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HomeMy WebLinkAbout26-124 Assignment, Assumption, & Concent Agreement Lifetime Tennis dba Lifetime Activites for Sports Center Instruction, Court Maintenance, and Retail ServicesASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT (this "Agreement") is made and entered into as of July 30, 2026, by and between LIFETIME TENNIS, INC. (d/b/a Lifetime Activities), a California S -corporation ("Assignor"), LIFETIME ACTIVITIES CUPERTINO, LLC, a California limited liability company ("Assignee"), and the City of Cupertino, a California municipal corporation (the "C"). RECITALS: A. Assignor and Assignee are parties to that certain Asset Purchase Agreement dated as of the date as of July 30, 2026 (the "Purchase Agreement"), providing for, among other things, the assignment by Assignor to Buyer (including Assignee) of all of Assignor's rights, title and interest in and to certain assets, and the assumption by Buyer (including Assignee) of certain related liabilities; B. Assignor and the City are parties to that certain Operating Agreement for Sports Center Instruction, Court Maintenance, and Retail Services, dated January 1, 2025 (the "jty Contract"); C. Assignor desires to assign the City Contract to Assignee upon the consummation of the transactions contemplated by the Purchase Agreement (the "Closing"); and D. The City desires to consent to such assignment. NOW, THEREFORE, in consideration of the foregoing premises and satisfaction of their respective obligations under the Purchase Agreement and this Agreement, the parties hereto hereby agree as follows: 1. Capitalized Terms. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement. 2. Assignment. Assignor does hereby grant, sell, transfer, assign and deliver unto Assignee, its successors and assigns, all of its rights, title and interest in and to the City Contract effective upon and subject to the occurrence of the Closing. 3. Assumption. Assignee hereby assumes and agrees to pay, discharge or perform, as appropriate, all obligations arising under the City Contract from and after the Closing. 4. Consent and Acknowledgment. The City hereby: (a) consents to the assignment of the City Contract by Assignor to Assignee; (b) acknowledges that, from and after the Closing, Assignee shall succeed to Assignor's rights and obligations under the City Contract, and (c) agrees that Assignor shall have no liability for obligations under the City Contract attributable to periods from and after the Closing. 5. Further Assurances. Each party shall from and after the date hereof, upon the reasonable request of any other party, execute and deliver such other documents as such other party may reasonably request to obtain the full benefit of this Agreement. 138520.000001\4910-6462-7388.2 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law. 7. Governing Documents. Notwithstanding anything to the contrary herein, Assignor and Assignee are executing and delivering this Agreement in accordance with and subject to all of the terms and provisions of the Purchase Agreement. The rights and obligations of the parties to the Purchase Agreement set forth in the representations, warranties, covenants, indemnities, agreements and other terms and provisions of the Purchase Agreement are neither limited, altered, impaired nor enhanced hereby or by performance hereunder. 8. Counterparts. This Agreement may be executed in counterparts, which together shall constitute one and the same Agreement. The parties may execute more than one copy of this Agreement, each of which shall constitute an original. [signature page follows] 138520.000001\4910-6462-7388.2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ASSIGNOR: LIFETIME TENNIS, INC. (D/B/A LIFETIME ACTIVITIES) By: PWw J1t�. Name: Dana Gill Title: CEO ASSIGNEE: LIFETIME ACTIVITIES CUPERTINO, LLC By: /7i Name: Matthew Hanlin Title: President CITY: CITY OF CUPERTINO By: /� 5'9U Vt Name: Klrsten Squarcia Title: Deputy City Manager APPROVED AS TO FORM: By: Michael K Woo Name: MICHAEL K. WOO Title: Senior Assistant City Attorney ATTEST: By: Lawen Sapridai Name: LAUREN SAPUDAR Title: City Clerk Date: Jul 30, 2026 [Signature Page - Assignment and Assumption Agreement and Consent] 13 8520.00000 1\4910-6462-7388.2 '� L h\ CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD7YYYY1 ❑�r1 sr2o26 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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 1S 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 Phil Bonier NAME: Brown & Brown Insurance Services, Inc. ArcoNn c Ext : (703) 405-9573 No): (703) 361-5182 11220 Assert Loop Suite 304 ED ADDRESS: Philippe.Borner�bbrown.com INSURER(S) AFFORDING COVERAGE NAIC If INSURER A: Great American Insurance Company 16691 Manassas VA 20109 INSURED INSURER B: Great American Alliance Insurance Company 26832 INSURER C: Lifetime Activities, LLC, DBA: Lifetime Activities INSURER Dr 32553 Alma Road INSURER E : INSURER F: McKinney TX 75070 COVERAGES CERTIFICATE NUMBER: 26-27 MASTER 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 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. LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. *Not Applicable in WY INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDOTYYYY POLICY EXP MMfDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1.000,000 CLAIMS -MADE OCCUR DAMAGETO RENTED PREMISES Eu occurrence 5 1'DCfl'CDU MED EXP (Anyone person) S 20,000 NO DEDUCTIBLE PERSONAL&ADV INJURY 5 1,000,000 A Y Y PAC F555910 07/17/2026 07/17/2027 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 5 3,000,000 POLICY ❑ PRD ❑ JEGT LOC PRODUCTS-COMPIOPAGG 3 3,000,000 S 3,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 X BODILY INJURY (Per person) S ANY AUTO A OWNED AUTOS ONLY Elilil SCHEDULED AUTOS Y Y CAP F555911 07/17/2026 07/17/2027 BODILY INJURY (Per accident) S PROPERTY DAMAGE Per accidenl HIRED NON -OWNED AUTOS ONLY AUTOS ONLY DEDUCTIBLES ICOMPUCOLL) s 1,000 ]� UMBRELLA LIAR x OCCUR EACH OCCURRENCE 5 4.000,000 fl AGGREGATE s 4,000,000 B EXCESS LIAR CLAIMS -MADE UMB F555912 07/17/2026 07/17/2027 DED RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERSLIABILITY YINi fPER 0TH - STATUTE ER ANY PROPRIETORIPARTNER(EXECUTIVE E.L. EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE S If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S EACHIAGG $1M/$3M ABUSE & MOLESTATION A PROFESSIONALLIABILITY Y Y PAC F555910 07/17/2026 07/17/2027 EACHIAGG $1 M/$3M NO DEDUCTIBLE DESCRIPTION OF OPERATIONS ) LOCATIONS I VEHICLES (AC ORD 101, Additional Remarks Schedule, may be attached if more space is required) When required by an insured written contract and to the extend afforded by the policy and applicable attached forms: City of Cupertino is included as an Additional Insured with regards to the General Liability, and Auto Liability, on a primary and non-contributory basis. Waiver of Subrogation applies with regards to the General Liability and Auto Liability. Umbrella follows form per the terms and conditions of the underlying General Liability and Auto Liability policies. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. A 30 Day Notice of Cancellation to the certificate holder applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014�f;�, ACORD 25 (2025112) Q 1988-2025 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds Lifetime Activities Doing Business As Lifetime Activities Cupertino, LLC Additional Named Insured Lifetime Activities Pleasanton, LLC Additional Named Insured Lifetime Activities San Francisco, LLC Lifetime Activities Santa Clara, LLC Lifetime Activities Sunnyvale, LLC Lifetime Activities Walnut Creek, LLC Additional Named Insured Additional Named Insured Additional Named Insured Additional Named Insured OFAPPINF (0212007) COPYRIGHT 2007, AMS SERVICES INC CG 89 70 (Ed. 11/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT This Endorsement modifies and is subject to the insurance provided under the following form: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following extension only applies in the event that no other specific coverage for the indicated loss exposure is provided under this Policy. If other specific coverage applies, the terms, conditions and limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in this Endorsement. This is a summary of the various additional coverages and coverage modifications provided by this Endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Description Limit of Insurance Page Non -Owned Aircraft Included 2 Non -Owned Watercraft Included 2 Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Included 3 Medical Payments $ 20,000 3 Damage to Premises Rented t❑ You $ 1,000,000 3 Supplementary Payments - Bail Bonds $ 3,000 4 Supplementary Payments - Loss of Earnings $ 1,000 per day 4 Newly Formed or Acquired Organizations Included 4 Unintentional Failure to Disclose Hazards Included 5 Knowledge of Occurrence, Claim or Suit Included 5 Property Damage Liability - Elevators Included 5 Property Damage Liability - Borrowed Equipment Included 5 Liberalization Clause Included 6 Amendment of Pollution Exclusion (Premises) Included 6 Limited Property Damage to Property of Others $ 5,000 6 Additional Insured - Manager or Lessor of Premises Included 7 CG 89 70 (Ed. 11/14) (Page 1 of 12) Coverage Description Limit of Insurance Page Additional Insured - Funding Sources Included 7 Additional Insured - By Contract Included 8 Primary and Non -Contributory Additional Insured Extension Included 10 Additional Insureds - Protection of Your Limits Included 1 0 Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Included 11 Property Damage Extension With Voluntary Payments $ 1,0001$ 5,000 11 Who Is An Insured - Fellow Employee Extension - Management Employees Included 12 Broadened Personal and Advertising Injury Included 1 2 A. Non -Owned Aircraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft provided: 1. it is not owned by any insured; 2. it is hired, chartered or loaned with a trained paid crew; 3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating him or her a commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this Policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. Non -Owned Watercraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft is 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 CG 89 70 (Ed. 11/14) (Page 2 of 12) (b) not being used to carry persons or property for a charge. C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Under SECTION V - DEFINITIONS, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness, or disease, including death of a person. "Bodily Injury" also means mental injury, mental anguish, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. ❑. Medical Payments If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this Policy are amended as follows: The Medical Expense Limit in paragraph 7. of SECTION III - LIMITS ❑F INSURANCE is replaced by the following Medical expense Limit: The Medical Expense Limit provided by this Policy shall be the greater of: a. $ 20,000; or b. the amount shown in the Declarations for Medical Expense Limit This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE. E. Damage to Premises Rented to You If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part: 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property ❑amage Liability: 3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in SECTION III - LIMITS ❑F INSURANCE. However, this insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, caused by: i. rupture, bursting, or operation of pressure relief devices; ii. rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; iii. explosion of steam boilers, steam pipes, steam engines, or steam turbines; or iv. flood 2. Paragraph 6. Under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: CG 89 70 (Ed. 11/14) (Page 3 of 12) 6. Subject to paragraph 5. above, 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 caused by fire, lightning, explosion, smoke, leakage from automatic fire protection system or water while rented to you or temporarily occupied by you with the permission of the owner, for all such damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water or any combination of the six, is the higher of $ 1,000,00❑ or the amount shown in the Declarations for the Damage to Premises Rented to You Limit. 3. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 4. Other Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are changed to "insurance for fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water." 4. As regards coverage provided by this provision I. ❑amage to Premises Rented to You - paragraph 9.a. of Definitions is replaced with the following: 9. 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, leakage from automatic fire protection systems or water to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; F. Supplementary Payments 1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with: b. Up to $ 3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is 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 earnings up to $ 1,000 a day because of time off work. G. Newly Formed or Acquired Organizations Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a named insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. coverage A does not apply to "bodily injury" or property damage that occurred before you acquired or formed the organization; and c. coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. CG 89 70 (Ed. 11/14) (Page 4 of 12) d. records and descriptions of operations must be maintained by the first named insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a named insured in the Declarations or qualifies as an insured under this provision. H. Unintentional Failure to ❑isclose Hazards Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations: Failure of the Insured to disclose all hazards existing as of the inception date of this Policy shall not prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure or omission is not intentional on the part of the Insured. I. Knowledge of ❑ccurrence, Claim or Suit Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 2. Duties in the Event of Occurrence, ❑ffense, Claim or Suit: Knowledge of any occurrence, claim, or suit by any agent, servant or employee of the Named Insured does not in itself constitute knowledge by the Insured unless notice of such injury, claim or suit shall have been received by: a. you, if you are an individual; b. a partner, if you are a partnership c. an executive officer or insurance manager, if you are a corporation. J. Property Damage Liability - Elevators 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property ❑amage Liability, subparagraphs (3), (4) and (6) of exclusion j. ❑amage to Property do not apply if such property damage results from the use of elevators. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. K. Property Damage Liability - Borrowed Equipment 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property ❑amage Liability, subparagraph (4) of exclusion j. ❑amage to Property does not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY Conditions, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. CG 89 70 (Ed. 11/14) (Page 5 of 12) L. Liberalization Clause If we revise this Signature General Liability Broadening Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the date the revision is effective in your state. M. Amendment of Pollution Exclusion (Premises) 1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: (iv) "Bodily injury" or "property damage" arising out of the actual discharge, dispersal, seepage, migration, release or escape of "pollutants." As used in this Endorsement, the actual discharge, dispersal, seepage, migration, release or escape of pollutants must: (aa) commence on a clearly identifiable day during the policy period; and (bb) end, in its entirety, within seventy-two (72) hours of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants"; and (cc) be discovered and reported to us within fifteen (15) days of the clearly identifiable day that the discharge, dispersal, seepage, migration, release or escape of "pollutants" commences; and (dd) be neither expected nor intended from the standpoint of any insured; and (ee) be unrelated to any previous discharge, dispersal, seepage, migration, release or escape; and (ff) not originate at or from a storage tank or other container, duct or piping which: a. is below the surface of the ground or water; or b. at any time has been buried under the surface of the ground or water and then is subsequently exposed. 2. For the purposes of this coverage, the following is added to the definition of "property damage" of SECTION V - DEFINITIONS and applies only as respects this coverage: Land or water, whether below ground level or not, is not tangible property. 3. Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration, release or escape that is merely threatened or alleged rather than shown to have actually occurred. N. Limited Property Damage to Property of Others The following is added under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A and B: 3. We will pay up to $ 5,000 for loss to personal property of others while in the temporary care, custody or control of an insured caused by any person participating in your organized activities. For the purpose of this supplementary payment, loss shall mean damage or destruction but does not include mysterious disappearance or loss of use. In the event of a theft, a police report must be filed. This supplementary payment does not apply if: a. coverage is otherwise provided by the Property Coverage part (if any) of this Policy; or CG 89 70 (Ed. 11/14) (Page 6 of 12) b. the loss is covered by any other insurance you have or by any insurance of such person who causes such loss. These payments will not reduce the Limits of Insurance. O. Additional Insured - Manager or Lessor of Premises 1. SECTION II - WHO IS AN INSURE❑ is amended to include as an additional insured any person or organization from whom you lease or rent property and which requires you to add such person or organization as an additional insured on this Policy under: (a) a written contract; or (b) an oral agreement or contract where a Certificate of Insurance showing that person or organization as an additional insured has been issued; but the written or oral contract or agreement must be an "insured contract," and, (i) currently in effect or become effective during the term of this Policy; and (ii) executed prior to the "bodily injury," "property damage," "personal and advertising injury." 2. With respect to the insurance afforded to the Additional Insured identified in paragraph I above, the following additional provisions apply: (a) This insurance applies only with respect to the liability arising out of the ownership, maintenance or use of that part of the premises leased to you. (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein is excess over any other valid and collectible insurance available to the Additional Insured whether the other insurance is primary, excess, contingent or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (e) This insurance applies only to the extent permitted by law. 3. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured. P. Additional Insured - Funding Sources 1. SECTION II - WH❑ IS AN INSURE❑ is amended to include as an additional insured any Funding Source which requires you in a written contract to name the Funding Source as an additional insured but only with respect to liability arising out of: CG 89 70 (Ed. 11/14) (Page 7 of 12) a. your premises; or b. "your work" for such additional insured; or c. acts or omissions of such additional insured in connection with the general supervision of "your work" and only to the extent set forth as follows: a. The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The insurance afforded to the Additional Insured only applies to the extent permitted by law C. 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. d. In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. Q. Additional Insureds - By Contract 1. SECTION II - WHO IS AN INSURE❑ is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the Additional Insured that are subject of the written contract or written agreement provided that the "bodily injury" or "property damage occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or b. the maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or c. the Additional Insureds financial control of you; or d. operations performed by you or on your behalf for which the state or political subdivision has issued a permit 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 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 such additional insured. With respect to paragraph 1.a. above, a person's or organization's status as an additional insured under this Endorsement ends when: CG 89 70 (Ed. 11/14) (Page 8 of 12) (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this Endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage." We have no duty to defend an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured as required in paragraph b. of Condition 2. ❑uties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITION. 2. With respect to the insurance provided by this Endorsement, the following are added to paragraph 2. Exclusions under SECTION I - COVERAGE A - Bodily Injury and Property ❑amage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" that occurs prior to your commencing operations at the location where such "bodily injury" or "property damage" occurs. b. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage," or the offense which caused the "personal and advertising injury," involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. c. "Bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 89 70 (Ed. 11/14) (Page 9 of 12) d. Any person or organization specifically designated as an additional insured for ongoing operations by a separate additional insured endorsement issued by us and made part of this Policy. 3. 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: a. required by the contract or agreement; or b. available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This Endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. R. Primary and Non -Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. Condition 4. ❑ther Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary 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. b. The following is added to paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a named insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the Additional Insured has been added as an additional insured on other policies. S. Additional Insureds - Protection of Your Limits This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. 1. The following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: An additional insured under this Endorsement will as soon as practicable: CG 89 70 (Ed. 11/14) (Page 10 of 12) a. give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the Additional Insured; and c. agree to make available any other insurance which the Additional Insured has for a loss we cover under this Coverage Part. d. we have no duty to defend or indemnify an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured. 2. The Limits of Insurance applicable to the Additional Insured are those specified in a written contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These limits are inclusive of and not in addition to the Limits of Insurance available under this Policy. T. Blanket Waiver of Transfer of Rights of Recovery Against ❑thers to Us (Subrogation) Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 8. Transfer of Rights of Recovery Against ❑thers to Us: If required by a written contract or written agreement, we waive any right of recovery we may have against a person or organization because of payment we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for 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 written agreement. U. Property Damage Extension with Voluntary Payments 1. The following is added to paragraph 1. Insuring Agreement of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: At your request we will pay for "loss" to property of others caused by your business operations for which this Policy provides liability insurance. Such payment will be made without regard to your legal obligation to do so. The "loss" must occur during the policy period and must take place in the "coverage territory." 2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of SECTION I - COVERAGES A - Bodily Injury and Property ❑amage Liability is amended as follows: Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted. 3. As respects coverage afforded by this coverage, SECTION III - LIMITS ❑F INSURANCE is replaced by the following: Regardless of the number of insureds, claims made or "suits" brought or persons or organizations making claims or bring "suits": 1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one "occurrence" is $ 1,000. 2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000. This aggregate amount is part of and not in addition to the General Aggregate Limit described in paragraph 2. of SECTION III - LIMITS ❑F INSURANCE. CG 89 70 (Ed. 11/14) (Page 11 of 12) V. Who Is an Insured - Fellow Employee Extension - Management Employees 1. The following is added to paragraph 2.a.(1) of SECTION II - WH❑ IS AN INSURED: Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, including the direct supervision of other "employee" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury," caused in whole or in part by their intoxication by liquor or controlled substances. This coverage is excess over any other valid and collectable insurance available to your "employee." W. Broadened Personal and Advertising Injury 1. Unless "Personal and Advertising Injury" is excluded from this Policy, the following is added to SECTION V - DEFINITIONS Item 14.: h. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.e. CG 89 70 (Ed. 11/14) (Page 12 of 12) CA 86 20 (Ed. 05116) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE BUSINESS AUTO BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following form: BUSINESS AUT❑ COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the policy, the provisions of this endorsement apply. This is a summary of the various additional coverages and coverage modifications provided by this endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Limit of Insurance Page Who is an Insured - Employees, Partners, Members, Volunteers and Board Members Included 2 Automatic Additional Insureds - By Contract and Primary and Non -Contributory Provision Included 2 Leased Auto Coverage Included 3 Owned Subsidiaries and Newly Acquired or Formed Organizations Included 4 Supplementary Payments - Bail Bonds $5,000 4 Supplementary Payments - Loss of Earnings $1,000 per day 4 Fellow Employee Included 5 Physical Damage Coverage Extensions - Towing $200 - any auto 5 Physical Damage Coverage Extensions - Glass Breakage No ❑eductible 5 Physical Damage Coverage Extensions - Transportation Expenses $100 per day, $3,000 max 5 Hired Auto Physical Damage Coverage $100 per day, $3,000 max 5 Total Theft of a Covered Auto $500 - personal items, $1,000 - reasonable expenses to return stolen auto 6 Auto Loan 1 Lease Gap Protection Included 6 Customization Coverage $2,000 7 CA 86 20 (Ed. 05/16) (Page 1 of 9) Coverage Limit of Insurance Page Newly Acquired Owned Autos and Donated Autos Physical Damage Coverage $100,000 7 Rental Reimbursement Coverage $100 per day up to 30 days 8 $500 for reasonab#e expenses to remove and replace your materials and equipment 8 Accidental Discharge - Airbag Coverage Included 8 ❑ri:ginal Equipment Manufacturer OEM Part Replacement Included 8 Multiple Deductibles Included 8 Notice and Knowledge of Occurrence - Duties in the Event of Accident, Claim, Suit or Loss Included 8 Blanket Waiver of Subrogation By Written Contract Included 9 Unintentional Failure to Disclose Hazards Included 9 Mental Anguish Included 9 A. WHO IS AN INSURED - EMPLOYEES, PARTNERS, MEMBERS, VOLUNTEERS AND BOARD MEMBERS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended by adding the following: d. Any "employee", partner or member of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. e. Anyone volunteering services to you while using a covered "auto" you don't own, hire or borrow in activities necessary to your business. Anyone else who furnishes that "auto" is also an "insured". f. Board members (or their spouses) while renting a vehicle while on business for the named insured. B. AUTOMATIC ADDITIONAL INSUREDS - BY CONTRACT AND PRIMARY AND NON-CONTRIBUTORY PROVISION SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under: a. a written contract or written agreement: (1) in effect on the date of the "accident"; and CA 86 20 (Ed. 05/16) (Page 2 of 9) (2) signed by all parties prior to the "accident." This person or organization is an Additional Insured only to the extent you are liable for an "accident" caused, in whole or in part, by the use of a covered "auto" being driven by you or any "insured." 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 written contract or written agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. With respect to insurance provided to an Additional Insured the following provisions apply: a. 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. b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2) Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. LEASED AUTO COVERAGE With respect to insurance provided to an Additional Insured who is a lessor of a "leased auto" the following provisions apply: SECTION 11 - COVERED AUTOS LIABILITY COVERAGE, A. Coverage is amended by adding the following: Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not covered "auto" you hire or borrow. For a covered "auto" that is a "leased auto" Who Is An Insured is changed to include as an "Insured" the lessor. The coverages provided under this endorsement apply to any "leased auto" described in the CA 86 20 (Ed. 05/16) (Page 3 of 9) Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. SECTION IV - BUSINESS AUTO CONDITIONS, A.4. Loss Payment - Physical ❑amage Coverages is amended by adding the following: a. We will pay, as interest may appear, you and the lessor for "loss" to a "leased auto." b. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. c. If we make any payment to the lessor, we will obtain his or her rights against any other party. SECTION V - ❑EFINITIONS is amended by adding the following definition: "Leased auto" means any "auto" leased or rented to you including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. ❑. OWNED SUBSIDIARIES AND NEWLY ACQUIRE❑ OR FORMED ORGANIZATIONS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended by adding the following: The following are "insureds": a. Any subsidiary which is a legally incorporated entity of which you maintain ownership or majority interest on the effective date of this Coverage Form except: (1) Any subsidiary that is an insured under any other automobile liability policy. (2) Any subsidiary which would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. b. Any organization you newly acquire or form, and in which you maintain ownership or majority interest, but only for the period beginning when you first maintained majority interest until the end of the policy period of this Coverage Form, or the next anniversary of the inception date of this Coverage From, whichever is earlier. However, the newly acquired or formed organization is not an "Insured": (1) For "bodily injury" or "property damage" resulting from an "accident" that occurred before you acquired or formed the organization. (2) If it is an insured under any other automobile liability policy or would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. E. SUPPLEMENTARY PAYMENTS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A.2.a.(2) is deleted and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A.2.a.(4) is deleted and replaced with the following: CA 86 20 (Ed. 05/16) (Page 4 of 9) (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $1000 a day because of time off from work. F. FELLOW EMPLOYEE SECTION it - LIABILITY COVERAGE is amended to add the following after Paragraph B.5.b: This exclusion does not apply to "bodily injury" resulting from the use of a covered "auto" you own or hire. Coverage afforded by this section is excess over any other collectible insurance. G. PHYSICAL ❑AMAGE COVERAGE EXTENSIONS - TOWING SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 2. Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to $200 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. H. PHYSICAL ❑AMAGE COVERAGE EXTENSIONS - GLASS BREAKAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles is amended by adding the following: No deductible for covered "autos" applies to "loss" resulting from glass breakage. I. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TRANSPORTATION EXPENSES SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expense incurred by you because of "loss" to a covered "auto". We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred until the covered "auto" is returned to use or we pay for its "loss," regardless of the policy's expiration. We will pay under this coverage extension only that amount of Transportation Expenses which is not already provided under O. Rental Reimbursement Coverage of this endorsement. J. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: HIRED AUTO PHYSICAL DAMAGE COVERAGE If Comprehensive Coverage, Specified Causes of Loss or Collision Coverage is shown in the Declarations for any covered "auto", then the same type of Physical Damage Coverage is provided for any Hired Auto, subject to the following: a. The most we will pay for any one "accident" or "loss" the lesser of: (1) the actual cash value of the covered "auto" at the time of the "loss"; or CA 86 20 (Ed. 05/16) (Page 5 of 9) (2) the actual cost to repair or replace such covered "auto" at the time of the "loss." b. The Limit of Insurance as determined under Paragraph J.a., above, will be reduced by any applicable Comprehensive or Collision deductible for each covered "auto." This deductible will be equal to the largest deductible applicable under any coverage for such covered "auto." No deductible applies to "loss" caused by fire or lightning. c. The coverage provided by this coverage extension will be excess over any other collectible insurance. d. Subject to Paragraphs J.a, J.b and J.c, above, we will provide the broadest coverage applicable to any covered "auto" shown in the Declarations. e. For coverage provided under this coverage extension, the last sentence of Paragraph A.4.b under SECTION III - PHYSICAL ❑AMAGE COVERAGE, is deleted and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3,000 per "accident" if loss of use results from an "accident" for which you are legally liable and the lessor incurs a financial loss. K. TOTAL THEFT OF A COVERED AUTO SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: Total Theft of a Covered Auto In the event of the total theft of a covered "auto": a. Coverage includes personal items in the covered "auto" at the time of loss up to a maximum of $500. No deductible applies to this coverage. b. We will pay reasonable expenses for returning the stolen covered "auto" to you once it is recovered, up to a maximum of $1,000. N❑ deductible applies to this coverage. L. AUTO LOAN I LEASE GAP PROTECTION SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: In the event of a total "loss" of a covered "auto" shown in the Declarations for which Physical Damage Coverage is provided, we will provide coverage for any unpaid amount due on the lease or loan for such covered "auto," less the following: a. The amount paid under the Physical Damage Coverage Section of the Policy for that covered "auto", and b. Any: (1) overdue lease or loan payments at the time of the "loss"; (2) financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) security deposits not returned by the lessor; CA 86 20 (Ed. 05/16) (Page 6 of 9) (4) costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) carry-over balances from previous loans or leases. M. CUSTOMIZATION COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: a. We will pay with respect to a covered "auto" for "loss" to automobile customization which includes special carpeting and insulation, height - extended roofs and custom murals, paintings, vinyl wraps or other details or graphics. b. our limit of liability for "loss" to automobile customizations in any one "loss" shall be the least of: (1) the actual cash value of the stolen or damaged property; (2) the amount necessary to repair or replace the property; or (3) $2,000. This coverage does not apply to electronic equipment. N. NEWLY ACQUIRED OWNED AUTOS AN❑ DONATED AUTOS PHYSICAL DAMAGE COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: If Comprehensive, Specified Causes of Loss, or Collision Coverage is provided by this Policy, the coverage is extended to apply to Physical Damage "loss" to your newly acquired owned "autos" and donated autos. We will provide the broadest coverage available to any covered "auto" shown in the Declarations. The most we will pay for "loss" to a newly acquired "auto" or donated auto is the least of: a. the actual cash value of the damaged or stolen property as of the time the "loss," or your actual cost of purchase of the newly acquired "auto", whichever is more; b. the actual cost of: (1) replacing the damaged or stolen property with other property of like kind and quality; or (2) repairing the damaged property. without deduction for depreciation; or C. $100,000. However, the most we will pay for all covered physical damage "loss" for newly acquired autos and donated autos occurring during the policy period shown on the Declarations is $100,000. For each newly acquired "auto" our obligation to pay "loss" will be reduced by a deductible equal to the highest deductible applicable to any "auto" for that coverage. No deductible will be applied to "loss" caused by fire or lightning. CA 86 20 (Ed. 05/16) (Page 7 of 9) Coverage under this Extension, for newly acquired owned "autos" is afforded until you notify us to add the newly acquired owned vehicle to your auto schedule or until the end of the policy period, whichever is earlier. O. RENTAL REIMBURSEMENT COVERAGE EXTENSION SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: For those covered "autos" for which you carry Comprehensive or Specified Cause of Loss Coverage: We will pay up to $100 per day, for up to 30 days, for Rental Reimbursement Expenses incurred by you for the rental of an "auto" because of a "loss" to a covered "auto". We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto". We will pay under this coverage extension only that amount of your Rental Reimbursement Expenses which is not already provided under I. Transportation Expenses of this endorsement. P. ACCIDENTAL ❑ISCHARGE - AIRBAG COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B.3.a is deleted and replaced with the following: a. Wear and tear, freezing, mechanical or electrical breakdown, but this exclusion does not apply to "loss" due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. ORIGINAL EQUIPMENT MANUFACTURER (OEM) PART REPLACEMENT SECTION III - PHYSICAL DAMAGE, C. Limit of Insurance, Paragraph 1. is amended to include: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer (OEM) replacement parts if the damage parts cannot be repaired. R. MULTIPLE DEDUCTIBLES SECTION III - PHYSICAL DAMAGE, ❑. ❑eductible, is amended to add the following: When two or more covered "autos" sustain "loss" in a single incident, a single Physical Damage deductible will apply to the total "loss" for all covered "autos." That deductible will be the largest of all deductibles applying to any of the covered "autos" involved in the single incident. S. NOTICE AND KNOWLEDGE ❑F OCCURRENCE - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT ❑R LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of "accident," claim, "suit" or "loss," you must give us or our authorized representative notice as soon as practicable of the "accident" or "loss" after the "accident" or "loss" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the "accident" or "loss" occurred; CA 86 20 (Ed. 05/16) (Page 8 of 9) (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.b(2) is deleted and replaced with the following: (2) As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit" after the claim or "suit" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. BLANKET WAIVER OF SUBROGATION BY WRITTEN CONTRACT SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5 is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B.2. is amended to add the following: Failure of the "Insured" to disclose all exposures or hazards existing as of the effective date of this Coverage Form will not invalidate or adversely affect coverage for such exposure or hazard, provided such failure is not intentional on the part of the "Insured". However, you must report the undisclosed exposure or hazard to us as soon as practicable after you discover the exposure or hazard. V. MENTAL ANGUISH The definition of "Bodily Injury" in SECTION V - ❑EFINITIONS is replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person including death resulting from any of these. "Bodily Injury" also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. CA 86 20 (Ed. 05/16) (Page 9 of 9) AC 3RL CERTIFICATE OF LIABILITY INSURANCE ��• DATE (MMIDDIYYW) 04/1972026 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 Marsh Aftnity Marsh Affinity PHONE I FAX A1C No, Ext : 800.743.8130 Nol; E-MAIL ADDRESSADPTotalSaurce@marsh.com a division of Marsh USA LLC. PO BOX 14404 INSURER(S)AFFORDING COVERAGE NAIC If Des Moines, IA 50306.9686 INSURER A• AIU Insurance Company 19399 INSURED INSURER B: INSURER C: ADP Total Source DE IV, Inc. INSURER 0: 5800 Windward Parkway Alpharetta, GA 30005 L/CIF: INSURER E' INSURER F: Lifetime Tennis, Inc. 21111 STEVENS CREEK BLVD Cupertino, CA 950140000 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 LTR TYPEOFINSURANCE ADDL INSD UBR WVD POLICY NUMBER POLICY EFF (MMIDDfYYYY) POLICY EXP (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE ❑ OCCUR DAMAGE TO RENTED PREMISES amurrence $ VIED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ POLICY [I]' LCC PRODUCTS - COMPIOP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea acciden $ BODILY INJURY (Per person) $ ANY AUTO OJINED ONLY SCHEDULED UTOS AAUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE (Per accede $ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE S EXCESSLIAB CLAIMS -MADE OED IRETENTIONS $ WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN - X STATUTE ER E.L. EACH ACCIDENT $ 2.000,000 A ANYPROPRIETORIPARTNFRIEXECUTIVE OFF ICE RIHIEMBEN EXCLUDED? LJ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA x WC 051662861 CA 07101/2026 07101/2027 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mare spaca is required) All worksite employees working for Lifetime Tennis, Inc. paid under ADP TOTALSOURCE, INC_'s payroll, are covered under the above stated policy. See attached cenlicate holder notice of cance€latlon. ProprietorlPartner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum. WAIVER OF SUBROGATION IN FAVOR OF City of Cupertino, its City Council, Officers, Officials, Employees, Agents, Servants, and Volunteers AS RESPECTS OF JOB PERFORMED BY Litetlme Tennis, Inc. AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION City of Cupertino 21111 Stevens Creek Blvd. Cupertino, CA 95014 ACORD 25 (2016103) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES RE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1fn 1988-2015 ACORD CORPOIR�TlON. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 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. (Th is agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The ad ditional premium for this endorsement shall be _% of the California workers' compensation premium otherwise due on such remuneration. Schedule WAIVER OF SUBROGATION IN FAVOR OF City of Cupertino, its City Council, Officers, Officials, Employees, Agents, Servants, and Volunteers AS RESPECTS OF JOB PERFORMED BY Lifetime Tennis, Inc. AS REQUIRED BY WRITTEN CONTRACT. Person or Organization City of Cupertino 21111 Stevens Creek Blvd. Cupertino, CA 95014 Job Description Notes: 1. This endorsement may be used to waive the company's right of subrogation against named third parties who may be responsible for an injury. 2. The sentence in{ ) is optional with the company. It limits the endorsement to apply to specific jobs of the insured, and only to the extent that the insured is required to obtain this waiver. 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 07/01/2026 Policy No. WC 051662861 CA Endorsement No. Insured ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 LICIF: Lifetime Tennis, Inc. 21111 STEVENS CREEK BLVD Cupertino, CA 950140000 Insurance Company AIU Insurance Company Countersigned by `L 1998 by the Workers Co mpensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB s California WorkersCompensation Insurance Forms Manual € 2001. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 07/01/2026 forms a part of Policy No. WC 051662861 CA Issued to Lifetime Tennis, Inc. By AIU Insurance Company LIMITED ADVICE OF CANCELLATION TO SCHEDULED ENTITIES (WORKERS' COMPENSATION ONLY) This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate bolder(s) when this policy is canceled (hereinafter, the "Certificate Holder(s)") and the Named Insured has provided the Insurer, either directly or through its broker of record, either: (a) the name of the entity shown on the certificate, a contact name at such entity and the U.S. Postal Service mailing address of each such entity; or (b) the email address of a contact at each such entity; and 3. prior to the effective date of cancellation, the Named Insured confirms to the Insurer, either directly or through its broker of record, that the persons or organizations set forth in the Schedule below, as well as their respective addresses listed, should continue to be a part of the Schedule and, if not, the names of the persons or organizations that should be deleted, the Insurer will provide advice of cancellation (the "Advice") to each such Certificate Holder(s) confirmed by the Named Insured in writing to be correctly a part of the Schedule within 30 days after the Named Insured confirms the accuracy of the Schedule below with the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured confirms the accuracy of the Schedule below with the Insurer. Proof of the Insurer emailing the Advice, using the information provided and subsequently confirmed by the Named Insured in writing, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1. Named Insured means the first named employer in Item 1 of the Information Page of this policy. 2. Insurer means the insurance company shown in the header on the Information Page of this policy. WC 99 00 58 Page 1 of 2 (Ed. 04/11) SCHEDULE NAME OF PERSON ❑R ORGANIZATION E-MAIL OR U.S POSTAL SERVICE ADDRESS City of Cupertino 21111 Stevens Creek Blvd. Cupertino, CA 95014 All other terms, conditions and exclusions shall remain the same. AUTHORIZED REPRESENTATIVE WC 99 00 58 Page 2 of 2 (Ed. 04/11) Sports Center Instruction, Court Maintenance, and Retail Services Final Audit Report 2026-07-31 Created: 2026-07-30 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAbLxfT20u18xFrsldc08IeWdIXb3ENEZ5 "Sports Center Instruction, Court Maintenance, and Retail Servic es" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-07-30 - 6:53:11 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-07-30 - 7:00:59 PM GMT Email viewed by aracelia@cupertino.org 2026-07-30 - 7:02:13 PM GMT- IP address: 32.192.89.118 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-07-30-7:50:43 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-07-30 - 7:50:45 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to danag@lifetimeactivities.com for signature 2026-07-30 - 7:50:48 PM GMT Email viewed by danag@lifetimeactivities.com 2026-07-30 - 7:55:14 PM GMT- IP address: 146.75.186.14 Signer danag@lifetimeactivities.com entered name at signing as Dana Gill 2026-07-30 - 8:01:06 PM GMT- IP address: 91.142.69.253 Document e -signed by Dana Gill (danag@lifetimeactivities.com) Signature Date: 2026-07-30 - 8:01:08 PM GMT - Time Source: server- IP address: 91.142.69.253 - Signature Appearance Selected: MOBILE_DRAW Powered by Adobe CVPERTIND Acrobat Sign Document emailed to matth@lifetimeactivities.com for signature 2026-07-30 - 8:01:11 PM GMT Email viewed by matth@lifetimeactivities.com 2026-07-30 - 8:24:16 PM GMT- IP address: 172.56.22.254 Signer matth@lifetimeactivities.com entered name at signing as Matthew Hanlin 2026-07-30 - 8:24:55 PM GMT- IP address: 172.56.22.254 Document e -signed by Matthew Hanlin (matth@lifetimeactivities.com) Signature Date: 2026-07-30 - 8:24:57 PM GMT - Time Source: server- IP address: 172.56.22.254 - Signature Appearance Selected: MOBILE_DRAW Document emailed to michaelw@cupertino.org for signature 2026-07-30 - 8:25:01 PM GMT Email viewed by michaelw@cupertino.org 2026-07-30 - 8:25:09 PM GMT- IP address: 100.61.123.94 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-07-30 - 10:13:24 PM GMT- IF address: 174.194.196.89 Document e -signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-07-30 - 10:13:26 PM GMT - Time Source: server- IP address: 174.194.196.89 - Signature Appearance Selected: MOBILE_TYPE Document emailed to kirstens@cupertino.org for signature 2026-07-30 - 10:13:30 PM GMT Email viewed by kirstens@cupertino.org 2026-07-30 - 10:13:38 PM GMT- IP address: 100.54.83.227 Signer kirstens@cupertino.org entered name at signing as Kirsten Squarcia 2026-07-30 - 10:49:20 PM GMT- IP address: 64.165.34.3 Document e -signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2026-07-30 - 10:49:22 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-07-30 - 10:49:25 PM GMT Email viewed by laurens@cupertino.org 2026-07-30 - 10:49:35 PM GMT- IF address: 13.222.108.115 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-07-31 - 0:10:47 AM GMT- IP address: 69.149.42.28 Powered by Adobe CVPERTINo Acrobat Sign Document e -signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-07-31 - 0:10:49 AM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE Agreement completed. 2026-07-31 - 0:10:49 AM GMT Powered by Adobe CVPERTINO Acrobat Sign