insureds: (1) If the subsidiary is an organization, the subsidiary's "executive officers" and directors are insureds, but only with respect to their duties as the subsidiary's officers or directors. The subsidiary's stockholders are also insureds, but only with respect to their liability as stockholders. (2) If the subsidiary is a trust, the subsidiary's trustees are also insureds, but only with respect to their duties as trustees. H. Automatic Additional Insured Section II - Who Is An Insured is amended to include the following as additional insureds: 1. Persons Or Organizations As Required By Written Contract Or Agreement - Exception For Law Enforcement Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that: a. Occurs subsequent to the signing of that contract or agreement; b. Is caused, in whole or in part, by your acts or omissions or the acts or omissions of any person or organization acting on your behalf; and c. Arises out of your operations or the ownership, maintenance or use of premises you own or rent. The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement you have entered into with the additional insured; or b. Available under the applicable limit of insurance; whichever is less. Coverage under this provision does not apply to any: a. Law enforcement officer; b. Public safety organization; or c. Public entity; that you contract with to enforce the law and protect persons or property for you or on your behalf. Page 4 of 8 Copyright, CM Insurance, 2021 CMCG 12 12 05 21 Includes copyrighted material of Insurance Services Office with its permission. C Insurance Services Office. Inc.. 2012 2. Lessors Of Leased Equipment a. Any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement you have entered into with the additional insured; or (2) Available under the applicable limits of insurance; whichever is less. 3. Mortgagees, Assignees Or Receiver a. Any person(s) or organization(s) that is a mortgagee, assignee or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part, but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. c. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. 4. Owners, Managers Or Lessors Of Premises a. Any person(s) or organization(s) that is a premises owner, manager or lessor, but only with respect to liability or "bodily injury", "property damage", or "personal and advertising injury" caused in whole or in part by your and those acting on your behalf in connection with the ownership, maintenance or use of that part of any premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) that is a premises owner, manager or lessor as describe above. CMCG 12 12 05 21 Copyright, CM Insurance, 2021 Page 5 of 8 Includes copyrighted material of Insurance Services Office with its permission. © Insurance Services Office. Inc.. 2012 However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. 5. Governmental Entities - Permits Or Authorizations Relating To Premises a. Any state or governmental agency or subdivision or political subdivision that issued a permit or authorization with respect to premises owned or occupied by, ❑r rented or loaned to you, subject to the following additional provision: This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (1) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or (2) The construction, erection or removal of elevators; or (3) The ownership, maintenance or use of any elevators covered by this insurance. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. 6. Governmental Entities - Permits Or Authorizations Relating To ❑perations a. Any state or governmental agency or subdivision or political subdivision that has issued a permit or authorization with respect to operations performed by you or on your behalf, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. However: (a) The insurance afforded to such additional insured only applies to the extent permitted by law; and (b) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Page 6 of 8 Copyright, CM Insurance, 2021 CMCG 12 12 05 21 Includes copyrighted material of Insurance Services Office with its permission. C Insurance Services Office. Inc.. 2012 (2) This insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. The addition of the above automatic additional insureds shall not increase the applicable limits of insurance. I. Incidental Medical Malpractice 1. The following is added to Paragraph 2.a.(1) of Section II -Who Is An Insured. Unless you are in the business or occupation of providing professional health care services, Paragraphs 2.a.(1)(a) through (d) above do not apply to "bodily injury" arising out of providing or failing to provide: a. "Incidental medical services" by any "employee" of yours who is a nurse, nurse assistant, emergency medical technician or paramedic; or b. First aid, including first aid provided by a good Samaritan, by any of your "employees" or "volunteer workers", other than a doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid, including first aid provided by a Good Samaritan, during their work hours for you will be deemed to be acting within the scope of their employment or volunteer duties related to the conduct of your business. 2. The following is added to Subparagraph (1) of Paragraph 4.b., Excess Insurance, under Section IV - Commercial General Liability Conditions: (1) This insurance is excess over: Any other valid and collectible insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" or "volunteer workers" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" or first aid to any person. 3. With respect to Incidental Medical Malpractice, the following is added to "occurrence" of the Definitions section. An act or omission committed in providing or failing to provide "incidental medical services" or first aid to a person, unless you are in the business or occupation of providing professional health care services. This includes first aid provided by a good Samaritan. All related acts or omissions committed in providing or failing to provide "incidental medical services" or first aid to any one person will be considered one "occurrence". 4. The following are added to the Definitions section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. J. Newly Formed Or Acquired Entities 1. Paragraph 3.a of Section II - Who Is An Insured is replaced by the following: a. Coverage under this provision is afforded only until the day shown in the Schedule of this endorsement after you acquire or form the organization or the end of the policy period, whichever is earlier; CMCG 12 12 05 21 Copyright, CM Insurance, 2021 Page 7 of 8 Includes copyrighted material of Insurance Services Office with its permission. © Insurance Services Office. Inc.. 2012 2. The following is added to Paragraph 3 of Section II - Who Is An Insured: Coverage under this provision is afforded only if you acquire or form the organization during the policy period. K. Duties In The Event Of Occurrence, Offense, Claim Or Suit The following is added to Paragraph 2.a. of Section IV - Commercial General Liability Conditions: This condition applies only when the "occurrence" or offense which may result in a claim is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An "executive officer" or insurance manager, if you are a corporation. L. Primary And Noncontributory - Other Insurance Condition The following is added to Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance, and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. M. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us, of Section IV - Commercial General Liability Conditions: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided that the injury or damage occurs subsequent to the execution of the written contract or agreement. N. Additional Commercial General Liability Conditions The following conditions are added to Section IV - Commercial General Liability Conditions: Liberalization If we adopt any revision that would broaden the coverage under this Coverage Part without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 2. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Definitions Bodily Injury - Mental Anguish The definition of "bodily injury" in the Definitions section is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person including mental anguish, humiliation or death resulting from bodily injury, sickness or disease. Page 8 of 8 Copyright, CM Insurance, 2021 CMCG 12 12 05 21 Includes copyrighted material of Insurance Services Office with its permission. C Insurance Services Office. Inc.. 2012 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization for whom the Named insured has agreed by wr_:.:. contract to furnish this waiver. I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of I ❑ COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL INTERLINE CMIL 02 01 03 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US All Coverage Parts included in this policy are subject to the following: SCHEDULE Number of Days' Notice Gnu Information required to complete this Schedule, if not shown above, will be shown in the ❑eclarations. For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in Paragraph 2. of either the Cancellation Common Policy Condition ❑r as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CMIL 02 01 03 19 Copyright, CM Insurance, 2019 Page 1 of 1 Includes copyrighted material of Insurance Services Office with its permission. © Insurance Services Office. Inc.. 2007 ACol2IJ CERTIFICATE OF LIABILITY INSURANCE DATE{MMIDDIYYYY) 01r1ar20zs THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT John Fortman NAME: LBW Insurance PHONE (661)702-6000 FAX AIC Na Ext : AIC, No): 28055 Smyth Drive E-MAIL johnf@Ibwinsurance-com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: • TRAVELERS PROPERTY CASUALTY INSURANCE 36161 Valencia CA 91355 INSURED INSURER B: IncrediFlix, Inc-, DBA' IncrediFlix INSURERC: : 1571 N E INSURER F: DENVER CO 80218-14055 COVERAGES CERTIFICATE NUMBER: 26-27 WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMlDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S DAMAGE TO RENTED CLAIMS -MADE OCCUR PREMISES lEeoocurrence S MED EXP lAnv one personl S PERSONAL &ADV INJURY S GEN'LAGGREGATE LIMIT APPLIES PER- GENERAL AGGREGATE S POLICY PEGT RO LOC J PRODUCTS - COMPIOP AGE S S OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident S BODILY INJURY (Per personl S ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accidenil 5 PROPERTY DAMAGE Per ecciden! S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 5 UMBRELLA LIAR OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAR CLAIMS -MADE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIET0RIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? Li (Mandatory in NH) NIA Y U82N3576372642G 02/01/ 02!01!2027 0TH - STATUTE ER E -L. EACH ACCIDENT 1,000,000 S E -L. DISEASE - EA EMPLOYEE S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E -L- DISEASE - POLICY LIMIT S 1,000,000 DESCRIPTION OF OFERATI ONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Quinlan Community Center AUTHORIZED REPRESENTATIVE 10185 N Stelling Rd. Cupertino CA 95014 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD �RAYELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC990376( A)- 001 POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be 2 .00 % of the California workers' compensation pre- mium. Schedule Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Job Description INSTITUTIONAL PUBLIC SCHOOLS 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 Insured Insurance Company Policy No. Countersigned by Endorsement No. Premium DATE OF ISSUE: 01-12-26 ST ASSIGN: Page 1 of 1 TRAVELERS J WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: 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: 01-12-26 ST ASSIGN: PAGE 1 ❑F1 I)cclaratioliS NOTICE: THIS POUCY IS A CLAIMS MADE AND REPORTED POUCY AND APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POUCY PERIOD AND REPORTED IN WRITING TO THE INSURANCE COMPANY IN ACCORDANCE WITH THE TERMS OF THIS POLICY. AMOUNTS INCURRED AS DEFENSE COSTS WILL REDUCE AND MAY EXHAUST THE LIMIT OF LIABILITY AND ARE SUBJECT TO THE RETENTION. PLEASE REVIEW THE COVERAGE PROVIDED UNDER THIS POLICY CAREFULLY AND DISCUSS WITH YOUR INSURANCE AGENT OR BROKER. These Declarations along with the application, and the Policy with endorsements shall constitute the contract between the insured and the insurance company. Policy Number: \' Unique Market Reference: R0;i72MR2: i 1153 Renewal of M1121115,3 Named Insured: Maine: City of Cupertino - Parks and Recitation 1]cpartincnt, Public Works 1)cpartnncnt Address: 10300 Torre Ayenne, Cilpertino, ('A OSt)1 Policy Period: From: l st July 2025 To: 1 st July 202(1 Roth days at 12:01 a.ni. Local Tine at the Address specified above Limit of Liability: a) i.'S1) 5,000,00() in the aggrcp1c [luruig- the policy period for all claims brciught by or on behalf of each victim, and b) US! 5,000,{}0() in the aggregate during the policy period for all claims brought bt' or on behalf of all victims quid separately: c) [51) 7:5,000 in the .iggrcgate during the policy period for all safeguard costs re�tllring Boni all circumstances Such Limit of Liability shall be in addition to the overall Limit of Liability stated in a) and b) alxwe. Retention: [S17 3:i,00() cacli Victim 3 Optional Extension Period: 12 months Additional premium of 100% of the annual premium plus applicable taxes, provided no claims and/or circumstances have been reported to the insurance company. In the eventany claims and/or circumstances have been reported to the insurance company, the additional premium for the 12 month optional extension period will be determined by the insurance company at the time this Policy is not renewed or replaced by the insurance company Premium: [ISD 45,000 (annual) plus applicable taxes Notification pursuant to Clause IX. Shall be given to: 13eazlcy Group Attn: Claims Group 65 Memorial Road, Suite 320, West Hartford Connecticut 06107, United States of America. claims@beavley.com or Other Notices: To report a circumstance under the Safeguard Additional Coverage, Call +1 844 285 4700 where a service representative will be available 24 hours a day, seven days a week Retroactive Date: 1., [ .J T I1\7 2018 Pending or Prior Litigation Date: l st ,1,.i1v 2t} 18 Service of Suit: Service of process in any suit shall be made upon: Lloyd's America, Inc. Attention: Legal Department 280 Park Avenue, East Tower, 25th Floor New York, NY 10017 Governing Law: New York This contract is subject to US state surplus lines requirements. It is the responsibility of the surplus lines broker to affix a surplus lines notice to the contract document before it is provided to the insured. In the event that the surplus lines notice is not affixed to the contract document the insured should contact the surplus lines broker. Dated in London: I4July 2025 f*uI1L &m� Authorised Signature Tysers (Correspondent) EXHIBIT D Contractor's Mandated Reporter Declaration The undersigned does hereby certify that: 1. I am a representative of Incrediflix Inc.; that I am familiar with the facts herein and am authorized and qualified to execute this declaration. 2. I declare that Incrediflix Inc. has complied with fingerprinting and criminal background investigation requirements with respect to all Contractor's employees who may have contact with minors in the course of providing services pursuant to the Agreement, and the California Department of Justice has determined that none of those employees has been convicted of a felony, as that term is defined in California Penal Code Section 11105.3. 3. I declare that each coach and administrator shall be required to successfully complete concussion and head injury education at least once, either online or in person, before supervising a participant, as required by California Health and Safety Code Section 124235, et seq. 4. On a yearly basis, all participants shall be required to sign and return a concussion and head injury information sheet in compliance with California Health and Safety Code Section 124235, which may be in the form attached as D-1. 5. That a complete and accurate list of Contractor's employees, who may come in contact with minors during the course and scope of the Agreement, are included below. 6. All of the below mentioned employees have tested negative for TB, or X-ray results for TB, and have current documentation on file with Contractor. 7. All of the below mentioned employees have received training and understand their responsibilities under the Mandated Reporter laws of this state and are willing and able to comply. List of all Contractor Employees working for the City (if no Employees, identify "self"): See attached list of employees. 8. The Contractor will notify the City of Cupertino in writing of any new employees and will be added to the above list prior to beginning work at the City of Cupertino. I declare under penalty of perjury that the foregoing is true and correct. CONTRACTOR By ffigh`— Name Mason Hughes Title NorCal Regional Supervisor Jul 8, 2026 Updated 6/23/21 List of all Contractor Employees working for the City of Cupertino (if no Employees, identify "self"): Layla Hernandez Avery Lee Alexander Nguyen Isabella Y Eric Angel Aristeo Rangel Brena Chuon Noralee Zwick Ysabella Matsumoto Katie Berger Alanna Le Darvia Ford Jacob Kwok Erika Villa Alvarez Sarika Rajan Youth Camps Final Audit Report 2026-07-27 Created: 2026-07-07 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAACGsVijGLSm7dGyPdVauPtfKifn3LnTJ2 "Youth Camps" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-07-07 - 11:09:41 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-07-07 - 11:10:49 PM GMT Email viewed by aracelia@cupertino.org 2026-07-07 - 11:10:58 PM GMT- IP address: 54.159.192.46 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-07-08 - 2:29:50 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-07-08 - 2:29:52 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to for signature 2026-07-08 - 2:29:55 PM GMT Email viewed by 2026-07-08 - 8:20:55 PM GMT- IP address: 66.249.84.96 Signer entered name at signing as Mason Hughes 2026-07-08 - 8:22:02 PM GMT- IP address: 76.32.232.142 Document e -signed by Mason Hughes ( Signature Date: 2026-07-08 - 8:22:04 PM GMT - Time Source: server- IP address: 76.32.232.142 - Signature Appearance Selected: DRAW Document emailed to michaelw@cupertino.org for signature 2026-07-08 - 8:22:07 PM GMT Email viewed by michaelw@cupertino.org 2026-07-08-8:22:22 PM GMT- IP address: 54.91.145.88 Powered by Adobe CVPERTIND Acrobat Sign Email viewed by michaelw@cupertino.org 2026-07-17 - 4:22:20 PM GMT- IP address: 13.221.252.37 Email viewed by michaelw@cupertino.org 2026-07-23 - 2:23:04 PM GMT- IP address: 3.223.127.56 Email viewed by michaelw@cupertino.org 2026-07-27 - 7:05:24 PM GMT- IP address: 34.205.63.99 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-07-27 - 9:26:44 PM GMT- IP address: 69.181.158.199 Document e -signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-07-27 - 9:26:46 PM GMT - Time Source: server- IP address: 69.181.158.199 - Signature Appearance Selected: TYPE Document emailed to rachelles@cupertino.org for signature 2026-07-27 - 9:26:48 PM GMT Email viewed by rachelles@cupertino.org 2026-07-27 - 9:26:55 PM GMT- IP address: 34.230.24.169 Signer rachelles@cupertino.org entered name at signing as Rachelle Sander 2026-07-27 - 9:27:54 PM GMT- IP address: 64.165.34.3 Document e -signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2026-07-27 - 9:27:56 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-07-27 - 9:27:59 PM GMT Email viewed by laurens@cupertino.org 2026-07-27 - 9:28:07 PM GMT- IP address: 54.90.100.243 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-07-27 - 9:50:25 PM GMT- IP address: 64.165.34.3 Document e -signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-07-27 - 9:50:27 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Agreement completed. 2026-07-27 - 9:50:27 PM GMT Powered by Adobe CVPERTIND Acrobat Sign